STANDARD TERMS AND CONDITIONS OF CONTRACT
1 Application of Terms
1.1 These terms and conditions shall apply to any contract made between Sandridge Media Limited (Sandridge Media) and the Client (which shall mean the person, firm or company placing any order which is accepted by Sandridge Media) for the supply of goods and services (including any installment or part of them) which Sandridge Media is to supply or deliver.
1.2 These terms and conditions take precedence over any other document relating to the supply of goods and services by Sandridge Media and supersede any of Sandridge Media’s previous terms and conditions and any practice or course of dealing previously applying between Sandridge Media and the Client.
2 Quotations & Orders
2.1 A quotation provided by Sandridge Media shall be based on information available to Sandridge Media at the date of the quotation and is subject to sight of materials, their suitability and any artwork to be supplied to Sandridge Media by the Client.
2.2 Unless otherwise agreed in writing all quotations are valid for a period of 30 days and shall be valid only for the whole of the goods or services to which the quotation relates.
2.3 All orders must be in writing. No contract shall exist between Sandridge Media and the Client where Sandridge Media rejects the order.
2.4 Each order shall clearly specify the relevant quotation reference and the date for delivery of the Client’s materials.
3 Client’s Materials
3.1 The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
(a) conform to specifications in the quotation and Royal Mail requirements;
(b) are supplied punctually;
(c) are accompanied by a delivery advice note stating the quantity and description of the materials supplied;
(d) are delivered on pallets, boxed, packed and supplied in such a way as to withstand normal storage and handling; and
(e) are in sufficient quantity to enable Sandridge Media to deliver the correct quantity of any printing or reproductive work ordered allowing for normal wastage and spoilage.
3.2 The time specified for delivery of the Client’s materials shall be deemed to be of the essence. Delivery shall not be deemed to have taken place until receipt by Sandridge Media of all information and materials necessary to enable it to comply with any applicable governmental or other consent (if applicable) and to proceed with the contract.
3.3 Sandridge Media shall count the number of pallets containing materials supplied by or on behalf of the Client and shall report any discrepancy to the Client. Sandridge Media shall not be required to check the contents of pallets or boxes supplied by or on behalf of the Client. The Client shall be responsible for any loss or additional costs arising from any errors or omissions in the goods so supplied.
3.4 Materials will be stored free of charge for a period of one week prior to planned commencement of mailing and for 2 weeks following completion of mailing. The Client shall be responsible for the collection of such materials within such 2 week period. Any of the Client’s materials which remain in Sandridge Media’s possession after this period shall be subject to storage charges. Sandridge Media reserves the right to dispose of or destroy all uncollected materials at the Client’s cost not less than 14 days after written notice to such effect has been given.
3.5 All materials supplied by or on behalf of the Client shall be at the Client’s risk whilst in transit to and from Sandridge Media’s premises and the Client shall responsible for arranging appropriate insurance cover for such materials except where agreed in writing to the contrary.
3.6 Unless agreed in writing the cost of delivery or collection of the Client’s goods or materials shall not be included within the quotation. Where delivery or collection is carried out by Sandridge Media at the request of the Client it will be charged as an additional item.
4 Force Majeure
4.1 Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under any contract due to any cause beyond its reasonable control, including act of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labour shortage or dispute, governmental act or failure of the Internet (“force majeure”).
4.2 If the circumstances of force majeure continue for a period of 14 days the Client may by not less than 7 days written notice to Sandridge Media terminate the contract upon payment for work done and materials used.
5 Data Protection
In performing the mailing services Sandridge Media may process personal data (as defined by the Data Protection Act 1998). Sandridge Media hereby warrants to the Client that in such circumstances it will in respect of such personal data observe all the obligations pertaining to a data processor under such Act and that such processing shall be solely for the purpose of this contract. Sandridge Media further warrants that it has in place appropriate measures against accidental or unlawful destruction or loss of, alteration to, unauthorised disclosure or of unauthorised access to any personal data. The Client recognizes that Sandridge Media is not a data controller and shall indemnify Sandridge Media against any loss or damage which Sandridge Media may sustain or incur as a result of any breach by the Client of the provisions of the Data Protection Act 1998.
6.1 Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products ("Confidential Information"). Each party shall not use in any way, for its own account or the account of any third party, except with the prior written consent of the disclosing party, nor disclose to any third party (except to those employees, officers and/or agents of the receiving party who are required to have access to the Confidential Information for the purpose of the contract or as required by law) any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information.
6.2 For the purpose of clause 6.1 above information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these terms and conditions by the receiving party; or (iv) is independently developed by the receiving party.
6.3 The obligations of confidentiality shall continue for a period of 2 years following the mailing or the termination of the contract whichever shall be the later.
7 Intellectual Property
7.1 All intellectual property rights (being the copyright, rights in software, moral rights, database rights, domain names, patents, know how, registered designs, unregistered designs, trade marks and service marks (whether registered or not) and all other intellectual property rights, whether registerable or not, subsisting anywhere in the world) in any work created by or for Sandridge Media in relation to this contract shall vest in Sandridge Media unless it is agreed in writing that such intellectual property rights shall pass to the Client.
7.2 Any computer programs and systems developed by Sandridge Media to fulfill the requirements of the Client shall remain the property of Sandridge Media.
8.1 Unless the quotation or credit account application requires the Client to pay for the mailing services in advance, invoices shall be paid on completion of the contract and in any event not less than monthly intervals within 15 days of the invoice date unless otherwise agreed. All prices quoted are strictly net and exclusive of VAT which, if applicable, shall be payable by the Client.
8.2 The Client shall also be charged for any preliminary work produced by Sandridge Media at the Client’s request whether such preliminary work is experimental or otherwise and for any corrections or any other changes requested by the Client on or after the first proof.
8.3 Where the mailing is to be undertaken through Sandridge Media’s own postal account, the cost of the postage shall be paid by direct bank transfer or cheque not later than 48 hours before the mailing begins. If the cost of the postage is not paid within such time, Sandridge Media shall be entitled to withhold the mailing. Where the cost of postage is less than the amount paid, Sandridge Media shall either refund any sums remaining to the Client or shall provide a credit for the Client for the next mailing it puts through Sandridge Media’s account.
8.4 Sandridge Media reserves the right to charge at the rate of 2% above the BOE base rate during such period of the Bank of Scotland, per month or part thereof on any overdue sums from the date on which payment was due (which shall mean 15 days after the date of the invoice) to the date on which payment is received.
8.5 Where any sum included in an invoice submitted by Sandridge Media disputed by the Client in good faith, the Client shall within 7 days of receipt of such invoice (time being of the essence) provide Sandridge Media with a statement as to the reason of the dispute and the disputed amount. The Client shall pay such amount included in the invoice in question as is not in dispute. If a statement is served by the Client under this clause, the parties shall use reasonable endeavours to resolve the dispute in question within 7 days of it arising. Following resolution of the dispute, any amount agreed or determined payable shall be paid forthwith together with interest on such amount from the date such amount was due until the date of payment at the rate of 3% per month above the BOE base rate.
9 Client’s Obligations
9.1 The Client shall:
(a) provide Sandridge Media with a true copy of all advertising or other material intended to be enclosed with any material prepared by Sandridge Media;
(b) ensure that all information or materials provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (ACASP); and the Code of Practice of the Direct Marketing Association; and
(c) ensure that all information or materials provided by it do not and will not during the term of the contract operate in any manner that would violate any applicable law or regulation and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party.
9.2 The Client shall indemnify Sandridge Media against all costs, claims and liabilities, penalties and expenses which Sandridge Media may incur by reason of the Client being in breach of clause 9.1.
9.3 The Client shall ensure that any computer data supplied to Sandridge Media is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt Sandridge Media shall either require the Client to supply clean, unadulterated data which does not contain any viruses or decontaminate to data itself but at the Client’s expense.
9.4 The Client shall ensure that all data supplied to Sandridge Media is completely unambiguous with regard to the format of data supplied and that a specification of the formats and instructions for the interpretation of data are provided in writing.
10 Limitation of Liability
10.1 Subject to clause 10.3 Sandridge Media’s entire liability (including liability for acts and omissions of its employees, agents or sub-contractors) in respect of any breach of its contractual obligations and of any representations, statement or act or omission including negligence shall be limited to the contract price.
10.2 Sandridge Media shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind, other than the direct loss suffered by the Client.
10.3 Notwithstanding clauses 10.1 and 10.2 above Sandridge Media’s liability for death or personal injury resulting from its own negligence or that of its employees or for fraudulent misrepresentation shall be unlimited.
11.1 Either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect 7 days after receipt of written notice unless the defaulting party has remedied the default within this time.
11.2 Sandridge Media shall be entitled to terminate this contract by notice in writing in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative received appointed over any of its assets.
11.3 In the event of termination by Sandridge Media pursuant to this clause 11, the Client shall forthwith pay any outstanding sums due from it to Sandridge Media.
12.1 Nothing in this contract shall be construed as to constitute either Sandridge Media or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.
12.2 No failure or delay by either Sandridge Media or the Client in exercising any of their rights under these terms and conditions shall be deemed to be a waiver of such rights. No waiver by either of them of any breach of contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining provisions shall continue in full force and effect.
12.4 These terms and conditions constitute the entire contract between Sandridge Media and the Client with respect to the matters dealt with herein.
12.5 No variation to this contract shall be valid or effective unless made in writing and signed by both parties.
12.6 Any reference to a statute shall include that statute as amended, re-enacted or extended.
12.7 No term of this contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party hereto.
13 Governing Law
The contract is subject to English law and each of Sandridge Media and the Client agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute or difference arising under it.