Terms and Conditions

1.1 Definitions BCM Box Clever Marketing Limited. Customer any person, firm or company who accepts the Estimate prepared by BCM for the provision of the Services to be performed under this Contract and in accordance with the Specification provided by the Customer when ordering such Services. Services services which the Customer commissions BCM to provide in accordance with these Conditions and the term shall be construed where the context so admits as including materials, products and all work which may be associated with the provision of such services. Order the order placed by the Customer, whether expressly on BCM,Äôs own order form or orally, for the supply of the Services. Conditions the standard terms and conditions of engagement set out in this document and includes any special terms and conditions agreed in writing between BCM and the Customer. Contract the contract for the provision of the Services. Estimate the formal written estimate provided by BCM setting out the Services to be produced to the Customer in accordance with the Specification and the costs of such Services. Specification the specification of the Services BCM is commissioned by the Customer to provide as the same may be more particularly set out by the Customer on a BCM order form or as instructed by the Customer orally (and subsequently confirmed in writing). Writing includes email, letter, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Any references to the masculine gender shall be deemed to include a reference to both the feminine and neuter genders where the context so admits.
1.4 The headings to these Conditions are for convenience only and shall not affect their interpretation.

2. Conditions
These Conditions shall form the basis of the Contract between BCM and the Customer. Notwithstanding anything to the contrary in the Customer,Äôs own conditions of engagement, order form or other such document, these Conditions shall govern the Contract to the exclusion of any other terms and conditions save for any variation to these Conditions which may be agreed in writing by a director or authorised representative of BCM.

3. Acceptance of Orders
3.1 No Order submitted by the Customer shall be deemed to be accepted by BCM unless and until it is confirmed in writing by BCM, such confirmation being provided in the form of the Estimate submitted to the Customer. The Customer shall acknowledge his/its acceptance of the Estimate and these Conditions by returning to BCM a signed copy of the Estimate or by confirming his/its acceptance in writing.
3.2 The Customer shall be responsible to BCM for ensuring the accuracy of the terms of any Order/Specification submitted to BCM, and for giving BCM and necessary information relating to the Specification of the Services in sufficient time so as to enable BCM to perform the Contract in accordance with its terms.
3.3 The Customer shall be entitled to vary the terms of its Order or the original Specification but in such circumstances BCM reserves the right to revise the costs of providing the Services as set out in the Estimate if such variations shall result in additional work needing to be performed or in higher charges for labour and materials. Where any such variation leads to a reduction in work materials ordered, BCM, shall subject to clause 3.4 below, reduce the charge quoted on the Estimate accordingly.
3.4 If any order which has been accepted by BCM is subsequently cancelled or reduced by the Customer (such cancellation or reduction having first been confirmed in writing) the Customer agrees that he/it shall indemnify BCM in full against all costs (including the cost of all labour and materials used), damages, charges and expenses incurred by BCM as a result of such cancellation or reduction.
3.5 BCM will use its best endeavours to deliver the correct quantity of any printed material ordered by the Customer but Estimates are conditional upon margins of 5% being allowed for surpluses or shortages in the volume ordered, without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.

4. Payment
4.1 Subject to clauses 4.2, 5.3 and 6.1 below, the charges for providing the Services shall be those quoted on the Estimate to be supplied to the Customer in accordance with clause 3.1 above.
4.2 Notwithstanding the terms of clause 4.1 above, BCM reserves the right, by giving written notice to the Customer at any time before delivery of the relevant completed material to the Customer, to increase the price originally quoted on the Estimate so as to reflect any subsequent increase in the cost to BCM of providing the Services where such increase has been due to any factor beyond the control of BCM (such as, without limitation to the generality of the foregoing, any significant increase in the cost of labour, printing costs and the cost of materials), any changes in the quantities of printed material or Specification of the Services requested by the Customer, or any delay caused by any instructions of the Customer or the failure of the Customer to give BCM adequate information or instructions.
4.3 The price payable is exclusive of any applicable VAT which the Customer shall by additionally liable to pay BCM as appropriate.
4.4 The Customer shall, unless previously agreed in writing, or pay all sums due and payable under these Conditions within 30 days of BCM,Äôs invoice date. Payment may be made either in person at BCM,Äôs offices or by post to BCM. All cheques shall be made payable to BCM and crossed. All materials shall remain the property of BCM until any outstanding invoice has been paid in full.
4.5 The Customer shall pay interest on overdue accounts at 4% per annum above the base rate from time to time of Lloyds TSB Bank Plc, such interest accruing daily from the due date for payment referred to in clause 4.4 above.
4.6 Where BCM and the Customer have previously agreed in writing that payment is to be made by instalments, BCM shall not be bound to take any step in the performance of the Contract until the Customer has paid the first installment and if the Customer shall fail promptly to pay the second or any subsequent installment, BCM shall be entitled (as its option and without prejudice to any other remedies) to suspend or terminate its performance of the Contract (and to call upon the Customer to furnish a bank guarantee for the due payment of the outstanding balance of the charge).

5. Delivery
5.1 BCM will arrange for the delivery of any works or printed material to the Customer and such delivery will either be made directly from the printers retained by BCM or by delivery service companies retained for this purpose. Delivery shall be made at the Customer,Äôs address or at such other place or places specified in the Order or as subsequently agreed with the Customer. Alternatively, arrangements can be made for the works or material to be collected by the Customer at BCM,Äôs premises at any time after BCM has notified the Customer that the works or material are ready for collection.
5.2 Risk and property in the works or printed material produced under the Contract shall pass to the Customer on delivery without prejudice to any right of rejection which may accrue to the Customer under these Conditions.
5.3 Should expedited delivery be requested by the Customer, BCM shall be entitled to make an extra charge for such delivery in order to cover any additional costs involved.
5.4 BCM undertakes to use its best endeavours to have the finished works/printed material ready for despatch on a promised delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the Contract unless expressly so stipulated in writing between the parties.
5.5 If delivery of the completed works or printed material is delayed by strikes, lock-outs, fires, accidents, defective materials or any other cause beyond the reasonable control of BCM, a reasonable extension of time of delivery shall be granted.
5.6 Subject to any special terms agreed in writing by BCM, BCM shall be entitled to invoice the Customer for the price of the Services on or at any time after delivery of the completed works and/or printed material.
5.7 Where the delivery of any works and/or printed materials is to be made by instalments, a failure by BCM to deliver any one or more of the instalments in accordance with these Conditions or any delay by BCM or its agents in delivering any such instalments for whatsoever reason shall not entitle the Customer to treat the Contract as a whole as repudiated or to damages. BCM reserves the right to tender a separate invoice in respect of each instalment.

6. Acceptance of Proofs
6.1 Proofs of all works commissioned, including printed matter, typesetting, illustrations, artwork or photographs, will be submitted to the Customer for the Customer,Äôs prior approval. Alterations made in order to correct literal errors appearing on the proofs will be made without any charge but all other corrections will be charged to the Customer. Once the Customer has accepted the correctness of the proof and has signified this acceptance in writing to BCM, the Customer will accept full responsibility for any errors not corrected by the Customer in proofs so submitted and shall be responsible for any extra charges which result from subsequent changes thereto.
6.2 BCM shall require the Customer to acknowledge in writing (i.e. ,Äòsign off,Äô) his/its approval of satisfaction with the quality and correctness of any work undertaken on his/its behalf and this shall be required at every stage of such works (e.g. the ,Äòartwork stage,Äô, the ,Äòprinted proof,Äô stage etc.) before BCM agrees to proceed to the next stage as appropriate.

7. Customer,Äôs Property
7.1 All property owned by the Customer which is supplied to BCM (or its agents) by the Customer shall while it is in the possession of BCM (or any of its agents) be deemed to be at the Customer,Äôs risk, unless otherwise agreed, and the Customer should therefore make appropriate arrangements with regard to the insurance of such property.

8. Illegal Matter
8.1 BCM shall not be required to produce any matter which in its opinion is, or may be, of an illegal or libellous nature or which might infringe any proprietary or other rights of any third party.
8.2 The Customer agrees to indemnify and keep indemnified BCM in respect of any claims, costs and expenses incurred by BCM which arise out of any illegal or libellous matter or from the infringement of any copyright, patent, design right, registered design or trade mark, trade name or know how or of any other proprietary or personal rights contained in any material printed or produced for the Customer.

9. Confidentiality
9.1 BCM agrees that it shall not at any time, without the Customer,Äôs prior consent, divulge or allow to be divulged to any person, firm or company any confidential information relating to the business affairs of the Customer other than to persons who have been retained by BCM to assist in the provision of the Services whereby such persons will be obliged by BCM to preserve the confidentially of such information.

10. Copyright and other Intellectual Property
10.1 The copyright in all works and material created by BCM or its agents on the Customer,Äôs behalf (and whether or not the same shall be supplied to the Customer) pursuant to the order shall belong legally and beneficially to BCM or its agents as appropriate.
10.2 The Customer warrants that any design, drawings or instructions furnished or given by him/it or produced by BCM for the Customer pursuant to and in accordance with the Customer,Äôs instructions shall not contain anything which will cause BCM or its agents to infringe any copyright, patent, registered design, design right, trade mark, trade name, know how or other such similar rights of a third party in the performance of the Contract.
10.3 The Customer shall indemnify and keep indemnified BCM from and against any and all loss, damage or liability (whether criminal or civil) suffered and all legal fees and costs incurred by BCM resulting from an infringement of any patent, registered design, design right, copyright, trade mark, trade name, know how or other such similar rights of any third party.

11. Insolvency of Customer
11.1 This clause shall apply if:- 11.1.1 the Customer makes any voluntary arrangement with his or its creditors or becomes subject to an administration order (being an individual or firm) has a bankruptcy petition issued against him or (being a company) goes into liquidation (otherwise than for the purposes of an amalgamation or reconstruction); or 11.1.2 an encumbrancer takes possession, or an administrative receiver is appointed, of or over any of the property or assets of the Customer; or 11.1.3 if the Customer ceases to pay his or its debts in the ordinary course of business or cannot pay his or its debts as they become due.
11.2 If this clause applies then, without prejudice to any other rights or remedies available to BCM, BCM shall:- 11.2.1 be entitled not to proceed further with the Contract or any other work for the Customer and to charge for work already carried out (whether completed or not) and for materials purchased for the Customer, such charge to be an immediate debt due from him/it. 11.2.2 have the right to suspend any further delivery of completed works or material under the Contract without any liability to the Customer; and 11.2.3 in respect of all unpaid debts due from the Customer, have a right to exercise a general lien on all goods and property of the Customer in BCM,Äôs possession and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as BCM thinks fit and to apply the proceeds towards such debts.

12. Force Majeure
12.1 BCM shall be under no liability to the Customer for any loss or damage which may be suffered by the Customer as a result, directly or indirectly, of BCM being unable to carry out any provision of the Contract for any reason beyond its reasonable control including (without limitation to the foregoing) an Act of God, legislation, war, riot, civil disobedience, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty in procuring materials required for the performance of the Contract. During the continuance of such a contingency, the Customer may by written notice to BCM elect to terminate the Contract and pay for all Services performed to the date of termination, work done and materials used but shall otherwise accept delivery of the works or material ordered when the same is available.

13. Remedies
13.1 Termination or cancellation of this Contract for whatever reason shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing by one party to the other.

14. Notices
14.1 Any notice given under these Conditions shall be deemed to have been duly given if sent by pre-paid first class post or facsimile machine to the party concerned at his or its last known address. Notices sent by first class post shall be deemed to have been served forty-eight hours after the same shall have been posted and notices sent by facsimile machine shall be deemed to have been given on the date of dispatch.

15. General
15.1 No waiver by BCM of any breach of the Contract by the Customer shall be considered as a waiver of subsequent breaches of the same or any other provision. 15.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

16. Law
16.1 These Conditions and all other expressed terms of the Contract shall be governed by and construed in accordance with the laws of England. Terms and conditions issued by Box Clever Marketing Limited