1.1 In these conditions:
‘Client’ means the person/company/organisation/body for whom/which the Supplier has agreed to provide the Specified Service in accordance with these conditions.
‘Contract’ means the contract for the provision of the Specified Service.
Document’ includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device, embodying visual images and any disc, tape or website or other device embodying any other data.
‘Input Material’ means any Document or other materials and any data or other information provided by the Client relating to the Specified Service.
‘Output Material’ means any Documents or other materials and any data or other information provided by the Supplier relating to the Specified Service.
‘Estimate’ means the estimated price and particulars of the Contract set out in an email or any other written form.
Specified Service’ means the service to be provided by the Supplier for the Client.
Supplier’ means Future Perfect Communications Limited.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2 Supply of the specified service
2.1 The Supplier shall provide the Specified Service to the Client subject to these conditions. Any changes or additions to the Specified Service or these conditions must be agreed in writing by both the Supplier and the Client.
2.2 The Client shall, at its own expense, provide the Supplier with all necessary Documents or other materials and all necessary data or other information relating to the Specified Service, in sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of the content of all Input Material.
2.3 The Client shall, at its own expense, retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at sole risk of the Client from the time of delivery to the Client.
2.4 The Specified Service shall be provided in accordance with the Estimate and otherwise in accordance with the Supplier’s current brochure or other published literature relating to the Specified Service from time to time, subject to these conditions.
2.5 Further details about the Specified Service and advice or recommendations about its provision or utilisation which are not given in the Supplier’s brochure or other promotional literature, may be made available on written request.
2.6 The Supplier may, at any time, without notifying the Client, make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Specified Service.
2.7.1 For the purposes of clarity, ‘vetting’ shall encompass the terms ‘proofreading’ and ‘reading’. If the Specified Service includes a vetting fee, this fee will cover the standard two-vetting process outlined in the Supplier’s vetting workflow document, known as ‘Future Perfect’s vetting workflow’, as supplied to the Client, along with any subsequent updated versions of the same from time to time.
2.7.2 The second vetting of the amended Input Material shall be on hard copy/PDF or other fully legible document (digital or otherwise), to check that the Supplier’s amendments have been correctly implemented by the Client. This second vetting shall also allow the Supplier to verify and check those elements of the original Input Material which, for whatever reason, might have been impossible to comment on at first vetting, before ‘design’.
2.7.3 Only those areas on which amendments were suggested at first vetting of the Input Material will be subject to automatic checking again at second-vetting stage and hence included in the standard two-vetting fee.
2.7.4 Any new areas of text, areas for vetting totally afresh and all changes made by the Client must be brought to the attention of the Supplier by the Client, in order to become the subject of new vetting and may be charged for accordingly.
2.7.5 Where the standard two-vetting process outlined in the Supplier’s vetting workflow document takes place, both stage one and stage two of vetting must take place to complete the Supplier’s Specified Service, as the first vetting will be performed fully mindful of the required second stage taking place, to then complete the process. Indeed, the Supplier’s Specified Service is not completed until this stage two of vetting has taken place.
2.7.6 Where only one vetting is required (a one-off vetting method), this must be requested by the Client and agreed on by all parties at the outset, as the Supplier’s standard process is the two-vetting process, outlined in the Supplier’s vetting workflow document. Where only one reading is agreed on, the Supplier shall never see the text again, once returned to the Client by the Supplier, in whatever format. Where only one vetting is agreed on and the Client subsequently wishes another vetting to take place, this can be charged for as if it were totally new Input Material.
2.7.7 If the Client opts not to have the vital second vetting (as outlined in clause 2.7.6) and hence not to follow the standard two-vetting process outlined in the Supplier’s vetting workflow document, all responsibility for any and all mistakes in the final released written communication must rest with the Client, regardless of whether the vital second vetting has been paid for or not, as the Supplier will not have viewed the final version before public consumption, thus voiding the vetting process and part of the Specified Service.
2.8 Accurate readings cannot be made from facsimile copy; the Supplier cannot give any warranty as to the accuracy of its amendments in respect of reading facsimile documents.
2.9 It is the Client’s responsibility to draw to the attention of the Supplier items of technical content and Client-specific terminology. The Supplier cannot give any warranty, unless such matters are specifically drawn to its attention and shall not be liable for the accuracy or content of any such items.
2.10 With regard to the Supplier’s document-vetting services, the Client should, before publication or use of the Output Material, run a final check for spelling and for double spacing. The Client accepts that it will, at all time, be responsible for reviewing the final version of the Output Material for any use or publication and that any error or loss arising out of such use or publication remains the sole liability of the Client.
2.11 It is not the Supplier’s responsibility to sign off documents for print; the Supplier’s service is restricted to advising on improvements in the grammar of the written material in the Client’s documents and material during production. By publishing or using the Output Material in any way, the Client is deemed to be satisfied with the Specified Service and accepts satisfactory performance of the Specified Service.
3.1 The Client shall pay the price for the Specified Service set out in the Estimate or price list and any additional sums agreed on between the Supplier and the Client for the provision of the Specified Service or which, at the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2 The Supplier shall be entitled to vary the fees charged from time to time by giving not less than one month’s written notice to the Client.
3.3 All charges quoted to the Client for the provision of the Specified Service are exclusive of any value added tax, for which the Client shall be additionally liable at the rate applicable from time to time.
3.4 The Supplier shall be entitled to invoice the Client following the end of each month in which the Specified Service is provided or at other times agreed on with the Client, in writing or in any other form.
3.5 The price and any additional sums payable shall be paid by the Client (together with any and all applicable value added tax and without any set-off or other deduction) within 30 days of the date of the Supplier’s invoice.
3.6 If payment is not made by the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount together with any other sums due under The Late Payment of Commercial Debts (Interest) Act 1998 and The Late Payment of Commercial Debts Regulations 2002 and reserves its rights generally under such legislation and subsequent associated legislation.
4 Rights in input material and output material
4.1 The property and any copyright or other intellectual property rights in the Input and the Output Material, arising from the efforts of the Supplier, shall belong to the Client, subject to the Client paying the Supplier’s fees (such rights shall be reserved and are hereby asserted until cleared funds in respect of such fees are received in full by the Supplier).
4.2 Any Input Material or other information provided by the Client which is so designated by the Client and all Output Material shall be kept confidential by the Supplier; all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client, but this will not apply to any Documents or other material, data or information which are in the public domain at the time when they are so provided by either party and shall cease to apply if, at any future time, they become public knowledge, unless as a result of a breach of this clause.
4.3 The Client warrants that any Input Material or Output Material and its use by the Supplier for the purpose of providing the Specified Service does not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Warranties and liability
5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Estimate. Where the Supplier provides, in connection with the provision of the Specified Service, any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person or body providing the goods to the Supplier.
5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival, non-arrival or any other fault of the Client or any third party.
5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or its use by the Client; the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charge for the provision of the Specified Service. The Client should take out insurance to cover itself against any loss arising out of the failure of the Supplier to perform the Contract to the appropriate standard.
5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
5.5 Time for the performance of the Specified Services shall not be of the essence, unless specifically agreed so in writing between the parties.
6.1 Either party may, at any time (without limiting any other remedy), terminate the Contract by giving written notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within three days of being required by written notice to do so or if the other goes into liquidation or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
7.1 These conditions (together with the terms, if any, set out in the Estimate and/or price list) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may be varied only by the Supplier, in writing. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may, at the relevant time, have been notified pursuant to this provision to the party giving the notice and should be posted by recorded delivery.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
7.5 Any dispute arising under or in connection with these conditions or the provision of the Specified Service and unrectified by informal negotiation (notice requesting such rectification having been given to the other party which then failed to rectify the dispute to the satisfaction of both parties) shall be referred to mediation by a single mediator appointed by agreement or (in default) nominated on the application of either party by the chairman for the time being of the Alternative Dispute Resolution (ADR) Group.
7.6 The parties expressly agree that no third party will have any right to enforce any provision of this Contract and that the Contracts (Rights of Third Parties) Act 1999 shall be excluded.
7.7 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.