Telephone 01473 233281
Graphic Design & Brand for
Print & Web. Suffolk, UK.
In these conditions of business:
1.1 ‘Firebrand’ means Firebrand Communications Limited trading as Firebrand or Firebrand Creative;
1.2 ‘the Client’ means the person, firm or company to be supplied with the Work;
1.3 ‘the Work’ means the goods or materials to be supplied and/or the services to be undertaken under the contract of which these conditions form part.
2. Acceptance of Order
2.1 The acceptance by the Client of a quotation or the placing of an order by the Client for the supply of Work shall include acceptance by the Client of these conditions which shall supersede all previous negotiations and representations. These conditions are the only terms or conditions upon which Firebrand supplies Work and they shall form part of and govern any contract between Firebrand and the Client for the supply of Work.
2.2 No terms and conditions referred to or imposed by the Client and no addition to or variation of these conditions shall have affect save to the extent that it was expressly agreed to in writing and signed by a duly authorised representative of Firebrand.
2.3 Quotations shall remain valid for a period of 30 days from the date of quotation (‘the Quotation Period’).
3.1 The price for the Work shall be in accordance with any such quotation (subject to variation as set out in clause 3.2) if a firm order is received by Firebrand within the Quotation Period.
3.2 The price stated in any quotation is subject to variation at the sole discretion of Firebrand at any time after acceptance if there is any increase in the production costs of Firebrand arising as a result of a failure by the Client to disclose its requirements in full.
3.3 Quotations cover only the Work and/or items specified thereon. The Client's corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will be added to and will form part of the price and will be charged and paid for at Firebrand's then current rates. When style, type or layout is left to Firebrand's discretion, changes requested by the Client will be charged and paid for at Firebrand's then current rates.
3.4 Unless otherwise stated the price for the Work excludes the cost of packaging and delivery to the Client and the Client shall in addition to any price payable for the Work pay all duties, charges and taxes on the Work, including for the avoidance of doubt any value added tax payable thereon.
4. Payment Terms
4.1 Unless otherwise expressly agreed in writing payment for the Works will be due within 30 days of the relevant invoice.
4.2 Notwithstanding the above Firebrand may at any time require the Client to make payment in advance of delivery or otherwise provide adequate security for the payment of all amounts payable under the contract. In default, Firebrand may amend the terms of delivery or payment and/or cancel any outstanding balance of order.
4.3 Firebrand reserves the right, without prejudice to any other rights which it may have, to charge interest in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 per annum from time to time in force on overdue accounts such interest to run from day to day and to accrue after as well as before any judgement. Interest is currently charged at 8% over the Bank of England base rate.
4.4 The Client shall not be entitled to retain, deduct or defer any sums whatsoever due to Firebrand under the contract on account of any dispute, cross-claim or set-off which it might have with Firebrand.
4.5 Any claims by the Client concerning any invoice must be made within either three days of receipt or five days from the date of the invoice.
While every effort will be made by Firebrand to effect delivery in accordance with any pre-arranged dates no guarantees as to the dates of delivery by Firebrand are to be implied and Firebrand will not accept liability for any loss or damaged occasioned by delay in delivery howsoever caused.
6. Passing of Property to the Client
6.1 Title in the Work shall not pass to the Client until Firebrand has received payment in full of the price of the Work.
6.2 Notwithstanding that property and title in the Work may not have passed to the Client, Firebrand may maintain an action for the price of the Work supplied and nothing in this clause shall confer any right upon the Client to return the Work or refuse or delay payment for it.
6.3 Metal, film, glass and other materials used by Firebrand or its agents or sub-contractors in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives, electronic artwork storage and the like shall remain its exclusive property.
The copyright and any other intellectual property rights in the Work shall remain with Firebrand unless Firebrand agrees in writing to the contrary, in which case Firebrand reserves its right to levy an additional charge in respect of any assignment of the same, provided always that where Firebrand designs a logo for the Client, the Client shall not be restricted in its use of such logo once Firebrand has received payment in full for the price of the Work.
7.1 All intellectual property rights to any material created by Firebrand and shown as a pitch or presentation remains with Firebrand. All ideas, concepts and designs of Firebrand which are disclosed to a Client as part of a pitch or presentation are confidential and are to remain the property of Firebrand. The Client shall not use any such ideas, concepts or designs itself or disclose them to a third party without the written permission of Firebrand. Any ideas, concepts or designs put forward by Firebrand to the Client which are either rejected by the Client or which do not form part of the final implemented Work for any reason shall be the confidential know how of Firebrand and the Client shall not seek to use such ideas for any purpose. If a choice of design or concept is presented, only one solution is deemed to be given by Firebrand as fulfilling the contract. If more than one design is chosen by the Client and this was not provided for in the agreed brief for the Work an additional fee may be payable by the Client. All other designs and concepts remain the property of Firebrand unless otherwise agreed in writing.
8.1 Firebrand shall use its reasonable skill and care in providing the Works and shall not be liable to the Client for any loss arising out of the contract of which these conditions form part other than for loss directly resulting from breach.
8.2 Notwithstanding clause 8.1, the liability of Firebrand or its agents or sub-contractors shall be limited as follows:-
(a) In no circumstances shall they be liable for incidental or consequential loss including (without prejudice to the generality of the foregoing) loss of profits or loss of production suffered by the Client or others;
(b) Liability in respect of defective or faulty work shall be limited to (at its option) either rectifying the defect or fault or replacing the Work or crediting the invoice price of the Work;
(c) Without prejudice to paragraphs (a) and (b) of this sub-clause in no circumstances shall they be liable for any loss or damage in excess of the invoice price of the Work or any part thereof in respect of which a claim is made.
8.3 In no circumstances shall Firebrand be liable for the acts or omissions of any person who is not a party to the contract of which these conditions form part.
8.4 Proofs of Work will be submitted for the Client's approval and Firebrand shall incur no liability for any errors not corrected by the Client in proofs so submitted. The Client's alterations and additional proofs necessitated thereby shall be subject to an extra charge.
8.5 Firebrand cannot accept any liability arising from the loss of data or artwork due to computer failure outside its control.
9. Illegal Matter
9.1 Firebrand shall not procure the printing of any matter which in its opinion is or may be of an illegal or defamatory nature or which may give rise to any liability on its part.
9.2 The Client shall keep Firebrand and all its employees and agents indemnified from and against all costs, claims, demands, expenses, fines, penalties and all liability whatsoever which may be made against Firebrand, its employees or agents or which Firebrand, its employees or agents may sustain, pay or incur arising out of or in connection with any illegal or defamatory matter printed for the Client or any infringement of trade marks, copyright, patent or design. This indemnity is given to Firebrand for itself and for its employees and agents and as agent for such employees and agents. Unless Firebrand expressly agrees otherwise, it shall not be under any obligation to make any search or enquiry with regard to third party rights such as trademarks, registered designs or market searches.
9.3 By supplying text, images and other data to Firebrand for inclusion in the Work, the Client declares that it holds the appropriate copyright and/or trademark permissions. By supplying images, text or any other data to Firebrand the Client grants Firebrand permission to use this material freely in the pursuit of the design. The Client agrees to fully indemnify and hold Firebrand free from harm in any and all claims resulting from the Client not having obtained all the required copyright and/or necessary permissions.
9.4 Firebrand shall accept no liability whatsoever for any error or omission in the publishing or advertising of any material in any media including newspapers, magazines, television and the Internet.
10. Force Majeure
Every effort will be made to perform any contract between Firebrand and the Client in accordance with its terms but due performance is subject to such variation (including suspension or cancellation) as Firebrand may find necessary as a result of inability to secure labour, material or supplies or as a result of any Act of God, war, strike, lock-out or other labour dispute, fire, flood, drought, legislation or order of any public authority or other cause, (whether of the foregoing class or not) beyond the control of Firebrand or its suppliers and Firebrand shall not be liable for any inability to deliver in accordance with the contract caused by any such contingency.
11.1 If the Client shall make default in or commit a breach of the contract or of any of its obligations to Firebrand or for any distress or execution shall be levied on the Client's property or assets, or if the Client shall make or offer to make any arrangement or composition with its creditors or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against it, or if the Client is a limited company and any resolution or petition to wind up such company's business (other than for the purposes of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such a Company's undertaking property or assets or any part thereof shall be appointed, Firebrand shall have the right forthwith to determine the contract upon written notice to the Client.
11.2 Upon any lawful determination of the contract Firebrand shall be entitled to immediately recover from the Client (notwithstanding that any period of credit extended to the Client may not have expired) all sums then due (and outstanding) to Firebrand under the contract (including any accrued interest and other charges properly levied in accordance with the terms thereof) and all losses arising to Firebrand as a result of determination.
11.3 Termination by Firebrand of the contract which these conditions form part for whatever cause shall be without prejudice to any other claim or right of Firebrand might make or exercise.
12.1 Firebrand is free to use the Work for marketing purposes.
12.2 The headings shall not affect the meaning of interpretation of the contract of which these conditions form part.
12.3 Firebrand is free to sub-contract the whole or any part of the Work.
12.4 Any notice to be given by Firebrand shall be deemed to be given upon its being posted or sent by facsimile or e-mail to the Client's registered office or last known address or, in the case of an individual or firm to its last known address.
12.5 These conditions and all other expressed terms of the contract shall be governed and construed in accordance with the laws of England and any dispute shall be settled in the English Courts.