Mauve Print Management Limited Terms & Conditions
In these terms and conditions (‘terms’) the following definitions shall apply in addition to any other defined terms:
‘Supplier’ means Mauve Print Management Limited, registered in England under number 08027409 having its registered office at Marston House, 5 Elmdon Lane, Marston Green, Solihull, B37 7DL;
‘Customer’ means the person or entity contracting to take and pay for the services provided by the supplier;
‘Estimate’ means the written estimate in respect of the services to be provided by the supplier to the customer;
‘Goods’ or ‘Work’ means deliverables and/or services to be provided by the supplier as set out in an estimate or as otherwise agreed; and
‘Agreed’ or ‘Agrees’ means agreement by or between the customer and/or supplier in writing (which includes email but not fax).
‘Effective Date’ means the date upon which the parties execute a hard-copy Proposal; or, following the Customer completing and submitting the online Proposal published by the Supplier on the Supplier’s website, the date upon which the Supplier sends to the Customer an order confirmation
‘Documentation’ means the documentation for the Hosted Services produced by the Supplier and delivered or made available by the Provider to the Customer from time to time;
‘Hosted Services’ means the Services set out in the Proposal and as specified in the Hosted Services Specification, which will be made available by the Supplier to the Customer as a service via the internet in accordance with these Terms and Conditions;
‘Platform’ means the platform managed by the Supplier and used by the Supplier to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
‘End Users’ means those organisations for which a contractual agreement exists with the Customer for the provision of services. For the avoidance of doubt this excludes all Intermediaries;
‘Intermediaries’ means organisations providing print or any form of marketing services including but not limited to printers, print managers and marketing agencies.
‘Maintenance Services’ means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
‘Term’ means the term of the Agreement
‘Support Services’ means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include any other service or the provision of training services;
Estimates are based on the supplier’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time before acceptance in accordance with clause 3.1 to meet any rise or fall in such costs.
3.1: Any estimate is deemed to be accepted upon receipt of a purchase order from the customer or acceptance by the customer in writing, including email (‘order’).
3.2: An order can only be cancelled up to seven (7) days before the work is scheduled to be delivered. The customer will be liable for any costs incurred by the supplier prior to the cancellation of the order which shall become due on cancellation.
Except in the case of a customer who is not contracting in the course of a business nor holding themselves out as doing so, the supplier reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
All work carried out, whether experimentally or otherwise, at the customer’s request shall be charged at the supplier’s then current standard rates.
6.1: A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
6.2: A charge may be made where copy supplied in electronic form cannot be processed as it does not meet the resolution specification specified by the Supplier.
7.1: The Supplier shall provide the Set Up Services to the Customer.
7.2: The Supplier shall use reasonable endeavours to ensure that the Set Up Services are provided as soon as is reasonably practicable following the Effective Date.
7.3: The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance and implementation of the Set Up Services and, the Supplier will not be liable to the Customer in respect of any such failure caused thereby or to meet any Set Up Services timetable to the extent that the failure is due to matters beyond the reasonable control of the Supplier or arises from a delay in the Customer performing its obligations under these Terms and Conditions.
7.4: Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Supplier shall be the exclusive property of the Supplier.
8.1: The Supplier shall create an Account for the Customer and shall provide to the Customer login details for that Account on or as soon as is reasonably practicable following the Effective Date,
8.2: The Supplier hereby grants to the Customer a non-exclusive licence to use the Hosted Services in accordance with the Documentation during the Term.
8.3: The licence granted by the Supplier to the Customer under Clause 8.2 is subject to the following limitation: the Hosted Services may only be used by the officers, employees and subcontractors of the Customer or its End Users. In the case of subcontractors, these must be approved by the Supplier in writing before carrying out any service for the Customer using the Hosted Services;
8.4: Notwithstanding any other provision of this agreement, the licence granted by the Supplier to the Customer under Clause 8.2 is subject to the following prohibitions:
(a) the Customer must not permit any unauthorised person to access or use the Hosted Services in contravention of the restriction imposed in clause 8.3 above;
(b) the Customer must not sub-license its right to access and/or use the Hosted Services to Intermediaries;
(c) the Customer must not use the Hosted Services to provide services to Intermediaries; and
(d) the Customer must not make any alteration to the Platform in any manner whatsoever or for whatever purpose.
The restrictions set out in clauses 8.4 (b) and 8.4 (c) above are not to be imposed on End Users.
8.5: The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details to ensure that no unauthorised person may gain access to the Hosted Services whether by using an Account or howsoever.
8.6: The Customer and its End Users must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account in accordance with Clause 8.5 comply therewith.
8.7: The Customer and its End Users must not use the Hosted Services in any way whatsoever that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
8.8: The Customer and its End Users must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
If for any reason the Supplier believes this clause 8.8 is being infringed the Supplier shall have the absolute right to terminate the Hosted Services immediately.
8.9: For the avoidance of doubt, the Customer and its End Users have no right to access the software code (including object code, intermediate code and source code) of the Platform, whether before, during or after the Term.
9.1: The Supplier shall provide the Maintenance Services to the Customer during the Term.
9.2: The Supplier shall provide the Maintenance Services with reasonable skill and care.
10.1: The Supplier shall provide the Support Services to the Customer during the Term.
10.2: The Supplier shall provide the Support Services with reasonable skill and care.
11.1: Where the customer is required to supply to the supplier a database, such database shall be provided on compact disc, DVD or electronic file transfer in machine readable files in the format specified by the supplier. The customer will supply the database to the supplier within the time specified by the supplier to allow the supplier to perform its obligations under the contract.
11.2: The supplier and the customer acknowledge that for the purposes of the Data Protection Act 1998 (‘the Act’) the customer is the ‘data controller’ and the supplier is the ‘data processor’ in respect of any ‘personal data’ comprised in any database (as such terms are defined in the Act).
11.3: The customer acknowledges that the supplier is reliant on the customer for direction as to the extent to which the supplier is entitled to use and process ‘personal data’. Consequently, the supplier will not be liable for any claim brought by an individual ‘data subject’ arising from any act or omission by the supplier, to the extent such act or omission resulted directly from the customer’s instructions.
11.4: Each party warrants to the other that it will process ‘personal data’ in compliance with all applicable laws, regulations, standards and similar instruments.
11.5: The supplier warrants that, having regard to the state of technological development and the cost implementing any measures, it will take appropriate technical and organisational measures against the unauthorised or unlawful processing of ‘personal data’ and against the accidental loss or destruction of, or damage to, ‘personal data’.
11.6: The Customer warrants that any database supplied to the supplier does not infringe any third party intellectual property rights.
11.7: The supplier and the customer acknowledge that for the purposes of GDPR compliance,
collecting data via online competitions implement GDPR compliant sign-up forms for opt-In, opt-out in respect of any ‘personal data’ collected in any database.
11.8: The Supplier stores all competition data via secure 3rdparty service in accordance with GDPR regulations
12.1: Proofs of all work may be submitted for customer’s approval and the supplier shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged at the supplier’s then current standard rates. When style, type or layout is left to the supplier’s judgement, changes made at the customer’s request shall be charged at the supplier’s then current standard rates.
12.2: Where the Customer is asked to approve proofs this shall be done in a timely manner. The Supplier shall accept no responsibility, financial or otherwise for delay to either the delivery or mailing date caused by the customer’s delay in approving proofs.
13.1: Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed and then payment shall become due.
13.2: Unless otherwise agreed the price quoted is for delivery of the work to the customer’s address as set out in the estimate. The supplier may charge the customer for any additional costs incurred by the supplier for delivery to a different address.
13.3: Should expedited delivery be agreed, the supplier may charge additional costs at the supplier’s then current standard rates to cover any overtime or other additional costs or expenses incurred.
13.4: Should work be suspended at the request of or delayed through any default of the customer the supplier shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
13.5: The Supplier reserves the right to deliver the Goods in instalments and where the goods are delivered in instalments, each delivery shall constitute a separate contract and each delivery can be invoiced separately. Failure by the Supplier to deliver any one or more of the instalments in accordance with these conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the supplier and the carrier within three (3) clear days of delivery (or, in the case of non-delivery, within fourteen (14) days of despatch of the goods) and any claim in respect thereof must be made in writing to the supplier and the carrier within seven (7) clear days of delivery (or, in the case of non-delivery, within forty two (42) days of despatch). All other claims must be made in writing to the supplier within fourteen (14) days of delivery. The supplier shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer is able to prove to the supplier’s reasonable satisfaction that (a) it was not possible to comply with the requirements and (b) advice (where required) was given and the claim made as soon as reasonably possible.
15.1: The supplier shall not be liable for any indirect or consequential loss of any nature or third party claims occasioned by delay in completing the work as a result of the customer’s delay or default or for any loss to the customer arising from delay in transit.
15.2: Where work is defective for any reason, including negligence, the suppliers’ liability (if any) shall be limited to rectifying such defect. If the defect can not be rectified, then the supplier’s liability will be limited to the value of the work in dispute.
Metal, film, glass and other materials owned by the supplier and used in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives and the like shall remain the supplier’s exclusive property.
17.1: Payment shall become due and payable on dispatch of the goods unless credit terms have been agreed in advance. All payments shall be made in full and in cleared funds in accordance with the supplier’s instructions and without any deduction, set-off, counterclaim or withholding other than any agreed settlement discount.
17.2: If payment of any sum payable to the supplier is not received on or before the due date for payment then, without limiting the supplier’s other rights and remedies, the supplier shall be entitled to charge interest thereafter on such sum at the rate of 5% per annum above the base rate of Lloyds Bank PLC from time to time, such interest accruing on a daily basis and being compounded on the last day of each calendar month from the due date until actual payment of the overdue amount (whether before or after judgment). Furthermore any other monies due to the supplier shall become immediately payable in full together with the overdue amount and all interest accrued thereon.
17.3: In relation to payments disputed in good faith, the customer shall pay any undisputed amount on the due date for payment and in respect of the disputed amount, interest shall only be payable after the dispute has been resolved on sums found or agreed to be due from the due date until payment.
18.1: Except in the case of a customer who is not contracting in the course of a business nor holding themselves out as doing so, customer’s property and all property supplied to the supplier by or on behalf of the customer shall while it is in the possession of the supplier or in transit to or from the customer be deemed to be at the customer’s risk and should be insured accordingly.
18.2: The supplier shall be entitled to make a reasonable charge for the storage of any customer’s property left with the supplier before receipt of the order or after notification to the customer of completion of the work at a standard charge of £5 per pallet (or part pallet) per week. The supplier reserves the right to request in writing that customer’s property be removed on the expiration of fourteen (14) days’ notice from the supplier’s premises subject to all related storage charges having been paid. The supplier retains the right to dispose of any property not removed at the customer’s cost.
19.1: The supplier may reject any paper, plates or other materials supplied or specified by the customer, which appear to the supplier to be unsuitable. The supplier may charge additional costs if materials are found to be unsuitable during production unless the whole or any part of such additional costs could have been avoided but for unreasonable delay by the supplier in ascertaining the unsuitability of the materials.
19.2: Where materials are so supplied or specified, the supplier will take every care to secure the best possible results, but liability will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
19.3: Quantities of materials supplied shall be adequate to cover normal spoilage.
Unless otherwise agreed, where the supplier agrees to purchase and hold bespoke stock specified by the customer for later delivery, and for whatever reason that stock becomes obsolete, the customer shall pay in full at the agreed rate for the stock and authorise its destruction within thirty (30) days of the obsolescence date.
21.1: Unless otherwise agreed, the supplier shall own and retain all intellectual property rights in any software written or developed by it or artwork or other materials developed specifically for the customer (‘supplier IP’).
21.2: The supplier shall grant to the customer a non-exclusive non- transferable licence to the supplier IP for the customer’s internal business purposes only and the Customer shall have no licence for any other use unless the supplier agrees otherwise.
21.3: The customer owns all intellectual property rights in any data supplied by the customer and the supplier undertakes (at the cost of the customer) to return such data in a sequential file format if requested
If the customer (being an individual) ceases to pay their debts or cannot pay their debts as they become due or has a bankruptcy petition issued against them (or being a partnership has any partner to whom any of the foregoing apply) or (being a company) is deemed unable or admits inability to pay its debts or has a winding- up petition issued against it, or is subject to an administration order or files notice of an intention to appoint an administrator, without affecting its other rights or remedies, the supplier shall: (i) 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) and materials purchased for the customer, such charge to be payable on demand; and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of fourteen (14) days’ notice to dispose of such goods or property in such manner as it thinks fit and to apply the proceeds towards such debts.
23.1: The supplier shall not be required to print or otherwise publish any matter which in its reasonable opinion is or may be of an illegal, libellous or obscene nature or infringe the proprietary or other rights of any third party.
23.2: The customer shall fully indemnify the supplier in respect of any claims, costs, damages and expenses (including legal expenses on a full indemnity basis) arising out of or in connection with the same.
A contract for the printing of a periodical publication may not be terminated by either party unless thirteen (13) weeks’ notice in writing is given in the case of periodicals produced monthly or more frequently or twenty six (26) weeks’ notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless the supplier may terminate any such contract forthwith should any sums due by the customer remain unpaid.
The supplier shall not be in breach nor liable for any delay in performing, or failure to perform, its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. During the continuance of such events or circumstances, the customer may by written notice to the supplier elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
26.1: Variation: No variation to these terms or any contract made under them shall be effective unless agreed.
26.2: Waiver: No failure or delay to exercise any right or remedy under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
26.3: Third party rights: No one other than a party to these terms shall have any right to enforce them.
26.4: Credit referencing: We may transfer information about you to third parties for the following purposes: obtaining credit insurance, making credit reference agency searches, credit control assessment and analysis (including credit scoring, market, product and statistical analysis), and protecting our interests. We will provide you with details of such third parties on request.
26.5: Governing law and jurisdiction: These terms shall be governed by and construed in accordance with English law and both parties hereby submit for all purposes of and in connection with these terms to the exclusive jurisdiction of the English Courts.
