|We know this small print looks rather tedious,
but we would encourage you to read on as these professional
terms form the basis of what we hope will be a mutually profitable
and agreeable relationship.
Price variation. Quotations
are based on CVA Media Ltd's current costs of production and
market rates relating to print, paper and similar materials.
All quotations are subject to amendment on or at any time
after acceptance to meet any rise or fall in such costs that
are out of our control. However, we aim to honour any quotation
for a period of at least 30 days from date of issue, and will
notify the customer at the earliest possible opportunity if
market conditions make a price variation unavoidable during
Product. Any Artwork, Film or Bromide, Positive or Negative,
Proofs, Colour Matchproofs, Visuals or Presentation material
including any Printed and/or Finished Material produced for
the Customer or a third party by CVA Media Ltd or its agents.
This also includes all banner advertisements and whole or
part digital files or images created for broadcast on the
Checking proofs. Proofs of all work will be submitted for
customer's approval and CVA Media Ltd shall incur no liability
for any errors not corrected by the customer in proofs so
submitted. Customer's alterations and additional proofs necessitated
thereby may be charged extra. When style type or layout is
left to CVA Media's best judgement, additional changes made
by the customer may be charged extra. In situations where
no customer representative is available to check such proofs
and CVA Media must make judgement for the sake of timely product
delivery, we shall exercise all possible care, but shall incur
no liability for any errors or omissions so caused. Similarly,
if no customer representative is available to check final
proofs, CVA Media reserves the right to suspend production
without liability until such a time as those proofs can be
Schedule: The agreed schedule will be adhered to. However,
the client agrees any delay with respect to to the provisions
of Client Materials, approvals, or other assistance to CVA
shall extend the deadline for subsequent tasks or milestones
set forth in the agreed schedule by a period at least equal
to the clients delay. In addition, for any client obligation
described as time sensitive or critical, failure of the Client
to meet its deadline will entitle CVA to prepare a revised
Schedule based on a realistic estimate of the effect of the
delay on the completion of work, taking into account other
work scheduled by CVA.
Keeping the Exchequer happy. CVA Media Ltd reserves the right
to change the amount of any taxes, value added tax, duties
or royalties, etc, which are payable whether or not included
on the estimate or invoice.
We like to advertise. Unless otherwise agreed, products will
usually carry a discreetly sized and positioned CVA Media
Ltd imprint including contact detail such as telephone number,
e-mail or web address or hyperlink.
If your copy leaves something to be desired. A charge may
be made to cover any additional work involved where copy supplied
is not clear and legible.
Copyright on requested content. The customer shall be responsible
for obtaining all necessary authority to reproduce pictures,
artwork, photographs, text etc. The customer agrees to indemnify
CVA Media Ltd and its agents from any claim arising from any
breach of this condition.
The cost of presentations or preliminary work. All work carried
out, whether experimental or otherwise, at the customer's
request may be charged, and if this is the case such a charge
will be notified to the customer before commencement.
Delivery, ownership and payment. Delivery of work shall be
accepted as having occurred when products are delivered (which
includes completion to specification of web products). On
certain classes of work CVA Media Ltd reserves the right to
insist upon payment being received prior to the commencement
Normal conditions will result in an invoice being raised on
delivery with full payment being made within 30 days of invoice
date. CVA Media Ltd reserves the right to levy interest charges
on sums outstanding from 31 days.
(i) Notwithstanding delivery and the passing of risk in any
completed work, or any other provision of these conditions,
the physical property and intellectual property in any preliminary
or completed work shall not pass to the Customer until CVA
Media Ltd has received in cash or cleared funds payment in
full of the price of all the preliminary or completed work
and all other work agreed to be carried out by CVA Media Ltd
for the Customer for which payment is then due.
(ii) Until such time as the property including intellectual
rights in any work carried out by CVA Media Ltd for the Customer
passes to the Customer, the Customer shall hold such work
as CVA Media Ltd fiduciary agent and bailee and shall keep
such work separate from that of the Customer and third parties
and properly stored, protected and insured and identified
as CVA Media Ltd Property. Until that time the Customer shall
be entitled to resell or use such work, whether tangible or
intangible, including insurance proceeds, and shall keep all
such proceeds separate from any moneys or property of the
Customer and third parties and, in the case of tangible proceeds,
properly stored, protected and insured.
(iii) Until such time as the property in such work passes
to the Customer (and provided such work is still in existence
and has not been resold), CVA Media Ltd shall be entitled
at any time to require the Customer to deliver up such work
to CVA Media Ltd and, if the Customer fails to do so forthwith,
to enter upon any premises of the Customer or any third party
where such work is stored and repossess that work.
(iv) The Customer shall not be entitled to pledge or in any
way change by way of security for any indebtedness any of
such work as remains the property of CVA Media Ltd but if
the customer does so all moneys owing by the Customer to CVA
Media Ltd shall (without prejudice to any other right or remedy
of CVA Media Ltd) forthwith become due and payable.
Liability and rush deliveries.
(a) CVA Media Ltd will not accept any liability for any error
or variation of quality howsoever caused if the Product is
not checked by the Customer or his agent immediately upon
delivery by CVA Media Ltd to the customer (or elsewhere at
the Direction of the Customer) and prior to any further production
work of any kind including (without prejudice to the generality
of the foregoing) printing or the commissioning of artwork.
(b) CVA Media Ltd will endeavor to correct any unacceptable
product provided that CVA Media Ltd is notified in writing
prior to any subsequent production cycle. CVA Media Ltd's
liability in any such case will not exceed any in-house costs
attributable to any one project as detailed on the relevant
quotation or estimate. On acceptance of the product the Customer
indemnifies CVA Media Ltd from any cost incurred by him or
a third party resulting from any Product supplied by CVA Media
Ltd and takes full responsibility for any error or variation
of quality of any subsequent product.
(c) Should expedited or rush delivery be agreed an extra sum
may be charged to cover any overtime or any other additional
costs involved. These sums will be generally agreed beforehand.
(d) Should work be suspended at the request of or delayed
through any default of the customer for a period of 30 days
CVA Media Ltd shall then be entitled to payment for work already
carried out and reserves the right to alter estimated costs
for such work when viewed outside of a project context, materials
specifically ordered and any other additional costs including
Completion dates. Although CVA Media will make every effort
to comply with agreed completion dates, these are not guaranteed
unless specified and paid for and the required date notified
and accepted in writing. In the event of such a guaranteed
completion date not being met then CVA Media Ltd liability
will only extend to the refund of any extra charge(s) made
for the specified completion.
Variation in quantity. Every endeavor will be made to deliver
the correct quantity ordered, but estimates are conditional
upon margins of 5% for work in one colour only and 10% for
other work being allowed for overs and shortages. Refunds
or additional charges for such variations may be made and
shall be based upon the run-on costs specified within relevant
Claims. Any query regarding the invoice or the goods supplied
must be made to CVA Media Ltd in writing within 7 days of
invoice date or delivery date whichever is latest. Any query
regarding non delivery must be made within 14 days of invoice
date. Claims outside this limit will not be entertained. CVA
Media Ltd shall not be liable in respect of any claim unless
the aforementioned requirements have been complied with except
in any particular case where the customer shows that (i) it
was not possible to comply with the requirements and (ii)
advice (where required) was given and the claim made as soon
as reasonably possible.
Standing material. (a) Metal, film, glass, magnetic media
and other materials owned by CVA Media Ltd or its agents and
used by it in the production of type, plates, moulds, stereotypes,
electrotypes, film-setting negatives, positives, digital Internet
broadcast files and the like remain its exclusive property.
Such items when supplied by the customer shall remain the
customer's property. Under normal circumstances this standing
material, including any original artwork, will be retained
on file for a period of one year after which time CVA Media
Ltd reserves the right to dispose of it. Duplicate copies
can be supplied for an additional charge should the customer
(b) Not withstanding the above lithographic, photogravure
or other work may be effaced, film or bromide destroyed and
magnetic media erased immediately after the order is executed
unless specific written arrangements are in place. In the
latter event, rent or digital archival costs may be charged.
It is the Customers responsibility to advise CVA Media Ltd
if it is deemed probable that a reprint or reuse of any such
materials is likely in order that suitable storage can be
Customer's property (a) Customer's property, including transparencies
from any source (including photo libraries), and all property
supplied to CVA Media Ltd or its agents on behalf of the customer
shall while it is in the possession of CVA Media Ltd or its
agents or in transit to or from the customer be deemed to
be at customer's risk unless otherwise agreed in writing and
the customer should insure accordingly.
(b) Whilst every care is taken, CVA Media Ltd and its agents
cannot accept responsibility for the loss or damage to artwork,
photographs, transparencies etc. Any liability shall be limited
to the replacement cost of the basic material only.
Material supplied by the customer. (a) CVA Media Ltd or its
agents may reject any magnetic media, paper, plates or other
materials supplied or specified by the customer which appear
to it to be unsuitable.
Additional cost incurred if materials are found to be unsuitable
during production may be charged except that if the whole
or part of such additional cost could have been avoided but
for unreasonable delay by CVA Media Ltd or its agents in ascertaining
the unsuitability of the materials then that amount shall
not be charged to the customer.
(b) Where materials are so supplied, CVA Media Ltd or its
agents will take every care to secure the best results, but
responsibility will not be accepted for imperfect work caused
by the unsuitability of materials so supplied or specified.
(c) Quantities of materials supplied shall be adequate to
cover normal spoilage.
Customer insolvency. If the customer ceases to pay his debts
in the ordinary course of business, or cannot pay his debts
as they become due or being a company deemed to be unable
to pay his debts or has a winding-up petition issued against
it or being a person commits an act of bankruptcy or has a
bankruptcy petition issued against him CVA Media Ltd 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 it and in respect of all unpaid debts
due from the customer have a general lien on all goods and
property in its possession (whether worked on or not) and
shall be entitled on the expiration of 14 days' notice to
dispose of such goods or property in such manner and as such
price an it thinks fit and to apply the proceeds towards such
Illegal matter. (a) CVA Media Ltd or its agents shall not
be required to produce any matter which in its opinion is
or may be of an illegal or libelous nature or an infringement
of the proprietary of other rights of any third party.
(b) CVA Media Ltd reserves the right to refuse to produce
any matter which in its opinion, may be prejudicial or detrimental
to the good of its business.
(c) CVA Media Ltd or its agents shall be indemnified by the
customer in respect of any claims, costs and expenses arising
out of any libelous matter or any infringement of copyright,
patent, design or of any other proprietary or personal rights
contained in any material produced for a customer. The indemnity
shall be extended to any amount paid on a lawyer's advice
in settlement of any claim.
Quality of reproduction. Every effort will be made to obtain
the best possible reproduction on customer's work but because
of the processes involved CVA Media Ltd and its agents shall
not be required to guarantee an exact match between the customer's
original photograph, transparency or artwork and the printed
or digitally published article. It is the customer's own responsibility
to ensure that the photograph(s), transparency(ies) or artwork
submitted are suitable for the work in hand. CVA Media Ltd
cannot accept liability for results caused by unsuitable or
Customer's who require reproduction of a specific standard
and who wish to check the reproduction prior to printing,
must order a full colour proof when placing the order and
accept any additional charges for unscheduled work required
in the pursuit of such standards (such as special colours).
Force majeure. CVA Media Ltd or its agents shall be under
no liability if it shall be unable to carry out any provision
of the contract for any reason beyond its control including
(without limiting the foregoing) Act of God, legislation,
war, fire, flood, drought, failure of power supply, lock out,
strike or other action taken by employees in contemplation
of furtherance of a dispute or owing to any inability to procure
materials required for the performance of the contract. During
the continuance of such contingency the customer may by written
notice to CVA Media Ltd elect to terminate the contract and
pay for work done and materials used, but subject thereto
shall otherwise accept delivery when available.
Law. These conditions and all other express terms of the
contract shall be governed and constructed in accordance with
the Laws of England.
Bank of Scotland
14-16 Cockspur Street
London SW1Y 5BL
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