You are judged to have read and understood these conditions. It is a condition of placing an order that you are bound by these terms. Topaz Digital Media Ltd (hereafter referred to as “Topaz Digital Media Ltd”, “the Company” or “the Seller”) will not be bound by any conditions imposed by the customer (hereafter referred to as the “buyer” or “customer”), unless agreed in writing and signed by all company directors or partners.
All preliminary work undertaken whether experimentally or otherwise will be charged at current rates.
Topaz Digital Media Ltd will not be bound by any price quoted on the telephone. A firm quotation in writing signed by both parties shall be the only binding form and will be given and deemed valid only after Topaz Digital Media Ltd have received and examined the necessary samples.
Any contract made between the Company and the Customer (hereinafter called “the Contract”) shall incorporate and be subject to these Conditions; any other terms that the Customer shall seek to incorporate into the Contract are hereby expressly excluded. An order shall be deemed to be accepted by Topaz Digital Media Ltd on receipt of authorisation whether by fax, e-mail, or verbal. No order of the Customer placed with the Company (whether in response to a quotation or not) shall be binding on the Company unless and until it is accepted by the Company in writing. The Company is not obliged to accept cancellation of accepted orders and may require payment of a cancellation charge before accepting any cancellation. Specifications and price lists are issued for information purposes only, and do not constitute contractual offers for sale; they are subject to alteration or withdrawal without notice.
Prices quoted in writing are based on current costs of production and, unless otherwise agreed in writing are subject to amendment at any time after authority is given to print, to meet any rise or fall in such costs. The price of the goods shall be in accordance with our official list price for the goods on delivery thereof provided that such price shall be subject to adjustment without notice.
Proofs and Errors
An extra charge will be made for major corrections, amendments, alterations in style or content and for corrected proofs. On request proofs are available for customers approval. No responsibility or liability will be accepted by Topaz Digital Media Ltd for- (i) any errors after the proofs have been approved by the customer or (ii) for any material for which the customer has given instructions that allow for artists’ license (iii) any errors in spelling or grammar made by our designers where proofs have been submitted to the customer. Any orders taken by telephone will be accepted only at the customer’s own risk. An order form and signature should accompany all orders. Proofs are deemed to have been approved at the point of receipt whether or not a signature has been received. Proofs are not colour calibrated and no responsibility will be accepted for deviations in colour from the proof supplied. Any complaints about services provided or work supplied deemed by the buyer to be the fault of Topaz Digital Media Ltd should be submitted in writing within 7 days of delivery or receipt of invoice, whichever occurs sooner. After this date all goods and/or services will be deemed to be acceptable for use. Any usage of the goods supplied will be deemed as acceptance of the goods. Topaz Digital Media Ltd shall only consider financial recompense upon return of the goods in full, or that part of the supply deemed unacceptable.
Topaz Digital Media Ltd shall be entitled to invoice the customer for the price of the customer ‘s order when the order has been completed, whether or not the goods have been collected or delivered to the customer. Payment shall become due upon notification to the customer that the order has been completed. Time shall be of the essence of the Contract in respect of the time of payment. An extra charge may be made where Topaz Digital Media Ltd agrees with the customer to deliver the goods or expedite the order. In the event of the processing of the customer’s order being suspended or delayed as a result of any act or omission on the part of the customer for a period of 30 days, Topaz Digital Media Ltd shall be entitled to payment for that part of the work relating to the customer’s order which has been processed. If the customer fails to supply requested information for a period exceeding 10 working days, thus preventing the completion of the order, Topaz Digital Media Ltd will be entitled to invoice for the full amount. If the customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Topaz Digital Media Ltd, Topaz Digital Media Ltd shall be entitled: – to cancel the contractor or suspend any further deliveries to the customer; to appropriate any payment made by the customer as Topaz Digital Media Ltd may think fit (notwithstanding any purported appropriation by the customer); and to charge the customer with all costs and expenses involved in collecting the overdue payment. Topaz Digital Media Ltd have the right to suspend service at any time in the event of an outstanding invoice. A Finance Charge will be made on unpaid balances at the rate of 12% per month. This charge will be computed by applying the monthly rate to the statement value at the start of each calendar month, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest). The buyer shall be liable to pay same in the event of late payment even after payment of the principal sum, acceptance of which does not absolve the buyer from liability for such interest. 30-day terms are subject to withdrawal at any time. Deliveries of order will be suspended on all overdue accounts. Any cheques returned or stopped will be charged to the customer at £10 per instance, and accounts will be placed immediately on stop.
Goods will be delivered by the most economical means by a carrier of our choice. Should the customer specify another means i.e. “overnight AM” the additional charges will be for their account. If the company undertakes to deliver the goods on or before a stated date, it shall use its best endeavours to comply therewith, but in the event of late delivery, the buyer shall not be entitled to vary or cancel the order nor shall Topaz Digital Media Ltd be liable for any resultant damages consequential or otherwise occasioned by reason of a delay. Any damages caused in transit are the sole responsibility of the carrier and shall be governed by their terms and conditions. Responsibility for all insurance claims resulting shall lie with the client. Topaz Digital Media Ltd only use couriers who insure goods for their value at point of sale. The signature of any employee or agent of the buyer is proof of receipt. In the event that Topaz Digital Media Ltd cannot or do not obtain a signature the risk in the goods will nonetheless be born by the client. The buyer will be liable for any additional carriage, storage charges, losses or damages arising if the customer refuses to take delivery of the goods ordered. The Company reserves the right to make partial deliveries. Goods in each delivery or part delivery shall be considered sold under separate contract, which may be invoiced separately. Neither any non-delivery, nor shortages in delivery nor any claim by the Buyer in respect of any delivery or part delivery shall entitle the Buyer to reject any other goods.
Topaz Digital Media Ltd shall not be liable for any indirect or consequential loss or for any loss to the customer arising from third party claims occasioned by any error, failure or delay in completing the order or by delay in delivery, including any alleged loss suffered from cessation of web services due to non-payment and/or due to holding pages posted or comments made stating that web or other services have been ceased due to non-payment. Time shall not be of the essence unless otherwise agreed in writing. Where work is defective for any reason, Topaz Digital Media Ltd’s liability (if any) shall be limited to rectifying such defects in so far as Topaz Digital Media Ltd is reasonably able to do so. Invoices must be settled in full before any consideration to disputes or refunds can be given.
Under or Oversupply
The amount of goods delivered shall be that ordered and stated on the Acknowledgement of Order. Topaz Digital Media Ltd reserves the right to supply either under or over the ordered amount by 20%. Undersupply shall be subject to a discount based on the proportion supply. Oversupply will not be charged for. When time is at a premium we reserve the right to oversupply to allow for cast-offs. We will usually strip out all bad print, however if we supply faster than our stated turnarounds we may have to leave in cast-offs. In the event of this happening responsibility lies with the client to remove all cast-offs up to 20% of the order.
Every effort is made to ensure sound material and good workmanship, but all warranties and conditions express or implied as to materials or workmanship, or the satisfactory quality or fitness of goods for any particular purpose, whether such purpose be known to the Seller or not, are excluded. In the event of any goods proving defective however, the Seller is prepared at its sole option either: – a) to replace such materials free of charge, at the place of delivery and in the condition originally specified. b) to refund to the Buyer the Contract price of such goods, if required to do so, within a reasonable time, but not later than 12 months from the date of delivery. Any liability is limited to such replacement or refund and does not extend to any other expenditure incurred or to any consequential damages. For this warranty to apply the goods must:- (i) have been accepted and paid for by the Buyer and (ii) be found upon examination by the Seller to be defective, owing to faulty materials or workmanship., The Seller accepts no responsibility for fair wear and tear, incorrect or defective storage, fitting, installation or use, unauthorised reconditioning or repair, accident, neglect, or cause beyond the Seller’s control. This warranty does not cover any defects caused by third party contractors or mistakes in typesetting or logo placement not pointed out in writing by the Buyer. In the event of any such instance, Topaz Digital Media Ltd undertakes to pursue the matter to the best of its ability with the third party involved. Time will not be of the essence in such matters. Full settlement in any case should consist of the supply of the original order. No refund or cancellation of order is permitted due to third party errors.
Neither the company nor any of its suppliers, associate companies, officials, employees, shall be liable to the buyer or any third party for any loss or damage of any nature which may be suffered in consequence of any failure on the part of the company to deliver any goods timeously or at all or for any defects in goods arising from any other cause whatsoever, and the buyer hereby indemnifies the said parties and holds them harmless against all such claims and undertakes to be solely responsible for the satisfaction of all third party claims.
All special offers are governed by these and their own terms and conditions. Topaz Digital Media Ltd reserve the right to cancel any offer at any time without exception. The guarantee of turnaround times is a courtesy extended to customers solely at our discretion. For the purposes of return times, dates will be calculated on the basis of supply before 12pm midday. Work submitted after 12pm will count as submission the following day. Refunds are subject to individual consideration and withdrawal at any time.
Errors and Omissions
Price lists, acknowledgements, invoices and the like are subject to correction for any errors or omissions.
Customer’s artwork and any other property supplied to Topaz Digital Media Ltd by or on behalf of a customer will be held and worked upon at the customer’s own risk. A charge shall be incurred where Topaz Digital Media Ltd have to adjust artwork not supplied to the guidelines set out by the Company. Any additional work (adding bleeds, relaying artwork, typesetting or downloading fonts, separation etc.) is charged at £50 per hour. Please ensure artwork is print-ready. This will enable us to print your work within the time specified.
Customer’s Own Material
Topaz Digital Media Ltd reserve the right to reject any plates, paper or other materials supplied or specified by the customer which in Topaz Digital Media Ltd’s sole discretion it considers to be unsuitable. Topaz Digital Media Ltd reserve the right to make additional charges for any additional costs incurred if such materials are found to be unsuitable during production.
a) The customer shall ensure that he has full authority to reproduce any material in which copyright subsists and Topaz Digital Media Ltd reserves the right to refuse to undertake any work which infringes, or appears to infringe, the copyright of a third party. b) The customer shall fully indemnify Topaz Digital Media Ltd against any action, claim, demand, costs, charges and expenses arising from libel, or incurred by reason of any infringement or alleged infringement of any copyright letters patent, registered design trade mark, trade name, industry guidelines or any other intellectual property rights protected in the United Kingdom or any laws for the time in force in the United Kingdom by the publication or use or sale of the goods and against all costs and damages which Topaz Digital Media Ltd may incur in any action for such infringement for which Topaz Digital Media Ltd may become liable. c) In the event of any claim being made or action brought against the customer arising out of the matters referred to in this clause, Topaz Digital Media Ltd shall be promptly notified thereof. d) The customer warrants that any design material, SMS content, or instructions furnished or given by him are not libellous or such as will cause Topaz Digital Media Ltd to infringe any copyright letters patent, registered designs, trade marks or trade name, or any other intellectual property rights or any legislation for the time being in force in the United Kingdom in the performance of the contract.
If for any reason the customer is unable to accept delivery or collect the goods at the time when the goods are ready Topaz Digital Media Ltd shall be under no obligation to store the same. Topaz Digital Media Ltd may however, at its discretion and if its storage facilities permit, store the goods but at the customer’s risk and the customer shall be liable to Topaz Digital Media Ltd for the reasonable cost (including insurance) of it so doing.
Risk & Ownership
Ownership of the goods being the subject of this contract shall not pass to the buyer until they are fully paid for, but the risk in the goods shall be borne by the buyer from the date of uplift to the customer or where stored in accordance with ‘storage’ above. Rights of ownership of all artwork and multimedia work remain with Topaz Digital Media Ltd excepting where a specific fee has been paid for the ownership of these services and a certificate has been issued with the invoice.
The buyer shall be liable for all legal costs (including attorney and own costs, collection, commission and tracing agents’ charges) incurred by the company arising out of any breach of the buyer’s part. In the event of any breach on the buyer’s part, the company shall be entitled to cancel the contract and to retain all amounts paid without prejudice to its rights to recover damages. No indulgence, leniency or extension of time which the company may grant or show to the buyer shall in any way prejudice the company or preclude the company from exercising any of its rights in the future.
Subject to the provisions hereof, no contract shall be capable of cancellation.
Topaz Digital Media Ltd will make every effort to carry out the customer’s instruction and the resulting contract but shall be under no liability if unable to carry out any provision of the contract for any reason beyond Topaz Digital Media Ltd’s control (without limiting the foregoing) including inability to secure labour, materials or supplies, breakdown of rnachinery or malfunctions, or as a result of any Act of God, war, labour dispute, fire, flood, legislation, failure of power supply or any cause beyond Topaz Digital Media Ltd’s control. During the continuance of such contingency the customer may by notice in writing to Topaz Digital Media Ltd elect to terminate the contract and pay for work done up to such notice and for materials used, but subject thereto shall otherwise accept delivery when available.
These conditions and all other terms of the contract shall be governed and construed in accordance with the laws of England. Acceptance of the terms herein and all other terms of the contract is a necessary condition of any work entered into with Topaz Digital Media Ltd and is not subject to approval or examination.
INTERNET TERMS AND CONDITIONS
Definition of our terminology in this document:
1. A ‘Project’ is any work undertaken or service provided by Topaz Digital Media Ltd for the Client on their request and as described in our confirmation order email to that Client.
2. A ‘Client’ is a person, persons, business or organisation using any of the services provided by Topaz Digital Media Ltd.
3. ‘Activation’ means the date the website is available on the Client’s chosen domain.
4. ‘Domain’ is the website address as specified by the Client.
5. ‘Open Source Software’ is software made freely available to anyone under the GNU General Public License (GPL).
6. ‘Hosting’ is a yearly cost to keep a clients website activated online.
7. ‘Content’ is both text and images that the Client requires on the website.
Topaz Digital Media Ltd Internet Terms & Conditions
1. The contract between Topaz Digital Media Ltd and the Client will be on these conditions, to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.
2. The works to be carried out shall be as set out in the Topaz Digital Media Ltd confirmation order email.
3. Email will be the method of contact with regard to all communication. Although Topaz Digital Media Ltd can be contacted by telephone, we will use email as our method of communication and therefore it is the Client’s responsibility to inform us of any change in email address so we always have up to date email contact details. Topaz Digital Media can not be held liable in any way relating to communication issues if we are not supplied a valid email address.
4. Topaz Digital Media Ltd will only commence work on a Project after receipt of a non refundable, 50% deposit of the quoted Project fee from the Client. Topaz Digital Media Ltd will also require 25% payment on approval of the overall design concept. The final 25% payment is to be made on completion of the website. The website will be switched to activation once the Clients remaining balance is paid in full.
5. The deposit paid to Topaz Digital Media Ltd covers the cost of design work carried out as well as any admin work and communication with Topaz Digital Media. The deposit is non refundable.
6. Level 1 Flash animation refers to 3 hours of Flash development time on the clients website by Topaz Digital Media.
7. Topaz Digital Media Ltd shall expect the Client to carry out sufficient research before proceeding with a website. This will include checking that the website/idea/business will operate legally. It is important that the website is not in any way illegal.
8. It is important for the Client to keep in contact with Topaz Digital Media Ltd throughout the entire Project. If a Client does not make contact for 1 week we will make up to 5 attempts to contact the client by email using the email address specified when the client went ahead. If we do not receive a response to these attempts of contact the Project may be terminated, and the deposit will not be refunded.
9. Where images used on the website have been purchased by Topaz Digital Media Ltd on behalf of the Client, these images are strictly for use on the website only. Topaz Digital Media Ltd are not liable for misuse of these images by the Client or any other person’s copying, altering or distributing the images to individuals or other organisations.
10. Topaz Digital Media Ltd will host the website if the Client requires us to do so and on receipt of full payment of our Hosting fees. In doing so, Topaz Digital Media Ltd will endeavour to provide a reliable and professional service to the Client at all times but do not guarantee that the website Hosting will be available at all times, especially in the event of a technical failure beyond our control.
11. Topaz Digital Media Ltd cannot be held responsible for anything adversely affecting the Client’s business operation, sales, or profitability that might be claimed as a result of a service offered by Topaz Digital Media Ltd.
12. Where asked to provide search engine optimisation for a Client, Topaz Digital Media Ltd do not guarantee any specific placement or high ranking on search engines.
13. Topaz Digital Media Ltd will provide the Client with an expected completion date for the Project (live on the internet) if requested. Topaz Digital Media Ltd will endeavour to meet any given deadline, but do not guarantee and are not bound in any way to complete the Project by this date.
14. It is the Client’s responsibility to check with Topaz Digital Media Ltd whether Open Source Software is being used or not.
15. The Client shall not be charged for Open Source Software. If there is a charge for a website using Open Source Software, the Client is paying for the installation time. Open Source Software is not owned by Topaz Digital Media Ltd or the Client.
16. Topaz Digital Media Ltd own all design and code of the website. Images will have been purchased by Topaz Digital Media Ltd for the Client, unless the images have been supplied by the Client.
17. All images displayed on the Client’s website will only be used after authorisation by the Client, and are the sole responsibility of the Client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the Client or Topaz Digital Media Ltd, they will be the sole responsibility of the Client.
18. It is the responsibility of the Client to renew their domain names when due. If a domain name expires, Topaz Digital Media Ltd can not be held liable for this. However, Topaz Digital Media Ltd will make reasonable effort to contact the Client regarding domain renewal.
19. When a Client renews Hosting with Topaz Digital Media Ltd , this also includes domain renewal if the renewal is needed to keep the site functioning and was purchased as part of the Hosting package. If the Client does not renew the Hosting, their domain name could be made available to the public for purchase and Topaz Digital Media Ltd can not be held liable for this.
20. Renewal of Hosting is due on a yearly basis. The date of renewal will be annually from the date the website was ordered by the Client. The Hosting will not be renewed if Topaz Digital Media Ltd cannot contact the Client or the Client requests for Topaz Digital Media Ltd to not host this site. This will also affect the domain as per item 20.
21. The Hosting renewal charge must be received within 10 days of the Hosting expiry date. Topaz Digital Media Ltd reserve the right to deactivate any website where the Hosting has expired and the Client has not paid the renewal charge. There will be an admin fee set by Topaz Digital Media Ltd for reactivating the website/Hosting.
22. If the Client does not use Topaz Digital Media Ltd Hosting services, then the management and Hosting of the Domain name are the full responsibility of the Client.
23. Should a Client wish to move Hosting away from Topaz Digital Media Ltd or transfer a Domain name away from Topaz Digital Media Ltd, a £50 admin charge will be issued, which must be paid before the transfer takes place.
24. Topaz Digital Media Ltd has no control of, or responsibility for, the content of Clients’ websites. In no way does the textual or image based Content of our Client’s web sites constitute Topaz Digital Media Ltd endorsement, or approval of the website or the material contained within the website. Topaz Digital Media Ltd has not verified any of the materials, images or information contained within our Client’s web sites and is not responsible for the content or performance of these sites or for the Client’s transactions with them. Topaz Digital Media Ltd provides links or references to our Client’s websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but does not guarantee or warrant that such links will point to the intended Client site at all times.
25. Topaz Digital Media Ltd are not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to a Client’s website. The Client is solely responsible for any information or files relating to its website.
26. If a Domain name is purchased by the Client through a company other than Topaz Digital Media Ltd, the Client has full responsibility in making sure that the domain name is renewed when due. Topaz Digital Media Ltd will not renew the Domain name when annual Hosting renewal is due if the Domain name is purchased through a company other than Topaz Digital Media Ltd.
27. Topaz Digital Media Ltd makes no claims that the contents of this website may be lawfully viewed or downloaded outside England and Wales. Access to this website may not be legal by certain persons or in certain countries. If this website is accessed from outside of the United Kingdom, it is done at own risk and the visitor is responsible for compliance with the relevant laws of the visitor’s jurisdiction. The terms and conditions of this website are governed by the laws of England and Wales. Jurisdiction for any claims arising in respect of this website’s Content shall lie exclusively with the courts of England. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.