Terms and Conditions.
Effective June 2020.
Terms & Conditions | General Sale
1.1 These Terms and Conditions apply to the provision of the services (Services) by Brandprintcolour Ltd. trading as brandprintcolour™️ of 20-22 Wenlock Road, London, N1 7GU (we, us or brandprintcolour) to the person buying the services (you, your or Client).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) or supply of goods and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3.3 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise. Please refer to seperate terms and conditions for the sale and supply of PPE.
4 YOUR OBLIGATIONS
4.1 You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
4.2 If you do not comply with clause 10, we can terminate the Services.
4.3 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
5.1 The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
5.2 In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses (mileage will be charged at 45p per mile), hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
5.3 You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable day rate in effect at the time of performance or such other rate as may be agreed between us.
5.4 Unless expressly stated otherwise all prices are exclusive of VAT and any other levies taxes or duties which shall be charged at the rate and in the manner prescribed by law from time to time.
5.5 If extra expense or any increase in costs or overheads are incurred by us as a result of instruction or lack of instruction or any special requirements or any modifications made at your request or failure to supply appropriate materials, drawings, plans, specifications or any other information whatsoever to enable us to proceed we shall be entitled to increase the fee by giving notice in writing of the amount of such increase to the Client.
6 CANCELLATION AND AMENDMENT
6.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
6.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
6.3 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
6.4 If, due to circumstances beyond our control, including those set out in the clause 16 (Force Majeure), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
7.1 We will invoice you for payment of the Fees either:
7.11 prior to commencement of Services; or
7.12 on the invoice dates set out in the quotation; or
7.13 when we have completed the Services.
7.2 You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
7.3 Time for payment shall be of the essence of the Contract.
7.4 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
7.5 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7.6 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
7.7 Receipts for payment will be issued by us only at your request.
7.8 All payments must be made in British Pounds unless otherwise agreed in writing between us.
8 SUB CONTRACTING AND ASSIGNMENT
8.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
8.2 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
9.1 We can terminate the provision of the Services immediately if you:
9.2 commit a material breach of your obligations under these Terms and Conditions; or
9.3 fail to make pay any amount due under the Contract on the due date for payment; or
9.4 are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
9.5 enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
9.6 convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
10 INTELLECTUAL PROPERTY
10.1 We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights. This extends to intellectual property exchanged or presented in any written form, information exchanged during meetings (formal or informal) or by any communication means. If it subsequently transpires that you have used this intellectual property to your advantage without the payment of appropriate fees, we will levy a charge accordingly. Note that failure to pay all fees defined within a proposal or use of any exchanged material or information without payment of the appropriate fees will contravene International Copyright Law and we will seek to recover all legal costs incurred in pursuant of recovery of appropriate fees and compensation for breach of copyright as determined by court of law.
10.2 All intellectual property and goods supplied under contract will remain the property of brandprintcolour until all project fees and any third party obligations contracted by us on your behalf are paid for in full at which point we will grant an exclusive licence to use without time or geographical limitation.
11 RETENTION OF COPYRIGHT AND TITLE TO GOODS
When applicable, We retain copyright of all brand names and strap lines, including domain names, brand concepts, packaging concepts (structural and graphic), design work and product concepts presented to you by way of speculative or introductory activity (or as part of a project presentation) for which no fees are paid. We may use re-use these at our discretion.
12.1 We will keep all information exchanged in any form with you confidential at all times and a Non Disclosure Agreement (NDA) can be exchanged on request. We will ensure that NDA’s are exchanged before discussion with third parties as applicable.
12.2 We expect you to respect confidentiality and not to use any intellectual property exchanged in any form (including any content within a proposal) without our explicit written consent.
13 LIABILITY AND INDEMNITY
13.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
13.2 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
13.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
13.31 any indirect, special or consequential loss, damage, costs, or expenses or;
13.32 any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
13.33 any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
13.34 any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
13.35 any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
13.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
13.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
BRANDPRINTCOLOUR LTD CANNOT BE HELD LIABLE FOR ANY COSTS OR ERRORS RESULTING FROM THE PROVISION OF (OR THE FAILURE TO PROVIDE) ANY FILES, PRODUCTS OR SERVICES.
14 DATA PROTECTION
14.1 When supplying the Services to the you, we may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
14.2 The parties agree that where such processing of personal data takes place, you shall be the ‘data controller’ and we shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
14.3 For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
14.4 We shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with you, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for our own or for any third party’s purposes.
14.5 We shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
14.6 We shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by us on behalf of you.
15 FORCE MAJEURE
15.1 brandprintcolour shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, pandemic or epidemic of any disease, accident, fire, flood, storm, terrorist attack, war, chemical or biological contamination, strikes, lock outs, accidents, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Client shall be entitled to a reasonable extension of its obligations.
15.2 If the delay continues for a consecutive period of 30 days, either party may request a hiatus to Services. brandprintcolour reserves all rights in regard to the suspension of Services for an agreed period, any further provision of the Services or to cancel any future services which have been ordered by, or otherwise arranged with, you.
15.3 We may communicate by electronic mail with you. Both parties recognise the risks associated with communication by this medium including misinterpretation, delays, interception and viruses. Neither Party shall hold the other liable for any damage incurred by the use of electronic mail.
16.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
16.2 Notices shall be deemed to have been duly given:
16.21 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
16.22 when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
16.23 on the fifth business day following mailing, if mailed by national ordinary mail; or
16.24 on the tenth business day following mailing, if mailed by airmail.
16.3 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
17 CHANGES TO TERMS AND CONDITIONS
The Seller shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
18 NO WAIVER
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
20 PROMOTIONAL USE
We reserves the right to use all works for promotional purposes in perpetuity without restriction.
21 LAW AND JURISDICTION
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
These terms and conditions were last updated on 05 June 2020
Terms & Conditions | PPE
1.1 “Buyer” means the individual or organisation who buys or agrees to buy the Goods from the Seller; 1.2 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 “Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.4 “Goods” means the articles that the Buyer agrees to buy from the Seller;
1.5 “Seller” means Brandprintcolour Ltd, trading as ‘brandprintcolour™️’ of 20-22 Wenlock Road, London, N1 7GU that owns and operates www.brandprintcolour.com;
1.6 “Terms and Conditions” means the terms and conditions of sale set out in this agreement and any special terms and conditions agreed in writing by the Seller;
1.7 “Website” means www.brandprintcolour.com.
2.1 Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Paying for the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any complaints should be addressed to the Seller’s address stated in clause 1.5.
3.1 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Seller. The Seller may choose not to accept an order for any reason.
3.2 Where the Goods ordered by the Buyer are not available from stock the Buyer shall be notified and given the option to either wait until the Goods are available from stock or cancel the order and receive a full refund within 30 days.
3.3 When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are to add a product to the basket by clicking “add to basket” and following the instructions on screen to proceed through the checkout pages, supplying the appropriate details along the way. A confirmation email will be sent to the customer of the order.
4 PRICE AND PAYMENT
4.1 The price of the Goods shall be that stipulated on the Website. PPE items are zero rated for VAT to 31st July 2020. PPE prices shown are inclusive of delivery to a single UK address.
4.2 The total purchase price, including VAT and delivery charges, if any, will be displayed in the Buyer’s shopping cart prior to confirming the order.
4.3 Payment of the price plus VAT and delivery charges must be made in full before dispatch of the Goods.
5 RIGHTS OF SELLER
5.1 The Seller reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. The Seller shall make every effort to ensure prices are correct at the point at which the Buyer places an order.
5.2 The Seller reserves the right to withdraw any goods from the Website at any time.
5.3 The Seller shall not be liable to anyone for withdrawing any Goods from the Website or for refusing to process an order.
6 AGE OF CONSENT
6.1 Where Goods may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare that they are of the appropriate legal age to purchase the Goods.
6.2 If the Seller discovers that the Buyer is not legally entitled to order certain Goods, the Seller shall be entitled to cancel the order immediately, without notice.
The Seller warrants that the Goods will at the time of dispatch correspond to the description given by the Seller. Except where the Buyer is dealing as a Consumer, all other warranties, conditions, or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by Statute, common law or otherwise are excluded, and the Buyer is satisfied as to the suitability of the Goods for the Buyer’s purpose.
8.1 Goods supplied within the UK will normally be delivered within 10 working days of acceptance of order.
8.2 Goods supplied outside the UK will normally be delivered within 14 working days of acceptance of order.
8.3 Where a specific delivery date has been agreed, and where this delivery date cannot be met, the Buyer will be notified and given the opportunity to agree a new delivery date.
8.4 The Seller shall use its reasonable endeavours to meet any date agreed for delivery. In any event time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date.
8.5 Delivery of the Goods shall be made to the Buyer’s address specified in the order and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
8.6 Title and risk in the Goods shall pass to the Buyer upon delivery of the Goods.
9 CANCELLATION AND RETURN
9.1 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller by email email@example.com within 3 working days of delivery if the Goods are damaged or do not comply with any of the Contract. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
9.2 Where a claim of defect or damage is made the Goods will be replaced as long as stock is available. If stock is not available and the returned goods are found to be damaged or faulty the Buyer shall be entitled to a full refund (including delivery costs) plus any return postal charges.
9.3 If you are a consumer you have the right, in addition to your other rights, to cancel the Contract and receive a refund by informing the Seller by email firstname.lastname@example.org within 14 working days of receipt of the Goods.
9.4 Goods must be returned by the Buyer at the Buyer’s expense and should be adequately insured during the return journey. The Buyer will receive a refund of all monies paid for the Goods (including delivery charges, if any) except for return postal charges within 30 days of cancellation. If the Buyer fails to return the Goods following cancellation, the Seller shall be entitled to deduct the cost of recovering the Goods from the Buyer.
9.5 Goods to be returned must clearly show the order number obtained from the Seller on the package.
9.6 Where returned Goods are found to be damaged due to the Buyer’s fault the Buyer will be liable for the cost of remedying such damage.
9.7 Special orders, bespoke products and custom printed items cannot be returned unless damaged or faulty.
9.8 Sealed boxes or packets cannot be returned once opened unless damaged or faulty.
9.9 You are expected to take reasonable care of all items while in your possession.
10 LIMITATION OF LIABILITY
10.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the Price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
10.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury resulting from the negligence of the Seller or that of the Seller’s agents or employees.
No waiver by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
12 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, pandemic or epidemic of any disease, accident, fire, flood, storm, terrorist attack, war, chemical or biological contamination, strikes, lock outs, accidents, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
14 CHANGES TO TERMS AND CONDITIONS
The Seller shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
15 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
16 USE OF PERSONAL INFORMATION
These terms and conditions were last updated on 05 June 2020.