Tax
Green Umbrella Marketing Ltd reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
Proofs
Proofs of all work may be submitted for customer’s approval and Green Umbrella Marketing Ltd shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to Green Umbrella Marketing Ltd’s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis. The forgoing provisions relating to proofs applies to all types of proof provided to enable the customer to approve the content prior to printing taking place or digital media going live, proofs may take the form of hard copy, digital files or websites and applications viewed on-line.
Copyright
Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Green Umbrella Marketing Ltd shall vest in and belong to Green Umbrella Marketing Ltd. Green Umbrella Marketing Ltd may use any artwork or printing produced by itself for the purposes of promoting itself. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text, fonts and/or any other reproducible materials (“Materials”) prior to instructing Green Umbrella Marketing Ltd to reproduce the same. The customer shall indemnify and hold Green Umbrella Marketing Ltd and their agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by Green Umbrella Marketing Ltd infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
Company imprint
Unless otherwise specifically requested in writing any work may carry the Green Umbrella Marketing imprint which will be positioned at Green Umbrella Marketing Ltd’s discretion.
Delivery and payment
Turnaround is measured in Working Days, defined as days on which the clearing banks in the City of London are open for normal business. For orders made on a Guaranteed Turnaround service (being orders guaranteed to be ready within a certain period (the “Guaranteed Period”)), delivery (as more particularly described in paragraph 6(a) below) will be made no later than 10pm on the last Working Day of the Guaranteed Period. Should Green Umbrella Marketing Ltd fail to deliver within the Guaranteed Period (see also paragraph 7 Variations in quantity), a service “credit” will be awarded up to the value of the order in question (redeemable against future orders within 6 months of issue of the Credit in question) (the “Credit”). The customer will still be obliged to pay in full for the order in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround Service (“the Premium Charges”). Where the late delivery is as the result of the action or inaction of a third party, such as a carrier, Green Umbrella Marketing Ltd, at their absolute discretion, may elect to extend the Turnaround by one Working Day and the customer shall not be awarded a Credit during this time. These services rely on the customer not delaying the progress of the order in any way in the event of a customer delay the customer shall not be awarded a Credit and Green Umbrella Marketing Ltd shall not be bound to deliver within the Guaranteed Period. In addition:
(a) Delivery of printed work and other tangible items by Green Umbrella Marketing Ltd shall be deemed to take place upon collection of the work by the customer (where the customer is obliged to collect the work) or (where Green Umbrella Marketing Ltd is obliged to deliver the work) actual delivery of the work to the customer by Green Umbrella Marketing Ltd. Where the customer is obliged to collect the work, customer’s failure to collect the work on the day on which Green Umbrella Marketing Ltd is contractually obliged to have it ready for collection shall be classed as a customer delay. Where Green Umbrella Marketing Ltd is obliged to deliver the work to the customer but the customer provides Green Umbrella Marketing Ltd with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Green Umbrella Marketing Ltd has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a customer delay. Delivery of digital work is considered to occur once placed on a server for the customer’s approval and once approved Green Umbrella Marketing Ltd shall endeavour to make the digital work live within one working day (unless requested otherwise by the customer).
(b) Unless otherwise specified the price quoted is for collection of the work from Green Umbrella Marketing Ltd, a charge may be made to cover any extra costs involved for delivery to a different address.
(c) Should work be suspended at the request of, or delayed through any default of the customer, for a period of 30 days or more Green Umbrella Marketing Ltd shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(d) Risk of loss of or damage to work completed by Green Umbrella Marketing Ltd shall pass to the customer on delivery. Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by Green Umbrella Marketing Ltd until Green Umbrella Marketing Ltd has received payment in full in respect of the work.
(e) In the unlikely event that Green Umbrella Marketing Ltd deems it necessary to re-print work, the Guaranteed Period shall recommence from the time of Green Umbrella Marketing Ltd’s confirmation to the customer of its agreement to re-print the work.
Variations in quantity
Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and acceptable up to 4% and that Green Umbrella Marketing Ltd shall have no liability in respect of such variations. For shortages greater than 4% and less than 25% Green Umbrella Marketing Ltd’s entire liability will be to award a Credit of x – 4% pro rata to the value of the order where x = the shortage e.g. a shortage of 15% will receive credit of 11% of the value of the order. The Customer’s sole remedy in respect of shortages above 25% (“Additional Shortages”) will be a re-print of the entire shortage quantity of the relevant work, to be undertaken by Green Umbrella Marketing Ltd within a reasonable period of time. The Customer shall not be entitled to a Credit in respect of an Additional Shortage.
Claims
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Green Umbrella Marketing Ltd within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to Green Umbrella Marketing Ltd within seven clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to Green Umbrella Marketing Ltd within 28 days of delivery. Green Umbrella Marketing Ltd shall not be liable in respect of any claim unless the aforementioned requirements have been complied with. Digital work will consist of those elements detailed on the project proposal and Green Umbrella Marketing Ltd shall be under no obligation whatsoever to provide anything more (including any extra functionality) howsoever in respect of the digital work (including any network access) other than that detailed in the project proposal. Any claim that the elements detailed in the project proposal have not been provided must be made in writing to Green Umbrella Marketing Ltd within 28 days of delivery. Green Umbrella Marketing Ltd shall not be liable in respect of any claim if the claim in question is notified outside the aforementioned timescale.
Liability
Green Umbrella Marketing Ltd gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. Green Umbrella Marketing Ltd shall not be liable for any loss arising from delay in transit not caused by Green Umbrella Marketing Ltd. Further, Green Umbrella Marketing Ltd shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data including any stored on or accessible through any digital work. The total aggregate liability of Green Umbrella Marketing Ltd in respect of any and all causes of action arising out of or in connection with the customer’s order and Green Umbrella Marketing Ltd’s performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 8) be limited to the sums paid to Green Umbrella Marketing Ltd by the customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
Customer’s property
(a) The customer’s property and all property supplied to Green Umbrella Marketing Ltd by or on behalf of the customer shall while it is in the possession of Green Umbrella Marketing Ltd be deemed to be at customer’s risk. Whilst Green Umbrella Marketing Ltd takes all reasonable care of such property in the event of its loss by Green Umbrella Marketing Ltd it shall be deemed to have a value of £5 or less.
Credit terms and payment – For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), Green Umbrella Marketing Ltd reserves the right to (a) charge interest on the overdue debt at the statutory rate from time to time in force and an administration fee to cover its debt recovery costs and any other costs relating to the collection of payment and (b) suspend work for the customer and remove / take down digital work completed to that point until payment has been received.
Insolvency
If the customer ceases to pay its debts in the ordinary course of business or cannot pay its 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 commits an act of bankruptcy or has a bankruptcy petition issued against it, Green Umbrella Marketing 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 Green Umbrella Marketing Ltd, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in Green Umbrella Marketing Ltd’s ‘s 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 at such price as Green Umbrella Marketing Ltd thinks fit and to apply the proceeds towards such debts.
Illegal matter
(a) Green Umbrella Marketing Ltd shall not be required to print any matter, which in its opinion is or may be of an illegal, libellous, immoral, blasphemous, morally offensive, politically extreme, obscene or fraudulent nature or an infringement of the intellectual property or other rights of any third party (“Offending Matter”). (b) The customer shall indemnify and hold Green Umbrella Marketing Ltd harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be Offending Matter.
Full colour printing
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer’s work but variation is inherent in the print process and it is understood and accepted as reasonable that, Green Umbrella Marketing Ltd shall not be required to guarantee an exact match in colour or texture between the customer’s photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Green Umbrella Marketing Ltd or other party) or any other materials supplied by the customer and the printed article the subject of the customer’s order.
Data Protection
By placing an order with Green Umbrella Marketing Ltd, the customer consents to its details being kept for accounting and marketing purposes. The details will be kept by Green Umbrella Marketing Ltd even after the customer’s trading relationship with Green Umbrella Marketing Ltd has terminated. Green Umbrella Marketing Ltd may use the customer’s personal data to let customers know about goods and services similar to the goods or services provided to the customer previously and any others matters that Green Umbrella Marketing Ltd consider may be of interest to customers.
Force majeure
Green Umbrella Marketing Ltd shall be under no liability (and shall not be obliged to refund all or part of any fees paid by the customer) if it shall be unable to perform any obligation which is owed by it to the customer for any reason beyond his 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 or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may by written notice to Green Umbrella Marketing Ltd elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
Variation to Terms and Conditions
These terms and conditions may be amended from time to time by Green Umbrella Marketing Ltd (but not for the avoidance of doubt by any customers). The latest version of these terms and conditions may be accessed via the Website.
Severability
If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Invalidity of other terms
Unless expressly agreed to in writing, no other terms (including those contained on any purchase order supplied by a customer) nor any representation will form part of any contract between Green Umbrella Marketing Ltd in question and the customer and these terms and conditions will, in absence of any written agreement between Green Umbrella Marketing Ltd and the customer stating otherwise, represent the entirety of the terms of such contract.
Notice
Any notice to be required to be served under any contract between Green Umbrella Marketing Ltd in question and the customer shall be in writing and delivered personally or sent by first class prepaid post to, in the case of Green Umbrella Marketing Ltd in question, the address of the outlet operated by Green Umbrella Marketing Ltd in question and, in the case of the customer, to the address of the customer detailed in the order form. Any such notice shall be deemed properly served, in the case of personal delivery on delivery and in the case of posting two working days after the date of posting.
Law
These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract between Green Umbrella Marketing Ltd and the customer into which these terms are incorporated.
