TERMS & CONDITIONS
Good relationships are built on mutual respect for rights and obligations.
Last updated 5th OCT 2018
IMPORTANT LEGAL NOTICE – PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE USING OUR WEBSITE OR COMMISSIONING OUR SERVICES
- These terms and conditions (‘Terms’) set out the basis on which you may make use of numeraki.com (‘Our Website’) and the legal agreement that will apply to you should you commission our services. Should you not agree to these Terms, please refrain from using Our Website or commissioning our services. We recommend you print a copy of these Terms for your future reference.
- Please read these Terms carefully before you start using Our Website or commissioning our services to fully understand your rights and obligations. In general, they consist of Our:
- terms of sale, detailing the basis on which we enter into a contract of work for products or services;
- We may revise our Terms at any time, so we recommend You check Our Website from time to time to take notice of any changes, as they may be binding on You. You will be deemed to accept the Terms as amended the next time You use Our Website or commission work.
- ‘Numeraki’, ‘We’, ‘Us’ or ‘Our’ shall mean Numeraki Limited and any employees, contracted freelancers or subsidiary companies.
- ‘You’, ‘Your’ or ‘Client’ shall mean the person, company or organisation 1) using Our Website, (whether as a guest or a registered user) 2) placing an order, or 3) accepting a quotation or estimate provided by Numeraki.
- ‘Work’, ‘Design Work’, or ‘Print Work’ shall mean the work executed by Numeraki for the Client.
‘Price’ shall mean the price indicated in a valid quotation or estimate provided by Numeraki to the Client.
- ‘In Writing’ shall mean by any written means including electronic.
- ‘Original’ or ‘Originals’ shall mean any original work or ‘working files’ including, but not limited to, artwork, video, copy, code or research.
- You may only use Our Website for lawful purposes. You may not use Our Website:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- To send, receive, upload, download, use or re-use any material which does not comply with these Terms.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of Our Website in contravention of the provisions of these Terms;
- Not to access without authority, interfere with, damage or disrupt:
- Any part of Our Website;
- Any equipment, network or software used in the provision of Our Website including elements provided third party suppliers.
- We will not be liable if for any reason Our Website is unavailable at any time or for any period. From time to time, we may restrict access to Our Website for essential maintenance or enhancement.
- Access to Our Website is permitted on a temporary basis only, and we reserve the right to withdraw or amend the service we provide on Our Website without notice or explanation.
- If You choose, or You are provided with, a user identification code, password or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by us, at any time, if in our opinion You have failed to comply with any of the provisions of these Terms.
- You are responsible for making all arrangements necessary for You to have access to Our Website and that all persons who access Our Website through Your internet connection are aware of these Terms and comply with them.
Viruses, hacking and other offences
- You must not misuse Our Website by introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Website, the server on which Our Website is stored or any server, computer or database connected to Our Website.
- You must not attack Our Website via a denial-of-service attack or a distributed denial-of service attack. You also must not seek to access, alter or delete any information for which You have not been authorised to access, or overload, spam or flood Our Website, take any action to crash, delay, damage or otherwise interfere with the operation of Our Website.
- By breaching this provision, You may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach of these Terms, Your right to use Our Website will cease immediately.
- We do not guarantee that our Websites will be secure or free from bugs or viruses.
- We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of Our Website or to Your downloading of any material posted on it, or on any websites linked to it. You should use Your own anti virus software.
Links from our website
- Where Our Website contains links to other websites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. Links do not imply that We endorsement or affiliation.
LinkS to our website
- You may link to Our Website home page, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
- You must not establish a link in such a way as to suggest any form of association or endorsement on our part where none exists.
- You must not link to Our Website from any website You do not own.
- Our websites must not be framed on any other site, nor may You create a link to any part of Our Website other than the home page.
- We reserve the right to withdraw linking permission without notice.
- The website in which You are linking must comply in all respects with the standards and provisions set out in these Terms.
- We have no obligation to inform You about any changes to any page content or page addresses on Our Website at any time.
Intellectual property rights
- You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all illustrations, photographs, video, audio, copy or code (‘Content’) made available as part of Your use of Our Website shall remain at all times vested in Us. You are permitted to use this Content only as expressly authorised by Us.
- You acknowledge and agree that the Content on Our Website is made available to You for Your personal reference only.
- You must not use any part of the Content on Our Website for commercial purposes without obtaining a licence from Us to do so.
- You further acknowledge that any other use of the Content of Our Website is strictly prohibited and You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such Content.
Suspension Of Website Access
- When We at Our discretion deem that a breach of these Terms has occurred, We may suspend or terminate Your access to Our Website or take actions We deem appropriate, including, but not limited to:
- immediate, temporary or permanent withdrawal of Your right to use Our Website.
- immediate, temporary or permanent removal of any posting or material uploaded by You to Our Website.
- legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- disclosure of such information to law enforcement authorities as We reasonably feel is necessary.
- We exclude liability for any actions taken in response to breaches of these Terms.
Basis FOR SALE
- Numeraki shall execute Work for the Client in accordance with a quotation or estimate provided and subject to these Terms.
- No variation to these Terms shall bind the parties unless agreed In Writing.
- Numeraki shall not be liable for any oral advice or recommendation given by Numeraki to the Client concerning the Work.
Orders and specifications
- The Client may place their place their order orally or In Writing by accepting a valid quotation or estimate provided by Numeraki.
- The Client is responsible for ensuring accuracy of their order.
- Numeraki shall not be deemed to have accepted the Client’s order unless Numeraki has accepted it In Writing.
- Numeraki may alter the Client’s specifications to conform to any statutory requirements.
- Cancellation by the Client will only be accepted on basis the Client will indemnify Numeraki against all costs and losses thus incurred.
- The Client shall indemnify Numeraki against any liability for any infringement of intellectual property rights or other rights of any third party which may result from use of the Client’s specifications.
- On occasion, Numeraki will submit drafts or proofs of Work for the Client to approve. Once approved, any further alterations will be undertaken at the Client’s cost.
- All Originals produced by Numeraki will remain the sole property of Numeraki. Should the Client require a copy of an Original, it will be provided at Our discretion and an additional charge may be levied.
- Where the Client needs to supply artwork, copy or other materials (‘Client’s Property’) to Numeraki, such Client’s Property will be held by Numeraki at the Client’s sole risk. Numeraki will not be liable for any imperfections in the Work caused by the Client’s Property.
PricE OF THE WORK
- Ordinarily, the Price of any Work will provided by Numeraki in a quotation or estimate In Writing. Quotations and estimates are valid for fourteen days only.
- Where no Price has been quoted, a Price based on the cost to Numeraki of executing the Work will be used.
- If the cost to Numeraki of delivering the Work increases before delivery due to factors beyond Numeraki’s control, Numeraki reserves the right to increase the Price accordingly.
- Alterations to the Client’s order made after initial acceptance may be charged for.
- If Numeraki is required to produce any samples, mock-ups or proofs not explicitly agreed in the quotation or estimate, the Client may be required to pay extra for them.
Terms of payment
- Unless Numeraki has agreed otherwise In Writing, the Client will be required to pay for all Print Work in full in advance and any other Work within 14 days of completion, as determined by Numeraki and indicated on the Work invoice subsequently provided. The time for payment shall be of the essence of the contract.
- If the Client fails to pay for any Work within the time limit outlined above then in addition to its other rights Numeraki may cancel the contract and suspend any further Work or deliveries and charge the Client interest on the outstanding amount at the rate of 5% per annum above the Lloyds Bank PLC base rate from time to time. Numeraki reserves the right to suspend any other existing contracts with the Client until satisfactory resolution.
- The Price quoted will normally include a charge for delivery. Where a charge for delivery has not been expressly agreed in writing, the Price does not include delivery.
- Whilst Numeraki will use all reasonable endeavours to complete and deliver the Work in accordance with any agreed schedule, the time for completion or delivery of the Work shall not be the essence of the contract unless; explicitly agreed In Writing and in particular, but without general prejudice to, the generality of the foregoing, Numeraki shall not be liable for any delay in completion or delivery caused by any fault of the Client or any third party.
- Where the Work includes printing, We may deliver up to 5% more or less than the quantity ordered without adjusting the Price when the quantity so delivered shall be deemed to be the quantity ordered.
- If the Work is to be delivered by instalments, each delivery will constitute a separate contract. If Numeraki fails to deliver one or more of the instalments, the Client shall not be entitled to repudiate the whole contract.
- Numeraki’s liability for any damages to or non-delivery of Print Work shall be limited to the lesser of Numeraki’s print costs or £500.
Risk and Property
- Risk of any damage to or loss of the Work will pass to the Client at the time when Numeraki notifies the Client that the Work is available for collection, or where Numeraki is to deliver the Work to the Client, at when Numeraki or it’s contracted suppliers tenders delivery at the address supplied by the Client.
- Work shall not belong to the Client until it has been paid for in full.
- Until property in the Work passes to the Client, Numeraki shall be entitled to call for its return forthwith and in default to enter the Client’s or any third party’s premises in order to repossess the Work.
- All speculative or conceptual Design and Print Work submitted as part of a ‘pitch’ to the Client will remain the sole property of Numeraki unless otherwise agreed by Numeraki In Writing.
- Without prejudice to the generality of earlier conditions, where any element of the Work is prepared by or belongs to suppliers who are not employees or directly contracted freelancers of Numeraki, (‘Outside Providers’) title to and property in such elements shall remain vested in the Outside Providers and shall not pass to the Client unless otherwise agreed In Writing. The Client shall return any such elements to Numeraki on demand.
- Numeraki reserves the right to retain copies of the Work in both printed and digital format.
- Numeraki shall be entitled to display or publish the Work and use the Client’s logo(s) for reference and marketing purposes, including but not limited to, in any printed or online promotional materials.
- Numeraki shall not be liable for any defect in the Work arising directly from any element supplied by the Client.
- Numeraki shall not be liable for any defect or damage caused by the Client.
- Save as provided in these Terms and except where the Work includes a consumer sale (as defined by the Sale of Goods Act, 1979) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- Where the Work includes consumer sale the Client’s statutory rights are not affected by these Terms.
- The Client must notify Numeraki of any defects in the Work within 48 hours of delivery.
- If the Client notifies Numeraki of a valid defect Numeraki’s liability shall be limited (at Numeraki’s sole discretion) to the rectification of the defects or a refund of an agreed value no greater than the Price.
- Save as provided in these Terms or in respect of death or personal injury caused by Numeraki’s negligence, Numeraki shall not be liable to the Client for any consequential loss or damage arising out of the supply of the Work or its use or resale by the Client.
- Numeraki shall not be liable to the Client for any delay or failure in performance of Numeraki obligations which occurs for reasons outside Numeraki’s reasonable control.
INSOLVENCY OF CLIENT
- If the Client ceases or threatens to cease to carry on business or is found to be insolvent then without prejudice to any other remedy available to Us, We may cancel the contract or suspend any further deliveries without liability to the Client.
- If Work has been delivered but not paid for, the Client shall pay for it immediately despite any previous arrangement to the contrary.
- If any provision of these Terms is held to be wholly or partly invalid or unenforceable the validity of the other provisions of these Terms shall not thereby be affected.
- Any dispute arising under or in connection with these Terms or the execution of the Work shall be referred to the arbitration of a single arbitrator appointed in default of agreement by the Chartered Institute of Arbitrators.
- The courts of England and Wales will have exclusive jurisdiction over any claim arising from these Terms, though we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.
- These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Any notice under these Terms shall served In Writing at the registered office of the party being served.
- Every care will be taken to follow instructions, but the final responsibility for the accuracy of any proof rests with the Client.
- All proofs should be thoroughly checked by the Client as Our liability is limited to corrections only as indicated by the Client on the proof.
- Once a proof has been approved by the Client either by phone, text, email, approval form or otherwise, the Work will be considered complete and consent given by the Client to proceed to print or pass the work along as otherwise instructed by the Client.
- Where an error is found in the Work which was not alerted to on the proof, liability rests solely with the Client. A charge may be levied for additional print-runs or Work required to remedy the error.
- Please check all proofs very carefully to verify:
- All text is correctly formatted, aligned and spaced with the correct fonts used.
- All images are correct
- All spelling and grammar is correct; including the spelling of any names and places
- All contact details (addresses, phone, fax, email, web) are correct
- The page order (for books/brochures) is correct
A NOTE ABOUT DIGITAL PROOFING (PDF)
- Whilst every effort is made to ensure the accuracy of Print Work, We do not accept responsibility for any colour inconsistencies between digital proofs and printed results without the provision of a high-end colour proof. For an additional charge, these can be made available to the Client on request.
- We always recommend provisioning a colour proof BEFORE proceeding to print. Since all computer monitors display colour differently, on screen proofs are not intended to be final colour proofs and are intended for proofing content only.
- By proceeding without a printed colour proof, any approval by the Client will include a Colour Reproduction Waiver in which the Client understands and accepts that no liability will be attached to Numeraki for any colour inconsistencies, perceived or otherwise, between the digital proofs supplied and any printed materials.