Please find set out below the terms and conditions (Terms) upon which Trustmark Design & Print (we/us/our) will supply design and/or print services to you. Please read these terms carefully. They will apply to any contract made between us to the exclusion of any other terms you may seek to impose or incorporate or which are implied by trade, law, custom, practice or course of dealing. Should you have any queries in relation to any matter set out in these Terms, please do not hesitate to contact us and we will seek to clarify the matter of concern.
ABOUT US
We are a limited company registered in England and Wales under company number 6250976 and have our registered office at 30 Talbot Road, Talbot Green, CF72 8AF. Our VAT number is [ 908710721].
You can contact us by telephoning us on 01443 449350 or by e-mailing us at print@trustmark.uk.com .
If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by hand, or by pre-paid post to our trading address set out above. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you initially provide to us.
OUR CONTRACT
On receipt of your enquiry for design/printing services we will provide you with a quotation setting out the requirements and specification of the services you require (Services) including the deliverables to be produced in the provision of the Services (Deliverables), the materials required, our price and any other information we deem necessary (Quotation).
Before we commence the provision of the Services we require you to provide us with a purchase order or a written acceptance of our quotation (Order).
Your Order constitutes an offer by you to purchase the Services in accordance with these Terms. Your order will only be deemed accepted when we issue you with a written acknowledgement of order at which point a contract will come into existence between us upon these Terms (Contract).
Please note any quotation given by us remains valid for up to 30 days from date of issue only.
It is important that you consider the contents of your Order carefully as the Services will be supplied in accordance with the Order. You are responsible for notifying us if you think there is a mistake or require any changes to it. We will confirm any changes in writing to avoid any confusion between us.
Once your Order has been accepted by us you may not cancel the same unless we give our written agreement and provided that you indemnify us against any costs, losses, damages, costs and expenses incurred by us as a result of the cancellation (including but not limited to cost of all labour and materials).
Without prejudicing our rights mentioned above in respect of cancellation, we would in particular like to bring to your attention to the fact that if we provide design services to you as part of the Services and you elect not to proceed to print, you will be liable to pay for all Services delivered up to the date of cancellation of your Order.
OUR SERVICES
We will provide the Services in accordance with your Order using reasonable skill and care. Where the Services include design works, we will provide you with a proof of such works for approval before we proceed to print. Please note we will not proceed with print until such time as we have your written approval of the proof.
Proofs of all design works will, unless otherwise agreed, be supplied in electronic format. Please note that a PDF file will not necessarily accurately reflect the printed colours. We recommend that you print off a copy of the PDF before providing your approval of the proof. A hard copy of the design works is available on request. If you have ordered a hard copy and you instruct us to proceed to print prior to approving the hard copy, you will be deemed to have accepted the design and the representation of the same, we shall be deemed to have performed our obligations under the Contract and you will be liable to pay all Charges for the Services performed.
We will use all reasonable endeavours to meet any performance dates set out in the Order but such dates are estimates only and time shall not be of the essence for the performance of the Services.
We work to a printing work schedule. If you wish to view your Deliverables at the time of print you must be at our premises at the time we notify you. If you do not attend our premises at the allotted time we may at our discretion:-
Please note that all dies and plates used in the provision of our Services shall unless otherwise agreed remain in our ownership. Certain dies have a limited shelf life and will be disposed of at the end of such shelf life.
We reserve the right to make any changes to the Services which are necessary to comply with any applicable laws or safety requirements or which do not materially affect the nature or quality of the Services. We will notify you of such changes.
In providing the Services, additional services may be required. If additional services are required we will use all reasonable endeavours to advise you of the additional services and any additional costs (including an increase in our Charges) and the impact upon any agreed timescales. Save where such additional services are required as a matter of urgency we will not undertake any additional services without your consent.
YOUR OBLIGATIONS
To enable us to perform our obligations under the Contract you will:-
Please note that if our performance of the Services is delayed or prevented by an act or omission on your part (or that of your officers, employees, agents or Contractors) or any failure to comply with your obligations (Default):-
DELIVERY
Unless otherwise agreed delivery will take place at our trading address.
If you do not take delivery of the Deliverables within 7 days of us notifying you that the Services have been performed and the Deliverables are ready for delivery:-
Risk in the Deliverables passes to you on delivery.
Title to Deliverables will not pass to you until you have made payment in full for the Services.
WARRANTY
We warrant that upon delivery the Deliverables will be of satisfactory quality and will conform in all material respects with your Order (Warranty). If you discover that the Deliverables do not conform to this warranty you should give us notice within 48 hours of discovering the defect. We have the right to examine the Deliverables and to replace the Deliverables or offer you a refund of the Charges paid for the Deliverables. This shall be the extent of our liability to you.
Please note that the Warranty will not apply if:-
OUR CHARGES
Our Charges for carrying out the Services are set out in the Quotation (Charges).
Our Charges are exclusive of VAT which will be added at the rate applicable at the time.
Our payment terms are set out in the Quotation. If no payment terms are stated in the Quotation or otherwise agreed in writing payment of our Charges must be made on presentation of our invoice. Any query in relation to our invoice must be raised within 48 hours of the date of our invoice otherwise our invoice shall be deemed accepted by you. Payment by you of all sums due shall be made in full without deduction, set off or counterclaim.
If you do not make any payment due to us by the due date for payment we may (without affecting any of our other rights and remedies):-
On occasions we may engage the services of a debt collection agency to collect overdue amounts owed to us. You agree that we may pass your details to such agency for the purpose of collecting in the monies owed to us by you. Should it be necessary for us to engage the services of a debt collection agency to collect monies owed by you to us, you will be liable to pay any costs we may incur with such agency.
CHANGES TO SUPPLY
If you require a change to the Services, please provide us with details of the requested change in writing. We will use all reasonable endeavours to accommodate your change. Upon receipt of your request, we will advise you of any impact of the proposed changes upon any agreed timescales, any necessary variations to our Charges and any other impact upon these Terms. No change will be implemented until such time as you and we have agreed the necessary changes and any additional Charges payable.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise agreed, all patents, rights to invention, copyright, design rights or any other intellectual property rights (IPR) in or arising out of the performance of the Services by us shall belong to us or the third party owner.
Subject to payment of our Charges, we will grant you a non-exclusive licence to use such IPR for the purpose of receiving the benefit of the Services.
You acknowledge that, in respect of any third party IPR we incorporate into the Services, your use of any such IPR is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
Unless otherwise agreed, where you require us in carrying out the Services to use any third party IPR, you will be responsible for obtaining any licence or consents required to enable us to use such IPR. You will indemnify us any damages, losses, costs or expenses we incur if our use of such IPR in accordance with these Terms is deemed to breach the rights of any third party.
OUR LIABILITY TO YOU
The following provisions set out our entire financial liability to you (including without limitation any liability for the acts or omissions of our employees, agents and sub-Contractors in respect of:-
All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
We do not exclude or limit in any way our liability for:
We shall under no circumstances whatever be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
Our total liability to you in respect of all losses arising under or in connection with this Contract whether in Contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the Charges.
TERMINATION
Without limiting its other rights or remedies, each party may terminate this Contract with immediate effect by giving written notice to the other party if:
Without limiting our other rights or remedies, we may terminate this Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
EFFECT OF TERMINATION
Termination of this Contract shall be without prejudice to any rights or liabilities which have accrued at the date of termination.
On termination of this Contract you will immediately pay all outstanding unpaid invoices and interest and in respect of Services carried out, but for which no invoice has been raised (including but not limited to materials ordered for incorporation into the Services) we shall submit an invoice for all charges then due which you will pay immediately upon receipt.
Termination will not affect the provisions dealing with intellectual property rights, limitation on liability or confidentiality which shall remain in full force and effect.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation planning restriction, legislative changes, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, adverse weather conditions, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications network services.
If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
CONFIDENTIALITY
A party (receiving party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its Deliverables and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This term shall survive termination of the Contract.
OTHER IMPORTANT TERMS
This Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, assurance, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract. We may transfer or subcontract our rights and obligations under these Terms to another person or organisation, but this will not affect your rights or our obligations under these Terms.
Save as permitted under these Terms, no variation to these terms shall be valid unless agreed in writing by us.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise. Each of the paragraphs of these Terms operates separately.
If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This Contract is governed by English and Welsh law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.