Proactive (South) Ltd

Terms and conditions of business

Proactive (South) Limited,referred to as”Proactive”.

PRICE VARIATION:

Estimates are based on Proactive’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise in such costs.

TAX:

Proactive reserves the right to charge the amount of any taxes,value added tax, duties or royalties etc which are payable whether or not included on the estimate or invoice.

PRELIMINARY WORK:

All work carried out,whether experimentally or otherwise, at the customer’s request shall be charged.

COPY:

A charge may be made to cover any additional work involved where copy supplied is not clear,complete and legible.

PROOFS:

Proof copies of all work including photographs may be submitted for customer’s approval and Proactive shall incur NO LIABILITY for any errors not corrected by the customer in proofs so submitted. Customer alterations and additions will incur further charges. When layout is left at Proactive’s discretion any changes made thereafter will incur further charges.

COPYRIGHT:

The customer shall be solely responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs, literatures, maps etc. The customer will indemnify the printer and his agents from any claim arising thereof.

COMPANY IMPRINT:

Unless otherwise specially requested in writing all work produced will carry our company imprint which will be positioned at our discretion.

DELIVERY AND PAYMENT:

(a) Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed, the ownership shall pass providing full payment has been received by cleared effects.

(b) No print work will commence until full payment has been received
ii) proof approvals submitted. Proactive reserve the right not to start such print work until any such payments, in the case of cheques, have cleared our bank.

(c) The responsibility for collection and or delivery of goods lies with the customer. Any carriage arranged by Proactive is on the customer’s behalf and the printer is not liable for any delays arising out of that carriage.

(d) Should expedited delivery be agreed an extra charge may be made to cover any overtime or any other additional costs involved.

(e) Should work be suspended or delayed at the request or as a result of the customer or their agents for a period of more than 14 days Proactive shall then be entitled to payment for all work already carried out,material specially ordered and other additional costs including, but not restricted to,storage.

(f) Cheques returned to Proactive will incur a handling charge of £20 per transaction. Proactive reserves the right to notify any credit agencies when cheques are so returned.

COMPLETION DATES:

All delivery dates/times given are approximate, unless a guaranteed delivery date has been agreed in writing and the appropriate guarantee payment received. All delivery dates given are approximate and are based ONLY on working days AFTER receipt of i) the final proof copies, ii) written authority to proceed, iii) full payment. Proactive reserve the right not to commence work until, in the cases of cheques, payment has cleared our banking system. Although every effort will be made to meet such approximate dates, due to the nature of the process Proactive cannot accept any liability or consequential loss claims arising from such a completion date not being met other than to the extent of the refund of any premium charges which may have been paid.

VARIATION IN QUANTITY:

Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work in one or two colours and 5-10 per cent for work in full colour being allowed for overs or shortages the same to be charged or deducted.

CLAIMS:

Any query regarding the condition of goods supplied should be made to Proactive verbally as soon as practicable and no later than 24 hours after the collection / receipt of the goods and confirmed in writing NO LATER than 5 working days after same. Any claim regarding non-delivery must be made in writing within 10 days on the invoice date. No claims will be entertained that fall out with this time period.

LIABILITY:

The printer shall not be liable for any loss to the customer arising from delays in transit not caused by the printer.

STANDING MATERIAL:

All plates and associated products used by Proactive shall remain their exclusive property. Such items supplied by the customer shall remain the customer’s property, such items being supplied by the customer entirely at their own risk. Proactive reserve the right to destroy or dispose any and all such products immediately after printing has been completed, with the exception of products supplied by the customer which will be retained,at the customer’s own risk, by Proactive for a period not exceeding 1 month, such clause applying also to print work not collected.

CUSTOMERS PROPERTY:

All property supplied to Proactive by or on behalf of the customer shall while it is in the possession of Proactive or in transit to or from the customer or their agents be deemed to be at the customer’s own risk unless otherwise agreed by Proactive in writing, such property should be insured accordingly by the customer. Whilst every care is taken Proactive and his agents cannot accept any responsibility for loss or damage to any artwork, photographs, media storage, disk, literature or ANY other property supplied by the customer or their agents, any liability shall be limited to the replacement cost of the basic material to a maximum claim value of £50 (fifty pounds sterling).

MATERIALS SUPPLIED BY THE CUSTOMER:

(a) Proactive may reject any paper, plates or other materials supplied or specified by the customer which appear to him as being unsuitable. Additional costs will be incurred if said defective materials cause an unreasonable delay to the printer. Under no circumstances may any inks or other consumable / chemical products be supplied by the customer or their agents.

(b) Where materials are so supplied, Proactive will take every care to secure the best results, however responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.

(c) it shall be the customer’s sole responsibility to satisfy themselves of the suitability of ANY paper/card used, examples include, but are not restricted to: suitability of print for food use,suitability of paper for laser printers etc. Proactive cannot accept responsibility for any claim arising from the unsuitability of printed products. The customer or their agents must also supply an adequate extra amount to cover normal spoilage and setup.

INSOLVENCY:

If the customer ceases to pay debts in the ordinary course of business or cannot pay their debts as they become due or being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or being a person which has an act of bankruptcy petition issued against him, Proactive without prejudice to other remedies shall: (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out, whether completed or not and materials purchased for the customer, such charge to be an immediate debt due to him and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled to the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply then proceeds towards such debts.

ACCOUNTS:

Proactive will at their discretion determine whether a trade account will be opened after obtaining relevant references and bank opinions supplied by the customer. Accounts are normally only available to council and government bodies and PLC companies and such work only undertaken on the provision of a duly signed purchase order. Such invoices are issued strictly on a nett monthly account, Proactive reserve the right to charge interest on overdue accounts and or to close accounts at any time, in such events all monies, whilst due or not becoming immediately payable.

PARTNERSHIPS AND COMPANIES:

This paragraph applies if our instructions are from a partnership, company, corporation, society, unincorporated association, or trust. We will assume that we are entitled to take instructions from any partner, office (such as director or secretary), committee member, trustee (as appropriate), or senior employee unless you inform us, in writing, that we may not do so.
If our instructions are from a partnership each of the partners are jointly and severally liable for payment of our invoices.
If our instructions are from a company, the directors will be personally liable (jointly and severally) for our charges if the company does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the company and issue invoices to any one or more of the directors.
If our instructions are from a limited liability partnership (LLP), the members will be personally liable (jointly and severally) for our charges if the LLP does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the LLP and issue invoices to any one or more of the members.
If our instructions are from a corporation, society,unincorporated association or trust (“organisation”), the executive offices / trustees will be personally liable (jointly and severally) for our charges if the organisation does not pay our invoices when they are due for payment. If this happens we reserve the right to credit the invoice to the organisation and issue invoices to anyone or more of the executive offices / trustees.

ILLEGAL MATTER:

(a) Proactive shall not be required to print any matter which in its sole and final opinion is or may be of an illegal or libellous or inappropriate nature or an infringement of the proprietary or other rights of any third party, such conditions being extended to material of an extreme or political nature.

(b) Proactive reserves the right to refuse to print any matter which in his opinion may be prejudicial or detrimental to the good of Proactive and or its agents.

(c) Proactive shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material printed for the customer and or their agents. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim.

SUITABILITY OF PRODUCTS:

Proactive accepts no responsibility as to the suitability of any printed product. In cases where such printing may be used for clothing labels,food packaging etc it is the customers sole responsibility to ensure the suitability prior to printing, no claim will be entertained.

FULL COLOUR PRINTING:

Every effort will be made to obtain the best possible colour reproduction on customer’s work but due to the nature of the process involved Proactive shall not be required to guarantee an exact match in colour or texture between the printed results and any proof or existing copy so supplied. Pantone ink matches cannot be produced using the full colour process. Any proof copies issued are NOT colour accurate and are issued for content checking only.

RIGHT TO CANCEL:

Proactive reserve the right to cancel ANY order at ANY time without reason where such orders are cancelled any monies due will be refunded EXCLUDING any costs incurred as a result of work done on the instructions of the customer or their agents. Customer Cancellations: Orders cancelled after an online payment or credit card payment has been made are subject to an administration charge of £35.00 – in ADDITION to any works carried out. Proofing that is provided with no charge is offset against the production costs,when orders are cancelled AFTER the proof has been supplied the original cost of the setup/ proof £50.00 1 colour £75.00 2 colour £100.00 full colour applies, in addition to any artwork/ set up or printing costs incurred.

INTERNET AND EMAIL:

Where orders are placed via electronic means, including but not restricted to, web, internet, e-mail no order will be deemed as accepted by Proactive until such orders are confirmed via an OFFICIAL Proactive e-mail and or order form, Proactive reserve the right to alter prices on such order forms should the specification of the order differ from the customers original brief/order. Please note that orders taken over the internet/e-mail can only be processed for work being delivered in the United Kingdom.

PRINTED RESULTS:

Proactive have no control over the production of artwork supplied by customer and or their agents, the guide produced by Proactive is a basic guide only and in no way provides an exhaustive or guaranteed result, where customers or their agents supply artwork for print on disk or via any other means this is done entirely at the customers own risk Proactive can accept no responsibility for the quality of the printed product.

INTELLECTUAL PROPERTY

As a rule, we don’t design for other people to print.
When we retain responsibility for end-to-end production, if something goes wrong – we fix it.
Past experience has taught us that when other people print from a 3rd party’s artwork, if something goes wrong – printers are very reluctant to admit any error or foot the bill. And because of the kinds of people we are, we end up paying the cost of someone else’s mistake, driven by a client’s desire to save a nominal amount on print production.
Our design fees are quoted on this basis. Clients pay an amount towards our creative input and not the full cost of the development which lead to that point. (eg if we provide base text as a starting point, the client doesn’t pay for that – even though there may have been hundreds or even thousands of pounds worth of copywriting and years of iteration to produce that text)
For that reason, we don’t release artwork for third-party production – because we retain the intellectual property rights in our creative work in accordance with intellectual property law in the UK.
In some circumstances, a client may wish to negotiate a release fee relating to work we created on their behalf. This release fee relates only to the final version of the created work not any earlier versions, drafts, sketches or notes.
As a rule of thumb the release fee for intellectual property rights associated with any piece of work is 3x the design fee for the original project (to be adjusted accordingly if an additional discount was included in the original fee).
If the original design included image / font / other third-party licences, we are unable to re-assign those rights and any associated costs will be added to the release fee. ie as a guide, release fee = original project fee x3 + any third-party licenses (eg images / fonts etc)
Similarly, the copy we provide for use in our print is not to be used on websites design and/or maintained by 3^rd parties, without our express written permission, which may constitute a time-limited licence for use.
Images we license are for use in the specific project for which they were purchased, eg if we license images / icons for use on your website, that does not mean they are also licensed for us elsewhere by third parties.
The exceptions to this are the logos we design for clients. When we supply the final file, we also grant a licence to the client to use that logo for whatever they choose. Please note that it is only the final, approved version of the logo which is under this licence and not any earlier versions / variations which were not selected by the client.

FORCE MAJEURE:

Proactive shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his control including, but not limited to: staff illness, act of god, legislation, war, terrorist activity, fire, flood, drought, failure of power, mechanical/ machinery failure, lockout, strike or other action taken by employees in contemplation of furtherance of a dispute or owing to any liability to procure material required for the performance of the contract. During the continuance of such contingency the customer may by written notice to Proactive elect to terminate the contract and pay for work done and material used,but subject there to shall otherwise accept delivery when available.