By placing an order with smiths 1972 limited, you confirm that you are in agreement with, and bound by, the terms and conditions below.
1. definitions and interpretation:
the client: the company or individual requesting the services of smiths 1972 limited. the company: smiths 1972 limited, the directors or their employees.
work: the goods and services (including any instalment of the goods or services or any parts for them) which the company is to supply in accordance with these conditions.
vat: value added tax.
2. sole contract terms:
all quotations are made and all orders for goods and services issued by the company are accepted subject to the following conditions that shall form and govern the contract of sale between the parties. these conditions constitute the entire agreement between the parties and shall prevail notwithstanding any unilateral variation of the terms and conditions by the client. any variation to these conditions in any document of the client is unacceptable unless agreed in writing by the company and signed by an authorised director on behalf of the company.
3. price and order variation:
a) quotations are based on information supplied by the client and the company’s current costs for production. the period of validity of each quotation shall be 30 days from the date of issue. the company reserves the right, unless otherwise agreed in writing, to amend quotations on or at any time after acceptance if the client changes specification or supplies additional information or to meet any rise or fall in the company’s costs.
b) all prices quoted are ex works unless otherwise agreed in writing.
c) all prices quoted are net of value added tax which will be charged where applicable along with any other taxes, duties or royalties payable against the work to be completed, whether or not included in the estimate or invoice.
4. preliminary work:
all work carried out, whether experimentally or otherwise, at the client’s request shall be charged and shall be paid for by the client on demand or in advance if so required by the company who will notify the client in advance of such charges being incurred. a charge shall be made to cover any additional work involved where copy or digital files supplied are not clear and legible or in a format that the company is able to take onward for production or that does not meet the criteria for submission specified by the company.
all proofs for work to be completed must be signed for by the client.
no liability shall be incurred by the company for any errors not corrected by the client on proofs submitted by the company for the client’s approval. the client must approve the proofs before any work is started. client’s alterations and additional proofs necessitated thereby shall be charged extra. when style, type or layout is at the company’s discretion alterations made by the client shall be charged extra.
5. copyright trademark protection:
the client shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs, etc. the client indemnifies, undertakes and warrants that all work delivered to the company shall not infringe any copyright, trademark, registered design or other proprietary right of any third party and shall not constitute libel or otherwise render the company open to legal action whatsoever and the client shall indemnify the company, its servants and agents from and against all liabilities and claims which the company may incur as a result of undertaking work and/or compliance with the instructions or requests of the client.
6. deposit, delivery and payment:
a) unless otherwise specified, quoted prices are for completion of work. a charge may be made to cover any costs involved in delivery to a client’s specified address.
b) quoted delivery times are from passing of final proof.
c) due to the cost of administration, the company will not issue invoices on account for work valued less than £15 nett. clients are requested to settle small amounts on collection.
d) should delays during production occur, or work be suspended by the client for a period of 30 days, the company shall be entitled to payment for work already carried out, materials specially ordered, storage and any other costs incurred.
e) the company shall not be liable for any loss to the client arising from any delay in transit not caused by the company.
f) delivery of work shall be accepted when tendered and thereupon or, earlier, on notification that the work has been completed, the ownership shall pass to the client and payment shall become due.
g) the company liability for failure to deliver the work for any reason other than any cause beyond the company’s reasonable control, or the client’s fault, shall be limited in any event to a sum not exceeding £100.
any query regarding the invoice or work supplied must be made in writing within 14 days of invoice or delivery date, whichever is the latest. no claims outside this time limit will be entertained.
8. payment – credit account customers:
payment for work shall become due 30 days from invoice date or delivery date, whichever is the latest. the company shall, at its discretion, shall be entitled to charge interest at a rate up to 6% above bank of england base lending rate from time to time per annum on any amount which remains unpaid after 30 days from the date of the invoice. the company shall be entitled to recover from the client all costs and disbursements incurred by the company in employing a solicitor, debt collector or other third party to enforce or collect payment of any overdue account.
9. payment – non-account clients:
all non-account clients must pay a non-returnable full deposit on all orders.
10. completion dates:
no completion dates are guaranteed. in the event of a client paying an additional charge for an expedited completion date, and through no fault of the client such date is not met, the company’s liability shall only extend to the refund of the additional charge for the expedited service.
11. variations in quantity:
every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 8 percent for any excess or shortage in quantity. the excess work or shortage of work is to be charged or deducted respectively.
all representations, guarantees, undertakings, conditions and warranties (whether expressed or implied, statutory or otherwise) are excluded from this contract. except in respect of death or personal injury caused by the company’s negligence, the company shall not be under any liability for negligence or otherwise howsoever caused in respect of any advice given to the client. without prejudice to the foregoing, the company’s liability in respect of defective or faulty work shall be limited to rectifying the defect or fault or replacing the work or crediting the invoice price of the goods at its option. the company shall, in no circumstances, be liable for any loss or damage in excess of the invoice price of any work or any part thereof in respect to which a claim is made.
13. standing materials:
all materials used by the company in the production process shall remain the property of the company. all items supplied by the client shall remain the client’s property. unless arrangements have been made in writing to the contrary, all materials may be destroyed after the order has been completed.
14. client’s property:
a) title to the work shall not pass to the client until the company has received, in cash or cleared funds, payment in full for the price of the work.
b) client’s property and all property supplied to the company by or on behalf of the client, shall, while it is in the possession of the company, or their agents or in transit, be deemed to be at the client’s risk, unless otherwise agreed, and the client should insure accordingly. the company shall be entitled to make a reasonable charge for the storage of any client’s property left with the company before receipt of the order, or after notification to the client of the completion of the work. whilst every care is taken, the company and its agents cannot accept any responsibility for loss or damage to artwork, photography, transparencies, computer files, digital media or client’s property. any liability shall be limited to the replacement costs of the basic material.
15. materials supplied by the client:
a) where materials are so supplied, the company will take every care to secure the best results during production, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials supplied or specified.
b) quantities of materials supplied shall be adequate to cover normal spoilage.
the company shall be at liberty to sub-contract, either in whole or in part, to any person, firm or company it shall think fit without notice to the client unless otherwise agreed in writing.
17. data protection:
basic client information, as well as files produced for a particular job, will be stored for accounting and production purposes. the company shall remove these files at any time after full payment has been received, upon requests for removal, made in writing, by the client.
18. illegal matter:
the company shall not be required to print or reproduce any matter which, in its opinion is, or maybe of, an illegal or libellous nature, or an infringement of the proprietary or other rights of any third party, and reserves the right not to print any matter which in its opinion may be prejudicial or detrimental to the good of the company’s business. the company shall be indemnified by the client in respect of any claims, costs and expenses arising out of any libellous matter and any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material presented for the client. the indemnity shall extend to any amounts paid for legal advice in settlement of any claim.
19. full colour printing:
every effort will be made to obtain the best colour reproduction, but because of the process involved, the company cannot guaranteed an exact colour or texture match between the client’s original colour photography or transparency and the printed article. clients who required colour reproduction of a specific standard and who wish to check the colour reproduction prior to printing, must order a colour accurate (press proof), in writing when placing the order. an additional charge will be made for this. it is the client’s responsibility to ensure that the colour images submitted are suitable for the work in hand. the company cannot accept liability for unsatisfactory results caused by unsuitable or inferior colour images.
20. colour matching:
the company will happily mix the client’s special colour requirements or order special colours to be mixed by manufactures if an ink sample is supplied, but cannot guarantee to reproduce it exactly on additional runs or repeat orders. the company will guarantee to match pms colours.
21. website design
the company reserves the right in its absolute discretion:
(a) to add to or remove any material from the website or to amend, alter, redesign or change anything contained in or on it at any time; and
(b) to monitor, suspend, revoke, or otherwise limit access to the website at any time.
the use of all client websites is at the visitor’s or user’s own personal risk. the company does not warrant the content, accuracy or veracity of any material or other information on the website nor does it warrant that the website is free from errors, faults, viruses or other computer or data-corrupting or data-damaging material.
the website contains links to other sites or addresses on the web. external sites are not part of the website and do not belong to the client. the company does not approve or endorse other websites nor is it responsible for their content.
descriptions of, or references to, information, products, services or publications within the client’s website do not constitute or imply their endorsement or recommendation in any way by the company.
whilst every endeavour will be made to ensure that the website and any scripts or programmes are free of errors, the company cannot accept responsibility for any losses incurred due to malfunction on the website or any part of it.
22. website design – payments and pricing
the web server, website, graphics and any programming code remain the property of the company until all outstanding accounts are paid in full.
deposit payments for website development and design services are excluded from the distance selling regulation due to them being tailored specifically for the client’s requirements and due to administration costs associated with initiating a project on behalf of the client.
the company reserves the right to revise and amend an initial quote to a client where needed.
23. website design – deadlines
the client agrees to make available as soon as is reasonably possible to the company, all materials required to complete the site.
the company will provide the client with an expected project completion date if requested.
the company will endeavour to meet any given deadline but do not guarantee and are not bound in any way to complete the project by this date. the company will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
24. website testing and data loss
the company cannot take responsibility for any losses incurred by the use of any software created for the client. whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
the client is expected to test fully any application or programming relating to a site developed by the company before being made generally available for use.
25. domain names and hosting
domain names will be registered by the company but the client is the legal owner. the company will register the domain in the clients name.
all costs involved in detail changes and domain transfers shall be met by the client.
it is the responsibility of the client to renew their domain names when due. if a domain name expires, the company cannot be held liable for this. however, the company will make reasonable effort to contact the client regarding domain renewal.
if a domain name is purchased by the client through a third party, the client has full responsibility in making sure that the domain name is renewed when due. the company will not renew the domain name when annual hosting renewal is due if the domain name is purchased through a third party.
if the client does not use the company for hosting services, then the management, hosting and domain name are the full responsibility of the client.
when the client renews hosting with the company, this does not include domain renewal. the domain renewal must be renewed as well. if the client does not renew the hosting or domain, their domain name could be made available to the public for purchase and the company cannot be held liable for this.
whilst the company recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by the company and therefore cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect consequential or advertising loss.
the hosting renewal charge must be received prior to the hosting expiry date. the company reserves the right to deactivate any website where the hosting has expired and the client has not paid the renewal charge. there will be an admin fee set by the company for reactivating the website / hosting.
renewal of hosting is due on a yearly basis. the date of renewal will be annually from the date the website was ordered by the client. the hosting will not be renewed if we cannot contact the client or the client requests for us to not host this site.
all websites are configured to work on our server. any clients wishing to use other servers will be responsible for the configuration in order that it is compatible with the server of their choice.
the company will allow a maximum bandwidth of 400mb per website per month. should a client’s website exceed this limit, the company reserve the right to levy additional charges or insist the client makes arrangements to transfer the hosting and email services to an alternative provider within a reasonable time frame. the company accepts no responsibility for the configuration of this or any costs incurred by the client.
where the client requests that the domain name is transferred from the company, an admin fee may be incurred for the transfer. the said domain will only be transferred after this amount, plus any other balances outstanding at the time of the transfer has been received by the company. before any transfer can take place, the client must supply the company with their new ips tag.
the company is not liable for loss, damage or corruption to files or information stored on our servers or individual computers relating to a client’s website. the client is solely responsible for any information or files relating to their website.
26. website maintenance, updates and downtime
the company cannot be held responsible for anything adversely affecting the client’s business operation, sales or profitability that they might claim as a result of a service offered by the company.
the company will not be liable for any costs incurred; compensation or loss of earning due to the work carried out on behalf of the client or any of the clients’ appointed agents.
the company will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the website, its servers, software or any material provided by its agents, but will use all reasonable endeavours to keep downtime to a minimum.
whilst the company offers hosting of websites, no guarantees can be made as to the availability or interruption of this service. the company cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service.
the company reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise. fees relating to web hosting or domain names must be paid prior to the expiration date of the service. if the fees remain unpaid at the time of expiration, the company will, with immediate effect, cancel the service and any data held by the service will be removed. if a cancelled service is to be reinstated at the client’s request, a setup fee will be payable before any such reinstatement and any data lost as a result of the cancellation will not necessarily be restored.
if a client should be seen to misbehave, including abusive emails and telephone calls, or requesting functionality which the company does not offer, the company has the right not to host a site, or terminate hosting without notice.
the company reserves the right to refuse or suspend service to any client whose website would breach the company’s ethical policy or provide services contrary to the laws of the united kingdom. should attempts be made to mislead the company with regard to the nature of services offered by the website, the full quoted cost of the project must be paid by the client.
it is important that the website is not in any way illegal. the company shall expect the client to carry out sufficient research before proceeding with a website. this will include checking that the website/idea/business will operate legally within uk law.
the company will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of the site owner.
28. online advertising
where the company has been asked to provide search engine optimisation or website advertising for a client, the company does not guarantee any specific placement or high ranking on search engines.
the company does not charge clients for open source software. if there is a charge for a website using open source software, the client is paying for the installation time. open source software is not owned by the company or our client.
there is an immediate cessation of all current and future warranties where a client has requested from the company anything that results in passing the control of a website from the company to the client. this would result in the company losing control of the website and changes could be made by the client or their agents. loss of control by the company can take place if ftp codes and/or source codes have been passed to the client. this loss of control can occur in other situations such as where the client has requested placing the website onto a server of their choice and not the company’s server. under any of these circumstances which result in loss of control by the company there shall be absolutely no future warranty and this also revokes all undertakings of past warranties.
the company has no control of, or responsibility for, the content of a client’s website. in no way does the textual or image based content of a client’s website constitute endorsement by the company, or approval of the website or the material contained within the website. the company has not verified any of the materials, images or information contained within the client’s website and is not responsible for the content or performance of these sites or for the client’s transactions with them. the company provides links or references to a client’s website solely for the convenience of prospective clients and intends that the link it provides be current and accurate, but we do not guarantee or warrant that such links will point to the intended client site at all times.
32. maintenance, alterations and troubleshooting.
unless otherwise explicitly agreed and stated, the company’s responsibility is limited to designing a client’s website and excludes the update, use, altering, maintenance, troubleshooting etc. of the client’s website once online. the company reserves the right to request additional payment to cover any or all of such work and/or refuse to undertake such work.
the company uses clients’ material eg text, information, photos etc. to design the client’s website and is not responsible for these materials. the use of the website is at the visitor’s or users own personal risk. the company does not warrant the content, accuracy or veracity of any material or other information on the client’s website, nor does it warrant that these websites are free from errors, faults, viruses or other computer or data-corrupting or data-damaging material.
33. backing up
the company will back up the completed website once approved by the client. once live the client must request in writing for a chargeable backup solution to be implemented.
34. force majeure:
the company shall be under no liability if it is unable to carry out any provision in the contract for any reason beyond the company’s reasonable control including (without limitation to the foregoing) – act of god, legislation, war, fire, flood, drought, import or export regulations or embargoes, failure of power supply, lockout, strike, extreme adverse weather or other action taken by employees in contemplation of 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 the company, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
the construction, validity and performance of the agreement shall be governed in all respects by english law.
if any provision of these conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions shall not be affected thereby.
v2. 15/10/14Terms and conditions