All and any business undertaken by Glassmint Visual Media, including any advice, information or service is subject to the following Conditions, and any Client commissioning business from Glassmint Visual Media will be deemed to have accepted the conditions set out below unless a variation or additional terms are agreed in writing between Glassmint Visual Media and the Client and is signed by a Partner of Glassmint Visual Media.
These conditions shall apply to the overall retainer or contract governing the relations of the parties generally and separately to each specific Assignment given under the overall contract. An Assignment may be varied or terminated in accordance with the terms hereof and the termination, variation or other application of provisions hereof to such Assignment shall not apply to the overall contract unless this is clearly stated or evident.
1.1 Quotations, orders, acceptance of orders and the provision of design, consultancy and other services, products, work, assignments and projects (“the Services”) are all subject to these conditions to the exclusion of any conditions or terms the client may purport to apply under any order or document. 1.2 No statement, representation, variation or other conditions shall be binding on Glassmint Visual Media unless set out in writing and signed in acceptance by a partner of Glassmint Visual Media. 1.3 The Client shall be responsible to Glassmint Visual Media for ensuring the accuracy of the terms of the order (including any applicable specification) submitted by the Client, and for giving Glassmint Visual Media any necessary information relating to the Assignment within a sufficient time to enable Glassmint Visual Media to perform the Contract in accordance with its terms.
All quotations are open for acceptance for a period of 30 days but may be withdrawn before.
3. Clients Instructions
3.1 The Client shall provide to Glassmint Visual Media, promptly and in sufficient time for the proper performance of the Services, an accurate order or confirmation of order, a written brief with a clear specification of requirements and whatever information, products and materials as are readily available to the Client and reasonably requested by Glassmint Visual Media. The Client shall obtain any necessary copyright or other intellectual property clearance for materials supplied by it for use by Glassmint Visual Media and shall be responsible for identifying how Services have to comply with its corporate guidelines, for ensuring that any product to be resold complies with all necessary safety requirements is not illegal or of a libellous nature and that all product provided by Glassmint Visual Media is carefully checked and shall indemnify Glassmint Visual Media against any claims, proceedings, costs and expenses arising from failure to comply with these obligations or the infringement of third party rights. 3.2 Glassmint Visual Media shall have discretion as to the use of materials supplied by the Client and will take reasonable care of the same provided that it shall not be liable for loss or damage and it shall be for the Client to insure any property of the Client. Glassmint Visual Media shall not be obliged to carry out Services such would in its reasonable opinion breach any recognized code of practice of legislation or in any other way prejudice the good name of Glassmint Visual Media. 3.3 The Client is responsible for the return of all their property held at Glassmint Visual Media and will ensure it is promptly collected on completion of all work. 3.4 Should the Client cancel or change the date of their booking or order within 48 hours 50% of the total fee less VAT is payable and if within 24 hours 100% of the total fee less VAT is payable.
4. Prices 4.1 Prices are ex-works and exclusive of transportation, packaging, insurance and Value Added Tax. Glassmint Visual Media reserves the right to make additional charges in the event of agreed variations of factors which could not have reasonably been foreseen or delays by the Client in providing adequate instructions or information or in taking delivery of Services. 4.2 Glassmint Visual Media reserve the right to change their prices at any time without notice subject to contract.
5.1 Payment in full is required, regardless of amendments, within 30 days of the date of the invoice. 5.2 Without prejudice to any other right of Glassmint Visual Media, if payment is not made by the due date, then until payment is made it shall not be obliged to carry out any further work for the Client and shall be entitled to a lien upon all documents, products and materials belonging to the client which are in its possession. 5.3 Glassmint Visual Media shall be entitled to charge interest of 3% per calendar month (from the date of the invoice or demand) on the balance of all monies outstanding 30 days after the date of invoice or demand. 5.4 If monies are still outstanding more than 90 days after the date of invoice, Glassmint Visual Media will begin legal proceedings to recover all monies, including interest accrued.
6.1 Glassmint Visual Media reserves the right to employ, retain, discharge, or replace at any time any sub-contractor or associate in carrying out the work for the Client. 6.2 Glassmint Visual Media shall be solely responsible for ensuring due performance by sub-contractors and associates, and shall not be obliged to disclose their identity.
7. Intellectual Property
7.1 Unless expressly agreed by Glassmint Visual Media the copyright, design right, registered design and ideas (and the trade secrets relating thereto) in any Services provided by Glassmint Visual Media shall remain the property of Glassmint Visual Media. In so far as Glassmint Visual Media agreed to be reproduction or use of the material subject to such rights a non-assignable license will be implied for the consideration provided for in the contract which only in relation to the precise type of reproduction and use provided for in the contract which unless otherwise agreed is for use by the Client only and for the number of copies provided for or as is reasonable in the circumstances. After this license has exhausted Glassmint Visual Media may recover any original material provided. Any other use or quantity will have to be the subject of a further license. In no circumstance will an assignment of any intellectual property be implied. In the event that payment is not received in full when due and said license shall be revoked automatically. Glassmint Visual Media asserts moral rights under the Copyright, Designs and Patents Act 1988 in relation to all Services. 7.2 If the parties agree in writing that Copyright in the original work shall be assigned this will only take place after settlement of all outstanding monies payable by the Client in relation to the Services. 7.3 All photography, illustrations and other works supplied by third parties shall remain the property of such third party and shall be used subject to the terms and licenses negotiated with such parties.
8. Approval of work
8.1 After presentation of the final edited images for each assignment the Client may request one set of changes or modifications at no further cost. Other modifications will then be chargeable on an hourly basis at £60 per hour. Any request for amendments must be made within 30 days of the presentation of the final edited images. All approved work is deleted after 30 days. 8.2 Where digital photographs or photographic prints, artwork, textual proofs or other documents for printing or online use are submitted to and approved by the Client, such approval shall be subject to any express reservation, be conclusive and binding upon the Client. In such case no claim or complaint shall be raised subsequently as to the accuracy, completeness or acceptability of the artwork or document so approved provided the printed or online version fully corresponds with the approved version.
9.1 Glassmint Visual Media has a list of approved printers. If the client chooses to use his/her own printer then Glassmint Visual Media will not guarantee print quality.
10. Delivery of Services
Dates of dispatch or completion of Services will be the best estimates of Glassmint Visual Media which reserves the right to alter them notifying the Client as soon as reasonably practicable. Although every effort will be made to complete the Services by the estimated date and in accordance with the Client’s requirements, Glassmint Visual Media shall be under no liability if it fails to provide the Services before any date estimated or agreed.
11. Contractual Limits
11.1 Glassmint Visual Media will take all reasonable care to ensure that Services do not contravene any legislation, regulations or codes of practice nor infringe third party rights but does not warrant that there will be no such contravention and shall not be held responsible or liable to the Client for any such contravention. 11.2 Glassmint Visual Media shall not be liable, other than for death or personal injury resulting from Glassmint Visual Media’s negligence, for any costs claims damages or expenses of any nature arising from any breach of any warranty or condition express or implied by statute or otherwise or from any negligence breach of statutory or other duty or any delay on the part of Glassmint Visual Media in the performance of Services or failure to perform. In no circumstances shall Glassmint Visual Media be liable for any economic, consequential of indirect loss or damage.
12. Force Majeure
Glassmint Visual Media shall not be liable to the Client for any delay or failure to perform any of its obligations or services due to circumstances beyond its reasonable control or because such obligations or Services are rendered wholly or substantially impossible, impractical, illegal or unconscionable otherwise than as a result of the fault of Glassmint Visual Media.
13. Breach of Contract, insolvency etc.
13.1 Glassmint Visual Media may, without liability to the Client, at its discretion, suspend or terminate the supply of any or all Services if any of the events described in its Conditions 13.3 and 13.4 below arise and if Services have been delivered or performed the price of them shall immediately become due. 13.2 If any of the events described in condition 13.3 below arise the Client shall pay Glassmint Visual Media all fees and expenses incurred in relation to the Services terminated up to the date of termination, and the Client shall indemnify Glassmint Visual Media against all losses (including loss of profit or fees) expenses, damages and liabilities incurred in performing the Services and contract terminated including any relating to sub-contractors and third parties. 13.3 The Client (a) is in breach of any of its obligations hereunder and (and if such breach is capable of being remedied) does not remedy such breach within a period of 21 days after receiving a written notice from Glassmint Visual Media requiring remedy (b) has failed to comply with the provisions of Condition 3.1 in relation to the provision of information (c) unreasonably fails to take delivery of the Services (d) renders or is likely to render the performance of Services by Glassmint Visual Media wholly or substantially impossible, impracticable or unconscionable. 13.4 (a) The Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction): (b) The Client has an encumbrance take possession or a receiver, administrator appointed to any of its property or assets (c) Glassmint Visual Media reasonably apprehends that an event referred to in (a) above is about to occur in relation to the Client and notifies the client accordingly.
The Contract shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.