Imagine Photo Words Terms and Conditions
These terms and conditions (“Terms”) together with the Order Form (defined below) constitute the “Contract” between Imagine Photo Words of 38 Glebe Close, Pitstone, Leighton Buzzard, Bedfordshire LU7 9AZ (“Provider”) with url www.imaginephotowords.co.uk (“Website”) and Client.
The following additional definitions shall apply:
“Client” shall mean the person(s) or entity whose name appears on the Order Form;
“Copyright” shall mean the copyright and all other ancillary right, title and interest as set out in the Copyright Designs and Patents Act 1988 as varied and/or amended from time to time;
“Fees” shall mean the price to be paid by Client to Provider for the Product. A schedule of Fees is available on the Website or in paper form from the Provider;
“Order Form” shall mean the order form provided by Provider to Client when an “Order” for Product is placed by Client;
“Photos” shall mean the photographs to be provided by Client to Provider in electronic form in a format to be agreed by Provider and for use by Provider in the Product;
“Proof” shall mean a draft version of the Product in “proof” form which the Provider shall send to Client electronically for approval before the Product is completed in hard copy;
“Product” shall mean the physical good(s) to be designed, produced and delivered by Provider in accordance with the agreed specifications set out in the Order Form.
1. Provision of Services: Provider shall provide the Product to Client in accordance with the agreed specifications set out in the Order Form using the Photos provided by Client. Provider shall use all reasonable care and skill in the creation of the Product.
2. Fees: Client will be required to pay the Fees in full on signature of the Order Form using the payment method agreed by Provider, unless otherwise agreed in writing by Provider. Subject to Client’s statutory rights as a consumer, Fees shall be non-refundable once paid. Provider reserves the right to charge interest on any fees that are overdue at a rate of 3% above the Bank of England’s base rate.
3. Approval of Proofs/Delivery of Product: Provider shall deliver the Proof and finished Product to Client in accordance with the timetable to be agreed between Client and Provider. In the absence of an agreed timetable, Provider shall deliver the Proof to Client for approval electronically by email using the address provided in the Order Form within five days from receipt of the Photos. Client shall return the Proof to Provider electronically by email as soon as reasonably practical following receipt of the Proof. If Client requires any amendments to the Proof, Client shall set such changes out clearly in writing by email. When Client is satisfied with the Proof, Client shall send the Proof to Provider electronically under cover of an email noting that the Proof is approved. On receipt of the approved Proof, Provider shall produce the Product in printed form in the quantity, format and size specified in the Order Form. Provider shall deliver the Product to Client between one and four weeks (depending on the size and volume of the Order) from receipt of the approved Proof using the agreed delivery method. All timing in this Clause 3 are estimates only and timing shall not be of the essence in respect of Provider’s delivery obligations.
4. Delivery Costs: The cost of delivering the Products to the Client shall be borne by the Provider and are included in the Fees.
5. Retention of Title: Title in the Product remains with Provider until such time as 100% of the Fees due and payable have been received by Provider.
5. Changes to the Order after the Order Form/Proof has been delivered: Please note that any alterations made to the Order by Client once details have been confirmed in the Order Form may only be made at Provider’s discretion and in some circumstances additional fees may be payable. Once the Proof has been approved by Client, any changes requested by Client shall be subject to the payment of additional fees as advised by Provider to Client.
6. Returns: Client acknowledges that the Product is a bespoke product made to Client’s specifications and as such, cannot be returned or exchanged unless the Product is faulty or damaged. This does not affect Client’s statutory rights as a consumer.
7. Damaged/Faulty Product and Late Delivery:
7.1 Client shall notify Provider by email (a) within five days of the estimated date of delivery if the Product has not been delivered and (b) within three days of delivery of the Product in the event of any damage or defect discoverable on reasonable examination or of any shortage in the quantity of the Product delivered.
7.2 Claims for damage or defects not discoverable on reasonable examination under clause Error! Reference source not found. must be notified
in writing by Client to Provider immediately on discovery, but in any event within one month of the delivery date.
7.3 In the absence of notice under clause Error! Reference source not found. or 7.2, the Product shall be deemed to have been accepted by
Client as being in good order and in conformity with the Contract.
7.4 Client waives any right of partial rejection of the Product that Client may have under section 35A of the Sale of
Goods Act 1979.
8. Copyright: Client warrants that it has the right to use the Photos in the manner provided for in the Contract. Provider retains all Copyright in the Product including without limitation Provider name, any marks, logos or trademarks associated with the Product, which shall incorporate the Photos. Client shall not be entitled to copy or reproduce the Product without Provider’s written consent.
9. Colour: it is understood that any photographic printing that is done in creating the Product is undertaken within the technical limitations of the process and that colour variations may occur between the electronic and printed formats used in the Product.
10. Sizing: all print and presentation sizes quoted are approximate and subject to the discretion of the Provider.
11 Loss of Photos: Provider shall not be responsible for any loss or damage to Photos in Provider’s care.
12. Display: Provider shall be entitled to display the Product on Provider’s website and to use the Product in the promotion of Provider’s business in advertising, brochures, magazine articles and other such materials without payment of any fee to Client and Client grants Provider the necessary licence in the Photos and Product to use in the manner described.
13. Complaints: In the unlikely event of any complaint with regard to the Product, all complaints should be sent to the Provider at the address set out above.
14. Force Majeure: The due performance of the Contract is subject to alteration or cancellation by Provider owing to any cause beyond their control (including without limitation sudden illness/injury).
15. a) LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF PROVIDER TO CLIENT WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE AMOUNT PAYABLE BY CLIENT UNDER THE CONTRACT.
b) EXCLUSION OF LOSS: PROVIDER SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR THE LOSS OF ANTICIPATED PROFIT ARISING FROM THE CONTRACT EVEN IF PROVIDER IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
c) INDEMNITY: CLIENT SHALL INDEMNIFY PROVIDER TO THE FULLEST EXTENT PERMITTED BY LAW FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, COSTS, LIABILITIES, LOSSES, PENALTIES, DAMAGES AND EXPENSES (INCLUDING LEGAL EXPENSES) ARISING OUT OF OUR IN CONNECTION THE PHOTOS.
16. No variation: No variation to these Terms shall be binding upon Provider unless expressly agreed in writing by Provider.
17. Sub-contract: Provider shall be entitled to employ sub-contractors to assist in the performance of its obligations under the contract.
18 Data protection/Privacy: Client consents to (a) Provider’s holding and processing data relating to Client for legal and administrative purposes and, in particular, to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 relating to Client and (b) Provider contacting Client by telephone, email and/or post to advise of products and services available from Provider that may be of interest to Client including without limitation advertising/ marketing materials and special offers. If Client does not want Provider to use Client’s personal data to contact Client in this way please contact Provider at 38 Glebe Close, Pitstone, Leighton Buzzard, Bedfordshire LU7 9AZ.
19. Governing Law: The Contract shall in all respects be governed by and construed in accordance with English Law and the parties hereto submit to the jurisdiction of the English courts.
Last updated: April 2011