Definitions
(i) ‘Client’ the person, firm or company named in the Purchase Order or ordering the Goods or Services online.
(ii) ‘Mass Associates’ Mass Associates Limited the company whom accepts the Clients order and who may issue the Purchase Order.
(iii) ‘Goods’ all items to be supplied and / or all work to be done by Mass Associates as specified in the Purchase Order resulting from the Services.
(iv) ‘Purchase Order’ the document that confirms Mass Associates’ acceptance of the Clients order and specifies the Goods included in the agreement.
(v) ‘Services’ the services provided by Mass Associates to the Customer in accordance with the Purchase Order and/or Contract.
(vi) ‘The Contract’ the agreement between the Client and Mass Associates which is formed when the Purchase Order is issued to the Client and is governed by these terms and conditions.
The headings in these terms and conditions are for convenience only and shall not affect their interpretation. Any reference to any legislation shall be construed as a reference to that legislation as amended, re-enacted or extended at the relevant time.
Scope
These terms and conditions shall govern the Contract to the exclusion of any other terms subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made by the Client and they shall prevail over any inconsistent terms and conditions referred to anywhere unless agreed in writing by an authorised officer of both parties.
Price
The price of the Goods and/or Services is net of VAT and carriage. VAT will be added at the standard rate to all items ordered. All orders placed online will be charged an estimated carriage charge, based on the items ordered. If the actual carriage charge is less than the estimated carriage charge Mass Associates will refund the difference direct to the Client. Estimated carriage charges are for delivery to one address within the United Kingdom mainland as detailed on the Purchase Order. Deliveries to addresses outside of the United Kingdom mainland will be subject to additional carriage charges.
The price paid for all online orders includes the following:
Amendments of the pre-designed template by our designers to comply with the specifications detailed in the Purchase Order;
Up to 3 proofs per promotional item for the Client to view and request any changes;
Printing and finishing of the promotional material (s) ordered to the specification detailed on the Purchase Order;
Delivery of the promotional material (s) ordered to one address as detailed on the Purchase Order within the United Kingdom mainland.
Proofs
Proofs of all work will be submitted for the Client’s approval and Mass Associates shall incur no liability for any errors not corrected by the Client in proofs so submitted. Any alterations and additional proofs necessitated thereby shall be charged extra after the first 3 proofs have been submitted for approval. When style, type or layout is left to Mass Associates’ judgement, changes there from made by the Client shall be charged extra. Work provided to the Client shall be deemed accurate and accepted by the Client unless Mass Associates receives written notice within 3 working days of the work being sent by Mass Associates to the Client.
Copyright
Unless negotiated and agreed in writing, the copyright and similar rights in and to the Goods and/or Services shall remain with Mass Associates. Any licensing of the copyright or similar intellectual property rights in the Goods or Services created by Mass Assocaites shall be restricted to the particular purpose as set out in the Contract and shall not be transferred to any other usage without Mass Associates prior written consent. Mass Associates may use any artwork or printing produced by itself for the purposes of promoting itself. The Client shall be responsible for obtaining all necessary authority to reproduce pictures, artwork, photographs, etc. The Client must ensure that the promotional copy they request does not cause offence or breach any copyright or any intellectual property rights or the rights of third parties. Mass Associates will not be held responsible for any breach of copyright or patent infringements caused by the promotional copy requested by the Client. The Client will fully indemnify and keep fully indemnified Mass Associates and its agents from any claim arising from any breach of these terms and conditions, Contract, warranties or undertakings.
Claims
Notice of damage, delay or partial loss of Goods in transit or of non-delivery must be given in writing to UK Mass Media within seven working days of delivery (or, in the case of non-delivery within 28 days of despatch of the Goods) and any claim in respect thereof must be made in writing to Mass Associates within 14 working days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to Mass Associates within 28 days of delivery.
Liability
Mass Associates will only be liable for the replacement of goods if damaged at the time of delivery. Mass Associates shall not be liable for any consequential or indirect losses (including loss of profits), costs or damages incurred as a result of such damaged or defective products. Mass Associates will not be held liable for any losses, damages or costs incurred resulting from Goods that are used in an improper manner. Mass Associates shall not be liable for any loss to the Client arising from delay in transit. Mass Associates will not be held responsible for any consequential losses caused by, but not exclusively by the following:
a) Late delivery of promotional materials, unless a written guarantee has been requested and given that promotional items will be delivered by a set date;
b) Any text errors or spelling mistakes unless caused after the time of sign off by the Client.
Credit Terms
For invoices not settled within the agreed credit terms, Mass Associates reserves the right to charge interest on the overdue debt at 8% above the HSBC base rate at the time and all costs incurred in the recovery of any such debts, including without limitation legal fees. The rate of interest shall be calculated from the date of the payment becoming late until the date of payment being received by Mass Associates and being cleared through its account. Further, Mass Associates is aware of the rights under the Late Payment of Commercial Debts (Interest) Act 1998.
Insolvency
If the Client ceases to pay his debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, Mass Associates without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to him, and (ii) in respect of all unpaid debts due from the Client have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.
Illegal Matter
(a) Mass Associates shall not be required to print any matter, which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.
(b) Mass Associates shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material printed for the Client. The indemnity shall extend to all costs incurred in obtaining professional advice and assistance to such matters.
Full Colour Printing
Every effort will be made to obtain the best possible colour reproduction on Client’s work but Mass Associates will not be responsible to provide an exact match in colour or texture between the Client’s photograph, transparency, proof or electronic graphic file and the printed article. Mass Associates shall not be liable for providing the exact number of copies unless Mass Associates provides a guarantee for that figure.
Force Majeure
Mass Associates will not be responsible where it is unable to carry out any provision of the contract for any reason beyond his control including (without limitation) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. If Mass Associates is unable to carry out a provision of the contract for any of the reasons above, it shall notify the Client of the fact within 10 working days. If such circumstances are still continuing two months from and including the date when Mass Associates sends notice, then either party may give written notice to the other cancelling the contract. If the contract is cancelled in this way, Mass Associates shall have no liability to compensate the Client for any loss or damage and all costs incurred by Mass Associates for work done and materials used shall be payable by the Client.
Entire Agreement
Notwithstanding anything to the contrary expressed in or to be implied from the Contract, the Contract and these terms and conditions shall be deemed to contain the entire agreement and understanding between the parties which supersedes any and all previous agreements and understandings between the parties and the Client acknowledges that in accepting the quotation and in entering into this Contract the Client has not relied or will not rely on any statements, representations, warranties or undertakings which are not expressly set out in the terms and conditions, Purchase Order or Contract including without limitation to the generality of the foregoing, any statements, representations, warranties or undertakings contained in any other documents made available by Mass Associates prior to the execution of this Contract. This clause shall not exclude any liability for fraudulent misrepresentation. No variation of these terms and conditions will be valid unless confirmed in writing by authorised signatories of both parties on or after the acceptance of these terms and conditions.
Severability of Terms
If any part of these terms and conditions, Contract or Purchase Order is held by any competent authority to be invalid or unenforceable in whole or part, that part shall be deemed removed and the validity or enforceability of the other sections of these terms and conditions shall not be affected.
Contracts (Rights of Third Parties)
Act For the avoidance of doubt nothing in these terms and conditions, the Contract or Purchase Order shall confer on any third party any benefit or the right to enforce any term of the Contract.
Waiver
Failure by Mass Associates at any time to enforce any provision of these terms and conditions, the Contract or the Purchase Order shall not in any way affect its right to require complete performance by the Client nor shall the waiver of any breach of any provision be held or taken to be a waiver of any subsequent breach of any provision or be a waiver of the provision itself.
Jurisdiction
These terms and conditions and all other express terms of the Contract and Purchase Order shall be governed and construed in accordance with the laws of England and Wales and the courts of which shall have exclusive jurisdiction.
The performance of the Contract is deemed to take place in England and Wales.
The website is intended to be accessed by UK residents only.
The website has been designed and created to comply with the law of England and Wales.
Title
Where applicable and agreed in writing by Mass Associates, title to the Goods ordered passes to the Client at the time of payment and responsibility for insurance of the promotional material (s) ordered passes to the Client at this time.
Where applicable and agreed in writing by Mass Associates, title in the Goods and the product of the Services shall remain with Mass Associates until payment has been received in full and all monies have cleared. Mass Associates will retain responsibility for insurance of the promotional material (s) until the point that they leave our premises. Responsibility for insurance of the Goods ordered passes to the Client at the time they leave our premises.
Payment
Payment for all online orders must be made at the time of order by credit / debit card via the online secure payment site. Services will not commence until confirmation of payment has been received. If there is a dispute over only a particular aspect of the products or service provided or some of the goods that are supplied that only that element of the contract which is in dispute will be held up in payment and the rest of the invoice will be payable under the terms of the contract. An official company Purchase Order must accompany all invoice orders. Payment for all invoice orders will be requested by official invoice. Payment for all invoice orders must be made within 30-days of the date of invoice by cheque. The design of the promotional material (s) ordered will not commence until receipt of an official company Purchase Order.
Cancellation
Where the Client is acting as a consumer only, he may cancel the order for the Goods no later than 7 working days following receipt of those Goods.
General
We require confirmation of payment before we dispatch the Goods or Services and all monies must clear for all non-invoice orders.
We reserve the right to decline to supply to certain jurisdictions or to Clients under the age of 18 years. Receipt of online orders will be confirmed by an automated email, which will be sent to the email address of the registered user.
Automated email responses are nothing more than an acknowledgement that an order has been received and registered with Mass Associates and does not constitute the forming of a legal contract.
If there is a dispute over only a particular aspect of the products or service provided or some of the goods that are supplied that only that element of the contract which is in dispute will be held up in payment and the rest of the invoice will be payable under the terms of the contract.