Updated April 2009

Terms & Conditions of Service and Supply

Go 1. General
Go 2. Definitions
Go 3. Basis of Sale and Service
Go 4. Estimates, Prices and Orders
Go 5. Payment Terms
Go 6. Property Ownership and Risk
Go 7. Proofs and Artwork
Go 8. Claims and Queries
Go 9. Force Majeure
Go 10. Governing Law

1. General

These Terms and Conditions of Service and Supply apply to all services and products provided by Hullabaloo Visual Communications Limited, and supersede all understandings or prior agreements, whether written or verbal, and all representations or other communications.

All work is carried out by us on the understanding that the customer has agreed to these Terms and Conditions.

Copyright is retained by us on all design work including words, pictures, ideas, visuals and illustrations unless all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by us as fulfilling the contract. All of the other designs remain the property of Hullabaloo, unless agreed in writing that this arrangement has been changed.

The company reserves the right to promote designs developed by us as part of their portfolio and their promotional activities.

The company reserves the right to alter these terms and conditions without notice, and whilst every effort is made to be accurate and up-to-date, errors and omissions are excluded.

2. Definitions

In these conditions:

• ‘Hullabaloo’, ‘the company’, ‘we’, ‘us’, or ‘ours’ refers to Hullabaloo Visual Communications Limited, including any other person or company acting as an authorised representative or lawful agent of Hullabaloo Visual Communications Limited.
• ‘Customer’, ‘you’, or ‘yours’ refers to the person, business or company from whom orders for work are received and with whom Hullabaloo enters into a lawfully binding contract.
• ‘these Conditions’ means the standard terms and conditions of service and supply set out in this document and includes any special terms and conditions agreed in writing between us and you.
• ‘the Services’ means the services to be provided to you as set out in our estimate.
• ‘the Goods’ means the goods (including any instalment of the goods or any parts for them) which we are to supply in accordance with these Conditions.
  
• ‘month’ means a calendar month
• ‘writing’ includes any communications effected by, electronic email, facsimile transmission, or any comparable means.
  
  

3. Basis of Sale and Service

These terms and conditions can only be altered or qualified as agreed in writing by the company and you and must be signed by an authorised representative of the company setting out in full all the relevant alterations and qualifications.

Any typographical, clerical or other error or omission in any sales literature, estimate, quotation, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on the company.

4. Estimates, Prices and Orders

We will:

• provide you with an estimate of the price to be charged if you request one before an order is placed;
• provide such estimates based on our current production costs;
• try to ensure that an estimate is valid for 28 days, although we may amend any estimate if it is necessary to do so.

It is your sole responsibility to request an estimate before placing an order. If, however, a price has not been expressly agreed at or before an order is placed, we shall charge you in accordance with our normal pricing structure and you shall not subsequently dispute the price charged.

Estimates that we supply are not offers to enter into legally binding contracts, but are merely indications of the price that we charge to undertake a particular type of work.

We reserve the right to make additional charges in respect of all costs, charges and expenses incurred by the company beyond normal allowances including but not limited to those caused by or arising out of:

• copy supplied not being clear and legible;
• author’s corrections or other work not specified in the estimate;
• overtime working by the company’s staff or subcontractors;
• additional use of couriers, special deliveries and similar facilities.

All estimates given and orders accepted are exclusive of Value Added Tax (VAT) which, you will be additionally liable to pay to us.

If you cancel an order after we have commenced work on it, you shall be charged the full order value or such lower amount as we may (at our sole discretion) determine.

5. Payment Terms

You must:

• pay all invoices by the last day of the month following the month of invoice;
• not exceed any credit limit that we may apply to your account from time to time;
• make regular or stage payments on a monthly basis (as invoiced) on any order which takes longer than 28 days to complete;
• pay interest on amounts that are unpaid by their due date at a rate of 5% above Barclays Bank PLC base rate from time to time, subject to a minimum interest rate of 15% per annum calculated on a daily basis from the date of the invoice.

At our sole discretion, we may insist that you pay a deposit or the full amount when the order is placed or at some time before goods are delivered or collected or services completed.

You will reimburse us for any legal or debt collection costs taken against you (including taking advice from a solicitor or barrister, charges made by a debt recovery agency, or time spent and costs incurred by our employees and/or directors in preparing and pursuing legal action) to recover monies owed by you.

6. Property Ownership and Risk

You shall be deemed to have accepted the goods and services on delivery but we shall retain ownership of all materials and goods produced until all goods and services provided to you have been paid in full.

With specific reference to the design and production of websites, all websites will be hosted via an appropriate link to our own servers until all invoices/monies due have been settled in full. The website will then be made available to you for hosting on your servers.

Any materials made available to the company by you or on your behalf shall, whilst it is in our possession or in transit, be at your risk and we will not be liable for any damage to such materials however caused, and you will be responsible for such materials to be appropriately insured.

We will be entitled to destroy any such materials supplied to us by you or on your behalf on the earlier of 12 months from being in our possession or one month after written notice has been given by us to you.

7. Proofs and Artwork

You are responsible for:

• clearly, concisely, specifically, and adequately conveying your requirements to us;
• ensuring that any originated artwork is suitable and adequate for your needs and purposes;
• thoroughly, properly and completely checking any requested proof for errors or omissions;
• clearly making any necessary amendments on a proof;
• giving us your complete and absolute approval of a proof in verbal or written form, and giving us authority to proceed to print your work.

Any work undertaken will be proofed and provided to yourselves to proof in the understanding that the final proof is signed off by yourselves as perfect and therefore any errors or omissions thereafter are not the company’s responsibility.

After a final proof is approved by you in verbal or written form, we may charge extra if you make alterations or changes to the original concept design or content, and these changes necessitate additional work from us or you change the style, type or layout if you had previously left it to our judgement and discretion.

8. Claims and Queries

All claims and queries in regard to goods supplied (including shortages, errors etc) must be made by you in writing or a form specifically approved by us, and must be submitted to us within three working days of delivery date or collection.

All claims and queries regarding an invoice must be made by you within ten working days of the invoice date, and queries regarding non-delivery of goods must be made by you within five working days of the invoice date.

All claims and queries will not normally be entertained unless they are made within these time limits.

9. Force Majeure

We shall be under no liability if we are unable to carry out any provision of a contract for any reason beyond our control, including but not limited to acts of God, legislation, war, fire, flood, drought, failure of power supply, mechanical breakdown, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute, or an inability to procure materials required for the performance of the contract. We shall endeavour to give immediate notice to you of this and will take all reasonable steps to resume performance of its obligations.

10. Governing Law

These terms and conditions shall be governed by the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.