Scott Dawson Advertising

Terms & Conditions

1 TERMS AND CONDITIONS
Any order accepted by SDA whether made orally or in writing is subject to these Terms and Conditions. In the event of there being any conflict then these Terms and Conditions shall prevail and shall override any
Terms or Conditions stipulated incorporated or referred to by Client in his Order, correspondence or negotiations or otherwise. Neither SDA or the Client shall be bound by any variation, waiver or addition to
these conditions or the terms of order except as agreed by both parties in writing.

2 ORDERS
Cancellation or amendments to orders will only be considered if made in writing by Client to SDA and if Client compensates SDA for all costs and expenses and loss of profit incurred in relation thereto.

3 PRICE
a) Estimates and quotations are based on current cost of materials and production and are valid for 30 days.
b) SDA reserves the right to amend any quotation or estimate on or at any time after acceptance to meet any rise or fall in costs of materials and production.
c) Quotations are exclusive of VAT which will be payable where applicable on all invoices.
d) All preliminary work carried out whether experimentally or otherwise at Client's request shall be charged as an extra to the price quoted.

4 SPECIFICATION AND PROOF
a) SDA will take all reasonable care in carrying out work to Client's specification but accepts no liability for the contents of such specification or work.
b) SDA shall not be required to carry out any work which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party.
c) SDA shall be indemnified by Client in respect of any claims, costs, losses and expenses which it may incur as a result of any civil claims or proceedings brought against it arising out of on any work carried out for Client. This indemnity shall extend to any amounts paid on lawyers advice in settlement of any claim.
d) Whenever practicable a proof will be submitted to Client for approval. SDA shall incur no liability for any errors not corrected by Client in any proof submitted.
e) If amendments made by Client necessitate additional proofs such proofs shall be charged as an extra to the price quoted.

5. DELIVERY
a) SDA will make all reasonable efforts to meet the delivery date quoted on the order but delivery dates are quoted in good faith and should be treated as estimates only. Subject to sub-clause (b) below, where time is not expressly agreed to be of the essence of the Contract SDA shall not be liable for any loss, damage, or expense caused by any delay in dispatch or delivery howsoever the same may be caused.
b) Where it is expressly agreed between SDA and Client that time should be of the essence, Client shall nevertheless not be entitled to treat the contract as terminated by reason of any failure of SDA to comply with any dispatch or delivery date or time but SDA will accept liability for reasonable loss, damage or expense caused by the failure to comply with the dispatch or delivery date- or times provided that such liability shall not exceed 10% of the invoice price of the work for loss, damage or expense arising directly or indirectly from such delays.
c) The method and appropriate insurance for delivery will be at the discretion of SDA and SDA reserves the right to send work by courier and make an additional charge therefore.
d) Should work be suspended or delivery delayed at the request of Client for a period of 30 days or more SDA shall be entitled to payment for work carried out, materials specially ordered and other additional
costs including storage.
e) The risk in the work shall pass to Client at the point the work leaves SDA's premises.

6 PAYMENT
Invoices are payable within 30 days of date of invoice unless otherwise agreed. In the event of failure to make payment by the due date interest will be charged at the rate of 8% above the base rate of Yorkshire Bank from time to time prevailing such interest to accrue on a daily basis.

7 CLAIMS AND LIABILITY
a) Any defect in or damage to or delay in delivery of work must be notified to SDA in writing within 7 days of the date of dispatch. SDA shall not be liable in respect of any claim unless such notification has
been made.
b) SDA shall incur no liability in respect of the work supplied hereunder in the absence of wilful default or neglect on the part of SDA or its employees, agents or sub-contractors. SDA's liability arising out of this contract shall not extend to Client's consequential loss, loss of profits or third party claims.
c) Where work is defective for any reason SDA's liability shall be limited to rectifying such defect.

8. COPYRIGHT AND OWNERSHIP OF MATERIALS
a) Ownership of the copyright in all work created by SDA shall vest in Scott Dawson at all times.
b) On receipt of payment for work SDA will grant to the Client a licence to use the copyright in the work for the purpose for which it was produced for the period during which SDA is employed by the Client. Subject to agreement of terms between SDA and Client, SDA will extend the Licence in the copyright for such further period as may be agreed. Any Licence granted by SDA hereunder shall not be assignable without the prior written consent of SDA.
c) Any materials owned by SDA and used by it in production of work for Clients shall remain its exclusive property. Materials supplied by Client shall remain Client's property.

9 STORAGE
SDA undertake to store materials and sources relating to work carried out for Client for a maximum of three years.

10 CLIENT'S PROPERTY
a) Client's property and all property supplied to SDA by and on behalf of Client shall whilst it is in the possession of SDA or in transit to or from Client be deemed to be at Client's risk unless otherwise agreed and Client should insure accordingly.
b) SDA shall be entitled to make a reasonable charge for the storage of any Client's property before receipt of the Order or after notification of completion of the work.
c) Any items can be disposed of by SDA if not collected within 3 months.

11. MATERIALS SUPPLIED BY CLIENT
a) SDA may reject any materials supplied or specified by Client which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged to Client.
b) Where materials are supplied or specified SDA will take every care to ensure the best result but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so specified or supplied.

12 INSOLVENCY OR CREDIT RISK
If the Client at any time fails to provide satisfactory proof of credit-worthiness to SDA or does not comply with the payment terms under Clause 6 hereof or ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a Company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him SDA without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not), materials purchased for Client, such charge to be an immediate debt due to him.

13 LIEN
In respect of all unpaid debts due from Client SDA has a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled upon the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

14 RETENTION OF TITLE
Notwithstanding Clause 5 the work shall remain the property of SDA until paid for in full and Client receives and holds the work in a fiduciary capacity as bailee for SDA. In the event of Client's insolvency or failure to make payments by the due date SDA has the right to enter Client's premises and recover the work. Subject to clause 8(b) above Client has the right to use/sell the work and the proceeds of such resale (or such part of the proceeds that is owed on the original purchase) shall be held in a separate account to SDA's order and Client shall assign to SDA any rights or claim in relation to a sub-purchaser.

15 FORCE MAJEURE
SDA shall be under no liability whatsoever if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) act of God, legislation, war, fire, flood, drought, failure of power supply, lock-outs, 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 Clients may by written notice to SDA elect to terminate the contact and paperwork done and materials used but subject thereto shall otherwise accept delivery when available.

16. DISCRETION OF SDA
SDA shall at any time have the right to refuse to continue to carry out work for Client on giving three days written notice to Client. Where such notice is given Client shall immediately be liable to pay SDA for all the work carried out up to the date of the notice.

17. SEVERABILITY AND WAIVER
In the event of failure to enforce these terms and conditions or any one of them SDA shall not be regarded as a waiver of these terms and conditions.

18. ASSIGNMENT
The Contract between SDA and the Client shall not be assigned by the Client without the express agreement in writing of SDA.

19. GOVERNING LAW
These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England.