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The
following terms and conditions of business form the basis of a working
agreement between Eclipse Design and Marketing Limited (hereon
referred to as Eclipse) and their clients. These terms and conditions
are to the exclusion of all other terms and conditions that a client
may seek to impose upon Eclipse, unless agreed by a Director of
Eclipse.
1.
New Accounts
1a. Eclipse reserves the right to ask new clients to complete a
written credit application form, together with relevant and current
trade references.
1b. A maximum credit limit will be set and advised on receipt of
a completed credit application and after references have been received.
1c. We reserve the right to invoice on a pro-forma basis for a new
client in their first month of trading with Eclipse.
2.
Estimates
2a. Estimates provided by Eclipse are based on available information
and current production costs at the time of estimation. Any variation
in the specification or cost of production will be reflected in
chargeable costs but these will be re-estimated to advise of any
such changes.
2b. All estimates are valid for thirty days only and are subject
to VAT as appropriate.
2c. Estimates submitted by Eclipse must be signed by the client
prior to work commencing and an order number or written order provided
by the client clearly indicating the approved cost.
2d. Any preliminary work undertaken by Eclipse requested by a client
will be chargeable unless by prior agreement, even if the work is
cancelled.
2e. If a client provides copy, Eclipse may charge for any additional
work to make the copy fit for purpose.
2f. Any amendments incurred as a result of a client instruction
will be chargeable over and above the original estimate unless agreed
otherwise prior to beginning the additional work.
2g. Estimates will include delivery to a client’s normal place
of work. This will be deemed to be the address on the estimate unless
otherwise notified by the client. If the delivery address is not
to the client’s normal place of work, Eclipse should be notified
in order that any additional delivery costs may be detailed on the
estimate.
3. Communication
3a. We are able, upon request, to confirm client instructions through
contact reports. This will normally be sent to a client’s
designated email address within forty eight hours of receipt of
a client’s instructions. Clients are then requested to notify
Eclipse immediately if the notes within the contact report are not
in accordance with the client’s recollection of what took
place during the contact.
3b. Eclipse can not be held responsible for corruption, interception,
loss, destruction or lateness of data as a result of email communication
and it is the recipient’s responsibility to carry out a virus
check on any material transmitted to them by Eclipse.
3c. Upon request, critical time paths can be provided by Eclipse
for guidance on likely delivery dates but are subject to change
as a result of any circumstances beyond the control of Eclipse.
4. Proofs
4a. Proofs will be submitted to clients at various stages during
the course of a project.
4b. Unless specified by a client, Eclipse will create a style for
the work which, if changed by the client, may be charged as extra.
4c. Whilst Eclipse will endeavour to check all proofs for client
submission thoroughly, Eclipse can not be held responsible for errors
or omissions on proofs not corrected by the client.
4d. Proofs submitted to the client for approval must be signed by
the client to indicate approval or amendment work that may be chargeable
as set out in point 2f.
4e. Additional proofs that are required as a result of a client’s
amendments will be chargeable as extra, unless agreed otherwise
prior to producing the additional proof.
4f. Eclipse reserves the right not to proceed with work until a
client signature has been forthcoming.
5.
Sub-contracting
5a. Eclipse may sub-contract part or all of the work required in
order to fulfil a client’s order.
6. Delivery
6a. All deliveries will be to a client’s normal place of work,
unless otherwise specified as detailed in 2g above.
6b. Whilst Eclipse will sometimes sub-contract delivery to reliable
courier services, Eclipse can not be held responsible for a late
delivery by a third party.
6c. If additional charges are made to Eclipse by a third party in
order to expedite a delivery at the request of a client, these extra
charges will be passed on from Eclipse to the client.
6d. Packing and transportation insurance will be limited to that
in place with the third party or supplier responsible for the delivery.
6e. Risk of goods will immediately pass to the client upon delivery
or from when the goods leave the premises of Eclipse, whichever
is the earlier.
6f. Eclipse will require a delivery note to be signed by the client
or their representative on delivery of goods, a copy of which should
be retained by the client at that time.
6g. If goods delivered to a client are justifiably rejected, the
liability of Eclipse will be restricted to the replacement or correction
of those goods only. A client must not sign the delivery note unless
the client accepts the goods as fit for purpose.
6h. Eclipse can not be held responsible for any consequential loss
as a result of late or non-delivery by Eclipse.
6i. If it is agreed that a client requires Eclipse to forward artwork
to their designated printer, publisher, or other third party, the
client or their third party must provide a detailed technical specification
to ensure that the artwork is fit for purpose.
7. Indemnity
7a. The client will indemnify Eclipse against any action, including
any legal costs, taken as a result of information provided by the
client that is deemed to be illegal, libellous or offensive.
7b. The client will indemnify Eclipse against any action, including
legal costs, taken as a result of an infringement of copyright,
patent rights, design rights or trade marks.
8. Invoicing
8a. Invoices are raised on a monthly basis, but at any time within
the month, for the full amount of work that has been carried out
during that month. This may include part payment where work is carried
over in excess of one month’s duration.
8b. A client’s order number will be included on the invoice
if provided by the client.
8c. If a client suspends or delays work in progress by thirty days
or more, Eclipse may submit an invoice for all work to date at that
time.
8d. Any question about an invoice submitted by Eclipse to a client
must be put in writing within seven days of the date of the invoice.
9. Payment
9a. If a client requires Eclipse to purchase advertising media on
their behalf, where the agency commission due to Eclipse is less
than 15%, Eclipse will uplift this figure to 15%.
9b. All invoices are payable thirty days after the date of invoice,
unless otherwise specified or agreed.
9c. For exhibition stands and interior design projects and other
projects where third party suppliers impose certain payment terms
upon Eclipse that are different from the normal terms of Eclipse,
these terms will be passed on to a client. On projects of this nature,
it is usual for exhibition contractors to require 50% of the total
invoice cost paid to them eight weeks prior to the last day of build-up,
with the remaining 50% payable on the last day of build-up. Eclipse
will endeavour to negotiate the best possible payment terms with
their third party suppliers and pass on the benefit of these terms
to clients as appropriate.
9d. A pro-forma invoice may be submitted to a client for immediate
payment when a third party supplier imposes such terms on Eclipse.
9e. Eclipse reserves the right to charge interest at 8% above base
rate per annum on overdue accounts.
9f. Title of goods will only pass to a client once payment in full
has been made.
10. Property
10a. If a client provides Eclipse with property, it is the responsibility
of the client to ensure the goods are properly insured.
10b. Eclipse will ensure that reasonable care is taken of a client’s
property when provided to Eclipse but will not be held responsible
for loss or damage.
10c. All copyright pertaining to work carried out by Eclipse for
a client will remain the property of Eclipse unless otherwise agreed
in writing.
10d. We reserve the right to be identified as the creator and copyright
holder of all work produced on behalf of a client.
11. Force Majeure
11a. Eclipse shall be under no obligation to carry on or complete
work in the event of circumstances beyond their control.
12. Client Satisfaction
12a. If a client is unhappy about goods or any other delivery made
by Eclipse, the client should make his concerns known in writing
to Eclipse within 24 hours.
12b. If, at any time, a client has cause for complaint or a client
feels their account is not being handled professionally by their
normal point of contact, then they should contact Andrew Pearson,
Managing Director of Eclipse, who will ensure the matter is dealt
with quickly and efficiently.
12c. If, at any time, a client would like to discuss any way in
which the service provided by Eclipse may be improved, then they
should contact Andrew Pearson, Managing Director. |
