TERMS & CONDITIONS
These conditions alone shall govern and be incorporated in every Contract for the sale of goods and services by ARTVIK Photography (hereinafter referred to as the Company) to any Client.
1.1. THE COMPANY – Kirsten Norton trading as ARTVIK Photography.
1.2. THE CLIENT – Any other Individual or Company entering into any Contract with the Company.
1.3. THE BRIEF – The brief for any Contract to be undertaken by the Company is defined as any information, data or goods supplied to the Company either verbally or in writing against which the Company is able to provide appropriate costs in the form of a quotation.
1.4. THE QUOTATION – Quotations are generated from the Brief and are provided as an estimate for the cost of a Contract based on the information available at the time of submission.
1.5. THE CONTRACT – The purchase of any services supplied by the Company to the Client.
1.6 DOCUMENT – Includes in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape, samples, artwork and technical information or other device embodying visual images and any disc, tape or other device embodying any other data
1.7 INPUT MATERIAL – Any Document corporate literature or other materials and other information of any kind provided by the Client relating to the Service
1.8 INTELLECTUAL PROPERTY RIGHTS – Intellectual and industrial property rights of all kinds including know-how, patents, trade marks, service marks (whether registered or unregistered), registered design, copyright and unregistered design rights
1.9 OUTPUT MATERIAL – Any Documents Programs or other materials and any data or other information used or provided by the Company relating to the Service (but for the avoidance of doubt does not include authorising files)
2.1. Quotations issued by the Company are invitations to order from the Company and are valid for 28 days. No Contract will exist until the Company has agreed the terms of the Contract and accepted the Client’s official purchase order.
2.2. Changes to the brief or the provision of information which affects the terms of any Contract will result in changes to the quotation which will be notified to the Client in writing.
2.3. Quotations for meeting charges shown within the Company’s quotations are indicative only. Travelling and meeting times are charged by the hour.
3.1. All design fees are inclusive of time and materials deemed necessary to meet the terms of the agreed Contract only.
3.2. All design fees are exclusive of:
• value added tax or other governmental duty as appropriate
• costs for time and travel expenses for attending meetings with regard to the Contract
• copyright to any design work undertaken
• delivery charges for any item covered by the Contract
4. ORDERS AND SPECIFICATIONS
4.1. Any orders given verbally (i.e. not in writing) must be confirmed in writing by the Client. Otherwise, the Company cannot accept liability for wrong interpretation or delay in proceeding with the order. When the Client’s urgency does not allow sufficient time for written confirmation to be received the Client will be liable for any error arising.
4.2. The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order. Including any applicable specification submitted by the Client and for giving the Company any necessary information relating to the goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
4.3. No order, which has been accepted, by the Company may be cancelled by the Client except with the agreement in writing of the Company. The Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of any labour and/or materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.4. Any change to the specification or brief once the Contract has been undertaken which affect the value of the quotation will be notified to the Client either verbally or in writing. The Contract will be suspended until any additional cost has been approved and any additional order cover been supplied as above.
4.5. Any change to the specification or brief once the Contract has been undertaken which affect the time scales of the Contract as agreed will be notified to the Client either verbally or in writing. The liability of any implication of the change in time scales due to changes rests with the Client.
5. APPROVAL PROCEDURE
5.1. At the discretion of the Company, approval from the Client may be required at the end of each stage of the Contract. The Contract shall not progress until approval is received, either verbally or in writing, by the Company.
5.2. Any time scales or deadlines quoted in any Contract do not take into account time taken by the Client to approve any work, goods or services submitted by the Company.
6.1. The Company will not be liable in any circumstances for the consequences of any delay in delivery or failure to deliver, if the delay or failure is due to any act of god, fire, inclement or exceptional weather conditions, industrial action (whether at the Company’s premises or elsewhere), hostilities, shortages of labour, materials, power or other suppliers, governmental order or intervention (whether or not having force of law) or any other cause whatever beyond the Company’s control or of an unexpected or exceptional nature.
6.2. If for any reason the Client is unable to accept delivery of the goods when the goods are due and ready for delivery the Company may arrange storage of the goods and the Client shall be liable to the Company for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right, which the Company may have in respect of the Client’s failure to take delivery of the goods or to pay for them in accordance with the contract.
6.3. No delay in delivery shall entitle the Client to cancel or repudiate the contract.
6.4. Any costs incurred for delivery of any goods or services to the Client as part of any Contract will be charged to the Client.
7.1. The Company will normally invoice at the completion of the Contract as deemed by the Company.
7.2. The Company reserves the right to invoice at the end of each stage as defined by the quotation.
7.3. An invoice may be submitted for work undertaken to date if the Client is responsible for delaying the progression of the Contract in any way.
7.4. A deposit may be requested for any Contract undertaken by the Company. The amount of the deposit will depend on the nature and value of the project.
7.5. Full payment of the Contract may be requested in advance by the Company for any Contract undertaken.
7.6. Any queries or problems with any invoice or goods or services supplied to the Client as a result of any Contract must be notified to the Company in writing within 7 days of receipt of the invoice or the goods or services.
8.1. Expenses incurred in travel, hotel and subsistence charges in connection with the execution of the Contract for the Client will be charged at cost. Out of pocket expenses may be required in advance.
9.1. Full payment shall be required prior to commencement of project if not agreed separately in writing or marked on the front of the invoice, not withstanding that delivery may not have taken place and the property and the goods has not passed to the Client.
9.2. If the full price, as stated on the invoice including VAT where applicable, is not paid by the due date, the Company may, at its own discretion, suspend future deliveries or work to be undertaken under the same or under any other Contract that exists between the Company and the Client until payment is received in full, including any interest accrued. Such suspension shall not derogate from any right of the Company to terminate the Contract for non-payment of the price.
9.3. Interest will be calculated on all overdue accounts at an annual rate equal to the published base rate of Barclays Bank plc, prevailing from time to time, plus 3%.
10. FORCE MAJEURE
10.1. Any Contract may be cancelled or suspended in whole or in part by the Company without liability on its part for any loss or damage arising directly or indirectly from such cancellation or suspension or consequence of the prospect happening or as a result of any industrial dispute. Act of God, war, civil commotion, legislation, break down of machinery, inability to obtain supplies, equipment, fuel power, components or transportation, accidents, government action, force majeure or any other cause over which the Company has no control.
11.1. The Client will be entitled to terminate this agreement only with the written agreement of the Company. Work, costs (including any cost incurred with a third party on behalf of the Client) and expenses for the Contract completed up to the termination date will be invoiced. The Company reserves the right to make application for letters of patent, registered design or similar protection on any work undertaken to the point of termination.
12.1. The Company will make every reasonable effort to meet agreed deadlines specified in the Brief. However the deadlines are not contractually binding unless otherwise stated and notified in writing by the Company. Any change to time scales documented in the Brief will be notified to the Client as soon as the Company is aware of them.
13.1. No confidential information or data supplied by the Client will be divulged without the consent of the Client. Any information passed to the Company by the Client deemed to have particular sensitivity must be identified by the Client in writing. Specific confidentiality agreements must be submitted before the contract is begun or the information is made available to the Company.
14.1. Unless otherwise agreed in writing by the Company all copyright rests with the Company. Any transfer of copyright can only take place once full payment is received from the Client for the particular Contract.
14.2. The Company reserves the right to publicise the result of any Contract with the Client once the Contract is completed and the results have been released into the public domain.
15. RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL
15.1. The property and Intellectual Property Rights in:
15.1.1. any Input Material shall belong to the Client
15.1.2. any Output Material shall, unless otherwise agreed in writing between the Client and the Company prior to the commencement of the Service, belong to and remain with the Company, subject only to the right of the Client to use the Output Material for the purposes of utilising the Service and the Client will at the Company’s request at any time immediately deliver all copies in its possession or control to the Company
15.2. Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by the Company, and all Output Material or other information provided by the Company shall be kept confidential by the Client and it shall not disclose copy or transfer the same to any third party; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party
15.3. The Client warrants that any Input Material and its use by the Company for the purpose of providing the Service will not infringe the Intellectual Property Rights of any third party, and the Client shall indemnify the Company against all loss incurred by the Company in connection with or paid or agreed to be paid by the Company arising from any such infringement
16.1. The Company limits its liability to the information and data supplied as part of the Contract. The Company is not liable for losses or damage arising from the acts or omissions of the Client or agents thereof based on any information or data supplied by the Company.
17. FUTURE CONTRACTS
17.1. If subsequent to any Contract of Sale which is subject to these Conditions a Contract of Sale is made with the same Client without express reference to any conditions, such Contract how so ever made shall be deemed to be subject to these conditions.
18.1. The Company’s rights and remedies shall not be prejudiced by any indulgence or forbearance to the Client and no waiver by the Company of any breach by the Client shall operate as a waiver of any subsequent breach.
19.1. Any notice required to be given hereunder in writing shall be deemed to have been duly given by the Company if sent by first class post, by email or facsimile addressed to the party concerned at its principal place of business, or last known address, and signed by a Partner of the Company.
19.2. Where the Client is an Individual any notice required to be given hereunder in writing shall be deemed to have been duly given by the Company if sent by first class post, by email or facsimile addressed to the party concerned at its principal residence, or last known address, and signed by a Representative of the Company.
20.1. If any provision of these conditions is held by any competent authority to be invalid or unenforceable at law in whole or in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected thereby.
21. ENGLISH LAW AND JURISDICTION
21.1. This contract will be construed according to the laws of England and any dispute between the parties will be subject to English laws. The parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising under or connected with this contract.
21.2. Any proceedings arising out of this contract shall be brought in any competent jurisdiction in Warwickshire.