1. Developer is engaged in the business of the design and implementation of internet web sites.
2. The Client and the Developer intend that Developer shall design and implement Client’s new web site on the terms set out in this Agreement.
NOW THEREFORE, Developer and Client agree as follows:
In this Agreement, the following terms shall have the following meanings:
Deliverables: all products and materials developed by Developer in relation to the Project in any media, including without limitation computer programs, data, diagrams, reports and specifications (including drafts).
Force Majeure: means any circumstance(s) beyond the reasonable control of either Party, including but not limited to any one or more of the following events: act of God, fire, explosion or flood or other natural catastrophe, unavoidable power failure, war or threat of war, civil disturbance, acts of terrorism or other criminal acts of third parties, acts of network operator, acts of governmental, regulatory or industry body or organisation having jurisdiction over the affairs of either Party, trade embargoes, strikes, lock-outs or other industrial actions or trade disputes involving parties other than clients or the Distributor;
Intellectual Property Rights: any patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, rights in source code, database right, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Payment Schedule: the payment schedule set out in individual project proposals.
Party or Parties: Shall mean the Client and Liquid Bubble Media Ltd collectively. Project : the project, as described in the Project Plan detailed in individual project proposals.
Project Milestone: a phase of the Project to be completed by the date specified in the Payment Schedule.
Project Plan: the detailed plan describing the Project and setting out the timetable (including Project Milestones) and responsibilities for the provision of the Services by Developer in accordance with the Project Specification, detailed in individual project proposals.
Project Specification: the specification for the Project detailed in individual project proposals.
Development Services: the consulting and related services to be supplied, and obligations to be performed, by Developer in connection with the Project.
Design Source Code: Design HTML files or other mark-up language
Development Source Code: All programming files in relation to the project. Source Code includes all scripts and code the website is programmed in
Total Project Cost: the total cost for the Project as specified in detailed in individual project proposals.
1. Scope of Services
Developer agrees to provide Client with the Services in accordance within the Project Plan.
2. Price and Payment Terms
Client will pay Developer for the Services according to the terms of the Payment Schedule. The total price shall be paid to Developer in instalments as set out in the Payment Schedule with the payment of each instalment the Developer has completed the appropriate Project Milestone as set out in the Project Plan. On completing a Project Milestone, Developer shall invoice Client for the charges that are then payable.
3. Terms and Termination
This Agreement will extend to and terminate on completion of the Development Services and Client paying all amounts due as set out in the Payment Schedule.
4. Ownership of Intellectual Property
4.1 Developer has licenced to Client certain intellectual property for use in the development of the Website. Developer hereby assigns to the Client, or in the event of ineffective assignment of title, grants the Client an irrevocable worldwide licence all right, title, and interest in any other intellectual property content created or developed by Developer for Client under this agreement. All text and images are to be provided by the Client. The responsibility of licensing the images, and licensing costs remains with the Client. Should Client require Developer to source images Developer will do so from Image banks only where Developer holds licences. Should Developer find images that are from alternate image banks, Developer will pass on the reference number to the Client to purchase and renew where appropriate. Should the Client not purchase an appropriate licence, Developer cannot be held liable under any circumstances.
4.2 The Client shall indemnify the Developer against all damages, losses, expenses (including, without limitation, all legal costs and expenses) arising as a result of any action or claim that any intellectual property provided to the Client breaches the intellectual property rights of any third party.
5. Confidential Information
5.1 All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of the Development Services. All information provided by Client to Developer shall be deemed to be confidential.
5.2 All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement.
5.3 These obligations of confidentiality will extend for a period of 12 months after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
6. Warranty and Disclaimer
Developer warrants that the Development Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards of care and skill. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
7. Correction of Defects
7.1 Developer will correct any material defects or deficiencies in the Development Services, of which Client notifies Developer in writing within thirty (30) days after the completion of that portion of the Development Services. In the absence of any such notice, the Development Services will be deemed satisfactory to and accepted by Client.
7.2 Excluded from Clause 7.1 are any such latent material defects or deficiencies that are such that the Developer is in breach of the warranty provided by the Developer in Clause 6.
8. Limitation of Liability
8.1 In no event will the Developer be liable for any loss of profit or revenue incurred by the Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by the Client arising as a result of or related to the Development Services, whether in contract, tort or otherwise, even if the Client has been advised of the possibility of such loss or damages.
8.2 The Client will indemnify and hold the Developer harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred by the Developer therein, arising out of or in conjunction with the Client’s performance under or breach of this Agreement except where any such claim arises as a result of some breach by the developer of its obligation under this agreement.
8.3 The Client warrants and represents that it is the rightful owner or licensee of all content that it may provide to the Developer for implementation on the website. The Client will indemnify and hold the Developer harmless against any claims for infringement of intellectual property, including but not limited to the infringement of any copyright, trademark, patent or trade secret made against the Developer by any third party.
8.4 The Developer warrants and represents that, it is the rightful owner or licensee of all content that it may provide to the Client in providing the Development Services and is not prohibited from sub-licensing any third party content to the Client. The Developer will indemnify and hold the Client harmless against any claims for infringement of intellectual property, including but not limited to the infringement of any copyright, trademark, patent or trade secret relating to content provided under this Agreement.
9. Relation of Parties
9.1 The performance by Developer of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Developer and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
9.2 Client shall respond to queries raised by the developer within 48 hours of the developer request in order for the developer to perform the work in a timely manner. If timely feedback is not given project timeline and cost maybe significantly impacted. If client does not respond within 7 working days for any given query / queries, the project will be delayed and the developer shall not be held responsible for this.
9.3 Client shall be responsible for taking delivery of all source code from the developer on a timely basis, where agreed for source handover. The developer does not maintain source code beyond three (3) months after the project is last worked on. If the client has not taken delivery of source code within the prescribed time limit (three months), the developer will not be held responsible.
10. Employee Solicitation/Hiring
During the period of this agreement and for twenty four (24) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.
11.1 Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. In the event of an assignment request, any written consent must not be unreasonably withheld by either party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
11.2 Save for the provisions of Clause 11A above, the Contracts (Rights of Third Parties) Act 1999 is excluded from this Agreement.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the extent necessary to make it enforceable to reflect the intentions of the Parties collectively; and remaining portions of this Agreement will remain in full force and effect.
13. Force Majeure
Neither Party shall be liable for failure to perform its obligations hereunder due to an event of Force Majeure subject to written notice of the Force Majeure being sent by the affected Party to the other Party. Each Party shall take all reasonable steps to mitigate its losses or alternatively to continue to perform its obligations under this Agreement.
14. No Waiver
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. Only a written instrument executed by authorized representatives of the parties hereto may modify this Agreement.
15. Entire Agreement
This Agreement together with any Schedules referred to herein constitute the entire Agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
Notice (including any approval, consent or legal notice or other communication relating to an approval, consent or other legal notice) in connection with this Agreement and the documents referred to in it:
(a) Must be in writing; and
(b) Must be left at the address of the addressee or sent by pre-paid first class post (airmail if posted to or from a place outside the United Kingdom) to the address of the addressee in each case which is specified in this Clause in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified, or to such other address or facsimile number in England or Wales and/or marked for the attention of such other person, as the relevant Party may from time to time specify by notice given in accordance with this Clause 16.
16.2 The relevant details for each party at the date of this Agreement are:
1.2 Liquid Bubble Media Ltd
3rd Floor, Unit 34,
Fourth Way, Wembley,
London, HA9 0LH, UK
Tel: 0208 900 1191
Attention: Head of Online
17. Counterpart Clause
This Agreement may be executed in any number of counterparts and by each of the parties on separate counterparts, each of which, when executed and delivered shall be deemed to be an original, but all the counterparts together shall constitute one and the same agreement.
18. Governing Law and Jurisdiction
18.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
18.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
0. INITIAL TERMS
0.1 The Terms & Conditions can be supplied in writing upon request.
0.2 These terms & conditions constitute a valid and binding agreement between Liquid Bubble Media Ltd and you, the client, for any services provided or work ordered.
As used herein and throughout this Agreement.
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, schedules or attachments hereto.
1.2 Client Content means all materials, information, photography, writings and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Liquid bubble Media Ltd to The Client, in the form and media specified in the Proposal.
1.5 Designer Tools means all design tools developed and/or utilised by Liquid bubble Media Ltd in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.
1.6 The Client means the company or individual who has agreed to take out work with Liquid Bubble Media Ltd
1.7 Final Art means all creative content developed or created by Liquid Bubble Media Ltd, or commissioned by Liquid Bubble Media Ltd, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to The Client Content, and Liquid Bubble Media Ltd selection, arrangement and coordination of such elements together with The Client Content and/or Third Party Materials.
1.8 Final Deliverables means the final versions of Deliverables provided by Liquid Bubble Media Ltd and accepted by The Client.
1.9 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Liquid Bubble Media Ltd and which may or may not be shown and or delivered to The Client for consideration but do not form part of the Final Art.
1.10 Project means the scope and purpose of the The Client’s identified usage of the work product as described in the Proposal.
1.11 Services means all services and the work product to be provided to The Client by Liquid Bubble Media Ltd as described and otherwise further defined in the Proposal.
1.12 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.13 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of The Client.
The terms of the Proposal or shall be effective for 30 days after presentation to The Client. In the event this Agreement is not executed by The Client within the time identified, the Proposal, together with any quotations, related terms and conditions and deliverables, may be subject to amendment, change or substitution.
3. FEES AND CHARGES.
3.1 Fees. In consideration of the Services to be performed by Liquid Bubble Media Ltd, The Client shall pay to Liquid Bubble Media Ltd fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Additional Costs.The Project pricing includes Liquid Bubble Media Ltd fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to The Client unless specifically otherwise provided for in the Proposal.
3.3 Invoices. All invoices are payable within 30 days of receipt. For new clients or those overseas Liquid Bubble Media Ltd reserves the right to invoice with a payable 50% on placement of order and balance on completion. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. Interest is charged daily at 8% over the Bank of England base rate along with EU late payment charges. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Liquid Bubble Media Ltd reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges or the costs of Changes.
3.4 Project End. All deliverables shall be deemed complete once The Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post or other methods. If The Client fails to communicate with Liquid Bubble Media for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete.
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, The Client shall pay additional charges for changes requested by The Client which are outside the scope of the Services on a time and materials basis, at Liquid Bubble Media Ltd standard hourly rate of £50 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Liquid Bubble Media Ltd may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If The Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Liquid Bubble Media Ltd shall be entitled to submit a new and separate Proposal to The Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Liquid Bubble Media Ltd.
4.3 Timing. J.Pink Design will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) Approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the The Client’s concerns, objections or corrections to Liquid Bubble Media Ltd. Liquid Bubble Media Ltd shall be entitled to request written clarification of any concern, objection or correction. The Client acknowledges and agrees that Liquid Bubble Media Ltd’s ability to meet any and all schedules is entirely dependent upon The Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in The Client’s performance or Changes in the Services or Deliverables requested by The Client may delay delivery of the Deliverables. Any such delay caused by The Client may result in credit based accounts being invoiced before project completion.
4.4 Testing and Acceptance. Liquid Bubble Media Ltd will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to The Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify Liquid Bubble Media Ltd, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments The Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Liquid Bubble Media Ltd will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from The Client, the Deliverable shall be deemed accepted.
5. THE CLIENT RESPONSIBILITIES.
The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than Liquid Bubble Media Ltd;
(b) Provision of The Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) Final proofreading. In the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product; The Client shall incur the cost of correcting such errors.
Liquid Bubble Media Ltd retains the right to reproduce, publish and display the Deliverables in Liquid Bubble Media Ltd Design’s portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Web site.
7. CONFIDENTIAL INFORMATION.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works ( Confidential Information). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES.
8.1 Independent Contractor. Liquid Bubble Media Ltd is an independent contractor, not an employee of The Client or any company affiliated with The Client. Liquid Bubble Media Ltd shall provide the Services under the general direction of The Client, but Liquid Bubble Media Ltd shall determine, in Liquid Bubble Media Ltd sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Liquid Bubble Media Ltd and the work product or Deliverables prepared by Liquid Bubble Media Ltd shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2 Liquid Bubble Media Ltd Agents. Liquid Bubble Media Ltd shall be permitted to engage and/or use third party Liquid Bubble Media Ltd or other service providers as independent contractors in connection with the Services (Design Agents). Notwithstanding, Liquid Bubble Media Ltd shall remain fully responsible for such Design Agents compliance with the various terms and conditions of this Agreement.
8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, The Client agrees not to solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Liquid Bubble Media Ltd, employee or Design Agent of Liquid Bubble Media Ltd, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, The Client agrees that Liquid Bubble Media Ltd shall be entitled to an agency commission to be the greater of, either (a) 25% of said person’s starting salary with The Client, or (b) 25% of fees paid to said person if engaged by The Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for The Client. Liquid Bubble Media Ltd, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Liquid Bubble Media Ltd, and Liquid Bubble Media Ltd shall be entitled to offer and provide design services to others, solicit other The Clients and otherwise advertise the services offered by Liquid Bubble Media Ltd.
9. WARRANTIES AND REPRESENTATIONS.
9.1 The Client represents, warrants and covenants to Liquid Bubble Media Ltd that (a) The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of the The Client Content, (b) to the best of The Client’s knowledge, the The Client Content does not infringe the rights of any third party, and use of the The Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 To the best of Liquid Bubble Media Ltd knowledge, the Final Art provided by Liquid Bubble Media Ltd and Liquid Bubble Media Ltd subcontractors does not infringe the rights of any party, and in connection with the Project will not violate the rights of any third parties. In the event The Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Liquid Bubble Media Ltd shall be void.
9.3 The Client agrees to fully indemnify and hold Liquid Bubble Media Ltd free from harm in any and all claims resulting from The Client in not having obtained all the required copyright, and/or any other necessary permission.Any artwork, images, or text supplied or designed by Liquid Bubble Media Ltd on behalf of the customer, will remain the property of Liquid Bubble Media Ltd and/or our suppliers unless otherwise explicitly stated.
10.1 By The Client. The Client agrees to indemnify, save and hold harmless Liquid Bubble Media Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of The Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Liquid Bubble Media Ltd shall promptly notify The Client in writing of any claim or suit; (a) The Client has sole control of the defence and all related settlement negotiations; and (b) Liquid Bubble Media Ltd provides The Client with commercially reasonable assistance, information and authority necessary to perform The Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by Liquid Bubble Media Ltd in providing such assistance.
10.2 By Liquid Bubble Media Ltd. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Liquid Bubble Media Ltd agrees to indemnify, save and hold harmless The Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Liquid Bubble Media Ltd’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of The Client provided that (a) The Client promptly notifies Liquid Bubble Media Ltd in writing of the claim; (b) Liquid Bubble Media Ltd shall have sole control of the defence and all related settlement negotiations; and (c) The Client shall provide Liquid Bubble Media Ltd with the assistance, information and authority necessary to perform Liquid Bubble Media Ltd’s obligations under this section. Notwithstanding the foregoing, Liquid Bubble Media Ltd shall have no obligation to defend or otherwise indemnify The Client for any claim or adverse finding of fact arising out of or due to The Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Liquid Bubble Media Ltd.
10.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF LIQUID BUBBLE MEDIA LTD ARE SOLD AS IS. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF LIQUID BUBBLE MEDIA LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (LIQUID BUBBLE MEDIA LTD PARTIES), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF LIQUID BUBBLE MEDIA LTD. IN NO EVENT SHALL LIQUID BUBBLE MEDIA LTD BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY LIQUID BUBBLE MEDIA LTD, EVEN IF LIQUID BUBBLE MEDIA LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
11.3 In the event of termination, Liquid Bubble Media Ltd shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Liquid Bubble Media Ltd or Liquid Bubble Media Ltd’s agents as of the date of termination, whichever is greater; and The Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
11.4 In the event of termination by The Client and upon full payment of compensation as provided herein, Liquid Bubble Media Ltd grants to The Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by The Client as of the date of termination.
11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
11.6 Projects that have passed 30 days without contact or further instruction from The Client are deemed to be final
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Liquid Bubble Media Ltd’s invoices may include, and The Client shall pay, expenses or costs that The Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or e-mail, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force Majeure. Liquid Bubble Media Ltd shall not be deemed in breach of this Agreement if Liquid Bubble Media Ltd is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Liquid Bubble Media Ltd or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Liquid Bubble Media Ltd’s control (collectively, Force Majeure Event). Upon occurrence of any Force Majeure Event, Liquid Bubble Media Ltd shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its solicitor’s fees and costs. In all other circumstances, the parties specifically consent to the local, and national courts located in the United Kingdom. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. The Client acknowledges that Liquid Bubble Media Ltd will have no adequate remedy at law in the event The Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Liquid Bubble Media Ltd shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
13. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART.
13.1 The Client Content. The Client Content, including all pre-existing Trademarks, shall remain the sole property of The Client or its respective suppliers, and The Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Liquid Bubble Media Ltd a nonexclusive, non-transferable license to use, reproduce, modify, display and publish The Client Content solely in connection with Liquid Bubble Media Ltd’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
13.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Liquid Bubble Media Ltd shall inform The Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Liquid Bubble Media Ltd shall inform The Client of any need to license, at The Client’s expense, and unless otherwise provided for by The Client, Liquid Bubble Media Ltd shall obtain the license(s) necessary to permit The Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event The Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party art, The Client hereby indemnifies, saves and holds harmless Liquid Bubble Media Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of The Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
13.3 Preliminary Works. Liquid Bubble Media Ltd retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Liquid Bubble Media Ltd within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Liquid Bubble Media Ltd.
13.4 Original Artwork. Liquid Bubble Media Ltd retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to Liquid Bubble Media Ltd within thirty (30) days of completion of the Services.
13.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Liquid Bubble Media Ltd assigns to The Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Liquid Bubble Media Ltd for use by The Client as a Trademark. Liquid Bubble Media Ltd shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves and holds harmless Liquid Bubble Media Ltd from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of The Client’s use and/or failure to obtain rights to use or use of the Trademark.
14. RIGHTS TO FINAL ART.
Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, Liquid Bubble Media Ltd grants to The Client the rights in the Final Art as set forth in the proposal Any additional uses not identified herein or reselling of the artwork is not permitted without prior written consent.
PRINT TERMS & CONDITIONS
The following terms and conditions apply to all transactions with Liquid Bubble Media Ltd
“Liquid Bubble Media Ltd” a company registered in England and Wales under company registration number 3765300 and having its registered office at 3rd Floor, Unit 24, Fourth Way, Wembley, HA9 0LH
The term “Print Ready” refers to “copy, illustrations, artwork or photographs in final, proofed format and requiring no additional processing before being delivered for printing”
The placing of an order indicates your acceptance of these terms and conditions. Please read them carefully and print a copy for future reference.
These terms and conditions do not affect your statutory rights. We have the right to refuse at our discretion to supply any goods ordered by you.
Our failure to insist upon strict performance of any provision of these Terms and Conditions, shall not be deemed to be a waiver of our rights or remedies in respect of any present or future default of the Customer in performance or compliance with any of these Terms and Conditions.
Description of Goods/Warranty and Liability
Although we warrant that the goods will, at the time of delivery, correspond to the description given by us all products we sell are of a technical nature and it is not practical to publish detailed specifications of all the products. All images, descriptive matter, specifications and advertising are for the sole purpose of giving an approximate description of the goods.
We reserve the right to alter any details of products advertised without notice and while every effort is made to describe goods accurately in the advertisement no warranty is given as to accuracy and no responsibility will be accepted for error or mis-description and any resulting loss.
Supplied Customer Artwork in ‘Print-Ready’ format
All artwork supplied by customers must be supplied in CMYK format. Liquid Bubble Media Ltd cannot be responsible for any colour shift that may occur when converting from RGB to CMYK.
All artwork must be supplied as 300dpi Hi-Res PDF’s. Liquid Bubble Media Ltd is not responsible for images that may print blurred or pixelated due to customer supplied artwork if it is less than 300dpi. We require 3mm bleed on all edges if the document requires this. If you are unsure of the term ‘bleed’ then please call and speak to one of our sales staff. If the artwork supplied is not ‘Print Ready’ then Liquid Bubble Media Ltd will contact you in order for you to re-supply or to make amendments and endevour to get your order into print as soon as possible. In most cases Liquid Bubble Media Ltd will amend your artwork for you without charge if it is simple, however we may have to charge for alterations which cannot be rectified quickly – but we will of course advise you of any costs beforehand. Any delays in artwork not being supplied ‘Print Ready’ may lead to your order missing the desired delivery slot, especially for orders placed under our ‘Next Day Delivery’ service.
Any complaints must be made within 48hours of receiving your goods. After this period the Customer will not be entitled to claim a refund or reprint.
Customer must notify Just the print by email within 2 business days of delivery of any defects discovered in the finished goods. In order to claim replacements Customer must return 95% of the delivered product within 7 days of delivery. Liquid Bubble Media Ltd shall not be liable for any costs or expenses incurred by the customer or any other person or third party arising directly or indirectly out of any print error. In the event that we have printed a document incorrectly and it is found to be our fault then we will supply a full re-print without cost to the customer. If the customer wishes to alter the artwork prior to the re-print then this will be treated as a new order and be charged for.
Quantity Changes to orders
Any changes in quantity ordered must be requested by email prior to commencement of processing. Any increases in the order must be regarded as a separate contract unless written notification is received before work commences on the original order. We reserve the right to alter the delivery date agreed initially due to our having to potentially order in more materials to achieve a desired larger quantity.
We shall be deemed to have fulfilled our contract by delivery of a quantity within 10% plus or minus of the quantity of printed goods ordered and you will be charged at the contract rate for the quantity delivered.
We cannot give any guarantee of the paper quality in relation to what was printed in the past or a sample was sent to you as we buy from different source of paper mills and merchants and stock a large number of paper palates. Supplier to supplier’s paper may vary from paper’s smooth, rough, colour, grain and other such features.
Paper Grams (GSM)
We cannot give 100% guarantee of the paper grams (GSM) as we buy from paper merchant with certificate of paper grams. ( + – ) 10% variation of paper grams (GSM) can happen due to large volume of paper purchase from different merchant.
Every effort will be made to deliver on time, but any delivery day specified is an estimate only and no liability is accepted for any loss arising from delay or error in the delivery of the goods. We will undertake reasonable endeavours to ensure that an order is despatched on the day specified for overnight next day delivery, but we cannot give an exact delivery time guarantee or assure that the delivery will be made in accordance with our indicated time. There is a high probability that the delivery times calculated on the website are maintained if orders are received by specified time and are based on customers supplying ‘print ready’ artwork. Any delays in artwork not being supplied ‘Print Ready’ may lead to your order missing the desired delivery slot, especially for orders placed on our ‘Next Day Delivery’ service.
Liquid Bubble Media Ltd shall not be liable for any losses, costs, damages or expenses incurred by the customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date. We will not be under any liability whatsoever in the event that we are prevented or delayed from supplying or making delivery of any Goods by any reason or cause beyond our control.
Any delivery times given are estimated and might be extended in connection with high volume of orders.
If an order is delivered to the wrong delivery addresses due to the customer providing us with the wrong address, Liquid Bubble Media Ltd will be entitled to charge additional delivery charges for delivery to the correct address.
Order returns, cancellation, refunds.
Due to nature of products we sell, reimbursements for products already printed or being printed are not possible. It is possible to cancel orders that have not already been produced or sent to print. In that case, we are entitled to charge 25% of the original order cost plus a £40.00 administration fee to cover time spent processing the order. If your order is in the process of being checked by our artwork department through our ‘make print ready’ process and you decide to cancel, then due to the costs involved – you will only be entitled to a 20% reimbursement of the initial order cost. To avoid these charges a customer can be given a credit for future print jobs at the discretion of the production manager.
Except as may be implied by law and except in the case of death or personal injury where the Customer is dealing as a consumer, in the event of any breach of these Terms and Conditions by us the remedies to you shall be limited to damages which shall in no circumstances exceed the price of the Goods ordered and we shall under no circumstances be liable for any indirect, incidental or consequential damages.
In the event that any or any part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
We will not be held responsible for failure or delay in the carrying out of our obligations under the contract arising from any cause outside our reasonable control or by inability to procure materials or articles except at higher prices due to any such cause and in such circumstances we shall be entitled by notice to terminate the contract in whole or in part without incurring any liability whatsoever to you.
Unless under prior credit agreement, all orders must be paid for in advance. Full payment must be received and cleared prior to processing the order. All prices are quoted in Pounds Sterling and payment cannot be accepted in any other currency. Payment for the goods which include delivery charges are to be made through the method shown on our website at the time you place your order. We are pleased to accept, cheque’s and Bank Transfers for goods, however all funds must be cleared prior to us commencing any printing.
Orders are accepted subject to our right to adjust prices quoted to take account of any changes in the law or Government regulations requiring us to increase prices by way of direct taxation, import duties, customs and excise duties or otherwise. The prices are based on today’s current costs of production and in the event of any increase in wages or costs of materials to us occurring after the confirmation of accepted contract, we shall be entitled to charge such increases to you.
Where applicable all prices quoted are subject to VAT at the current rate. If VAT is noticed on your order after the bill has been paid, you as the customer are still liable to pay the VAT in full. We are bound by law to charge VAT according to HM Customs & Excise guidelines.
These Terms and Condition shall be construed in accordance with English Law.