TERMS AND CONDITIONS
WEBSITE TERMS AND CONDITIONS
These terms and conditions govern your use of the mda:web website, herein referred to as 'mda:web' and any associated businesses website at http://www.mdaweb.co.uk/ and your relationship with mda:web.
Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms and Conditions, please do not use the mda:web site.
1. USE OF THE MDA:WEB WEBSITE
The mda:web site has been established to assist you in understanding our services and in communicating with us. The site is provided for your personal use subject to these terms and conditions. By accessing or using the mda:web site, you agree to be bound by these terms and conditions.
2. AMENDMENTS
We may update these terms and conditions from time to time for legal or regulatory reasons or to allow the proper operation of the site. We will make reasonable efforts to notify you of any changes. The changes will apply to the use of the mda:web site after we have given notice. If you do not wish to accept the new terms and conditions you should not continue to use the mda:web site. If you continue to use the mda:web site after the date on which the change comes into effect, your use of the mda:web site indicates your agreement to be bound by the new terms and conditions.
3. SITE USAGE RESTRICTIONS
You may not use the mda:web site for any of the following purposes:
- Disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
- Transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any applicable laws, regulations or code of practice;
- Interfering with any other person's use or enjoyment of the mda:web site; or
- Making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
You will be responsible for our losses and costs resulting from your breach of this clause. By submitting information through the mda:web site you agree and acknowledge that while we may contact you in response to the information you provide, we are not obliged to provide you with any particular product or services.
4. DISCLAIMER
Whilst mda:web uses reasonable care in compiling and presenting the content found on the mda:web site, it is provided purely for information and you should seek further guidance and make independent enquiries before relying upon it. If mda:web is informed of any inaccuracies in the material on the mda:web site we will attempt to correct the inaccuracies as soon as we reasonably can. If we are in breach of these terms and conditions, we will only be responsible for any losses that you suffer to the extent that they are a foreseeable consequence to both of us. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption. These terms and conditions shall not limit or affect our liability if something we do negligently causes death or personal injury.
5. INTELLECTUAL PROPERTY
All information incorporated within the mda:web site is owned or licensed by mda:web. You may retrieve and display the content of the mda:web site on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the mda:web site without written permission from mda:web.
6. APPLICABLE LAW
These terms and conditions will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not satisfied with the way we deal with any disagreement and you wish to take court proceedings, you must do so within the United Kingdom.
7. MISCELLANEOUS
You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions to another business where we reasonably believe your rights will not be affected.
If you breach these terms and conditions and mda:web chooses to ignore this, mda:web will still be entitled to use its rights and remedies at a later date or in any other situation.
mda:web shall not be responsible for any breach of these terms and conditions caused by circumstances beyond its reasonable control.
The mda:web website is owned and operated by mda:web. If you have any queries, please contact
8. DATA PROTECTION
From time to time mda:web runs competitions and marketing drives which will require the submission of personal and business information. Al this information is collected and used in accordance with our privacy policy regulated by the Data Protection Act 1998. By submitting your details to us, you are giving us permission to use that information for purposes of marketing products to you by telephone, email and post.
GENERAL TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
(a) In these conditions, mda:web is referred to as mda, a subsidiary of mda creative limited
(b) In these conditions, the term ‘Client' shall mean the person, firm or company who accepts a quotation from mda for sale of goods or whose order of goods is accepted by mda.
(c) 'Electronic file' means any text, illustration or other matter supplied to mda in digitised form on disk, through a modem, or by ISDN or any other communication link.
(d) The acceptance of any tender, quotation or estimate or the placing of any order, requisition or indent for Goods sold or supplied or for work to be done or to be procured by mda is subject to the following conditions which are deemed to be incorporated therein.
(e) In the event of the Client's order, requisition or indent containing conditions that are at variance with these Conditions of Sale, these Conditions of Sale shall, unless otherwise agreed in writing, prevail.
(f) The headings form no part of these Conditions of Sale and shall not affect their interpretation.
2. PRICE VARIATION
Estimates are based on mda's current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
3. INTELLECTUAL PROPERTY
(a) mda shall retain copyright, design right and other intellectual property rights in all drawing, text and other artistic and literary works of whatever character prepared by mda in the course of providing the goods. Subject only to mda's general lien provided for in Clause 18, the Client shall have an unfettered licence to make use of the intellectual property rights for purposes of the contract. mda may, at the request of the Client, assign its intellectual property rights in writing upon agreed terms.
(b) mda shall be entitled to be identified as the originators of material prepared for the Client unless otherwise agreed in writing.
(c) mda shall procure the employees and sub-contractors of mda, waive moral rights in the copyright works generated for Clients in the course of the contract and that mda owns or is licensed to use intellectual property rights in material generated by it or on its behalf.
4. PRELIMINARY WORK
All work carried out, whether experimentally or otherwise, at the Client's request shall be charged. The Client agrees to maintain the confidentiality of materials and proposals prepared by mda and proposed to the Client but not accepted by the Client for publication. mda remains free to make unrestricted use of any such materials and proposals prepared by it and proposed to the Client but not accepted by the Client and shall have no obligation to retain these as confidential information.
5. COPY
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
6. ELECTRONIC FILES
(a) It is the Client's responsibility to maintain a copy of any original electronic file.
(b) mda shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed.
(c) Without prejudice to Clause 15, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action, mda may make a charge for any resulting additional cost incurred.
7. PROOFS
Proofs of all work may be submitted for the Client's approval and mda shall incur no liability for any errors not corrected by the Client in proofs so submitted. Client's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to mda's judgement, changes therefrom made by the Client shall be charged extra.
8. COLOUR PROOFS
Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed job will be deemed acceptable unless otherwise agreed.
9. VARIATIONS IN QUANTITY
Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work in one colour only and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.
10. DELIVERY AND PAYMENT
(a) Delivery of work shall be accepted when tendered and thereupon payment shall become due and required to be paid by the Client without any deduction or set off within 30 days from the date of the invoice, unless otherwise agreed in writing.
(b) Unless otherwise specified, the price is for delivery of the work to the Client's address as set out in the estimate. A charge may be made to cover any extra costs involved for delivery to a different address.
(c) Should expedited delivery be agreed, an extra may be charged to cover any overtime or any other additional costs involved.
(d) Should work be suspended at the request of, or delayed through any default of the Client, for a period of 30 calendar days, mda shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
(e) mda reserves the right to charge the amount of any Value Added Tax payable, whether or not included on the estimate or invoice.
11. OWNERSHIP AND RISK
(a) The risk in all goods delivered in connection with the work shall pass to the Client on delivery.
(b) Goods supplied by mda remain mda's property until the Client has paid for them and discharged all other debts owing to mda.
(c) If the Client becomes insolvent (as set out in Clause 17) and the goods have not been paid for in full, mda may take the goods back and, if necessary, enter the Client's premises to do so or to inspect the goods.
(d) If the Client shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for mda in a separate account until any sum owing to mda has been discharged from such proceeds.
12. CLAIMS
Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to mda and, where applicable, the Carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to mda and, where applicable, the Carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of notification of dispatch). All other claims must be made in writing to mda within 28 days of delivery. mda shall not be liable in respect of any claim unless the aforementioned requirements have been complied with, except in any particular case where the Client proves that:
(a) It was not possible to comply with the requirements.
(b) Advice, where required, was given and the claim made as soon as reasonably possible.
13. LIABILITY
(a) mda shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the Client arising from delay in transit, whether as a result of mda's negligence or otherwise.
(b) Insofar as is permitted by law where work is defective for any reason, including negligence, mda's liability (if any) shall be limited to rectifying such defect. Where mda performs its obligations to rectify defective work under this condition the Client shall not be entitled to any further claim in respect of the work done nor shall the Client be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries.
(c) Nothing in these conditions shall exclude mda's liability for death or personal injury as a result of its negligence.
14. STANDING MATERIAL
(a) Metal, film and other materials owned by mda and used by mda in the production of type, plates, film-setting, negatives, positives and the like shall remain mda's exclusive property. Such items, when supplied by the Client, shall remain the Client's property.
(b) Type may be distributed and lithographic film and plates, tapes, disks or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
(c) mda shall not be required to download any digital data from its equipment or supply the same to the Client on disk, tape or by any communication link unless otherwise agreed in writing.
15. CLIENT'S PROPERTY
(a) Client's property and all property supplied to mda by or on behalf of the Client shall, while it is in the possession of mda or in transit to or from the Client, be deemed to be at Client's risk unless otherwise agreed and the Client should insure accordingly.
(b) mda shall be entitled to make a reasonable charge for the storage of any Client's property left with mda before receipt of the order or after notification to the Client of completion of the work.
16. MATERIALS SUPPLIED BY THE CLIENT
(a) mda may reject any film, disks, paper, plates or other materials supplied or specified by the Client which appear to be unsuitable. Additional costs incurred, if materials are found to be unsuitable during production, may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by mda in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client.
(b) Where materials are so supplied or specified, mda will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
(c) Quantities of materials supplied shall be adequate to cover normal spoilage.
17. INSOLVENCY
Without prejudice to other remedies, if the Client becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him) mda shall have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to mda. Any unpaid invoices shall become immediately due for payment.
18. GENERAL LIEN
Without prejudice to other remedies, in respect of all unpaid debts due from the Client, mda shall have a general lien on all goods and property in its possession or control (whether worked on or not) and shall be entitled, on the expiration of 14 days notice, to dispose of such goods or property as agent for the Client in such manner and at such price as mda thinks fit and to apply the proceeds towards such debts and shall, when accounting to the Client for any balance remaining, be discharged from all liability in respect of such goods or property.
19. UNLAWFUL MATTERS
mda shall not be required to process any matter which, in its opinion, is or may be of an unlawful or libellous nature or an infringement of the proprietary or other rights of any third party. The Client warrants that it is the owner of or otherwise licensed to deal with all materials and intellectual property rights therein supplied to mda for the purposes or carrying out work under the contract. mda shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material processed for the Client. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libellous or such an infringement.
20. PERIODICAL PUBLICATIONS
A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently, or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless, mda may terminate any such contract forthwith should any sum due thereunder remain unpaid.
21. FORCE MAJEURE
mda shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond it's reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Client; 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 Client may, by written notice to mda, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
22. LAW
These Conditions and all other express and implied terms of the Contract shall be governed and construed in accordance with the Laws of England.
23. NOTICES
All notices or communications by one party to the other, concerning any matter or things relating to the Contract, may be given by prepaid first class post or fax addressed to the last known address of the party to whom the notice or communication is to be given. Any postal notice or communication so sent shall be deemed to be properly and effectively given three days after the same shall have been properly posted according to the postal rules of the country of the sender.
