Terms & Conditions

1. GENERAL

1.1. Your relationship with Us will be subject to these terms and conditions. Some of the words in the terms and conditions have specific meanings:-

1.1.1. “Client” “You” or “Your” means the person, firm or company shown in the Purchase Order with whom the Contract is made;

1.1.2. “Contract” means the agreement made between Future Arts and the Client as detailed in the Purchase Order and these terms and conditions;

1.1.3. “ Future Arts” or “Us” means Future Arts Ltd (company number 06507844) trading as whose registered office is at 31 Eastgate, Leeds, West Yorkshire, LS2 7JL and its employees, agents and assigns;

1.1.4. ”Deliverables” means the goods and works of authorship designed developed written prepared or provided to the Client in relation to the Services provided by Future Arts;

1.1.5. “Fee” means the amount payable to Future Arts by the Client in respect of the Services;

1.1.6 “Intellectual Property Rights” means all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition, copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;

1.1.7. “Purchase Order” means the Client’s purchase order as approved in writing by Future Arts;

1.1.8 “Services” means any services which Future Arts provides to the Client (including any of them or any part of them) in accordance with the Contract;

1.2. The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.

1.3. These Conditions shall apply to the Contract except where otherwise agreed by Future Arts in writing.

1.4. Any terms of business offered by or on behalf of the Client shall be deemed to be expressly rejected by Future Arts.

2. FEE, QUOTATIONS AND PRICES

2.1. The Fee shall be as stated in the Purchase Order.

2.2. The amount stated in any quotation given by Future Arts shall remain valid for a period of thirty (30) days from the date of the quotation and if Future Arts does not receive a Client purchase order for the Services within this period the quotation shall be deemed to be automatically withdrawn.

2.3. Where the Client:

2.3.1. requests changes to the Services;

2.3.2. requests alterations to the Deliverables ;

2.3.3. requests additional proofs;

2.3.4. fails to provide the materials required to provide the Services;

2.3.5. fails to provide adequate instructions or information required to provide the Services; or

2.3.6. does not permit sufficient time for Services to be completed during normal working hours i.e. 9am – 5.30pm Monday Friday;

then Future Arts shall be entitled to increase the Fee to reflect the additional work required by giving notice to the Client at any time before delivery of the Deliverables.

2.4. Future Arts reserves the right to sub-contract work and where any quotation given includes an estimate in respect of the costs of a sub-contractor such estimate whilst given in good faith is subject to amendment and will not be binding until confirmed by Future Arts.

2.5. Any Purchase Order may be amended or cancelled only by agreement in writing by Future Arts and any costs incurred by Future Arts in connection with such amendment or cancellation may be charged to the Client.

2.6. The Client agrees that if requested by Future Arts it shall pay for all work carried out at the Client’s request including work carried out for an initial pitch.

2.7. The Fee is exclusive of Value Added Tax which will be charged to the Client at the rates in force at the date of the Contract.

3. DELIVERY

3.1. Time of delivery shall not be of the essence.

3.2. Any delivery date specified is a genuine forecast but shall be subject to extension to cover delays caused by events beyond Future Arts’ control.

3.3. Where at the request of the Client Future Arts is asked to forward Deliverables by post courier rail carrier or any other means the Client agrees to pay an appropriate charge for this service.

3.4. Whilst every reasonable care will be taken in the dispatch of the Deliverables, no claims will be accepted by Future Arts in the event of damage to or non-delivery or late delivery of Deliverables by whichever means of transport have been used once the Deliverables have left the premises of Future Arts.

3.5. Any additional work to replace lost or damaged Deliverables where such loss or damage is not due to Future Arts’ negligence will be charged to the Client.

4. TERMS OF PAYMENT

4.1 All invoices are due immediately and payable within 30 days of the invoice date unless otherwise agreed in the Purchase Order.

4.2. Future Arts reserves the right to charge and be paid interest on all sums due from the Client at the rate of 4% above HSBC plc base lending rate from the date upon which payment is due until the date upon which it is received as well as after judgement.

4.3. Invoices are payable in full and the Client shall not be entitled to withhold or set-off payment or make any counterclaim.

4.4. The time of payment shall be of the essence.

4.5. Dishonoured cheques will be charged at £35.00 per representation.

4.6. Future Arts reserves the right to cancel services for non payment.

5. DEFECTS IN THE DELIVERABLES

5.1. The terms of this clause 5 will apply to all Deliverables supplied by Future Arts whether the copy artwork digital or other media has been created by Future Arts or a third party or the Client has supplied the same.

5.2. The Client shall be entitled to request up to two (2) amendments to Deliverables supplied for approval. Amendments requested by the Client in addition to the two (2) permitted will be charged to the Client in accordance with the rates prevailing on Future Arts’ current rate card.

5.3. Future Arts shall not be liable for any defects in the Deliverables beyond Future Arts’ reasonable control.

5.4. If the Client believes that the Deliverables do not conform to the Purchase Order whether as to content or quality or quantity it shall notify Future Arts by post or email within five (5) working days of delivery. If no such notification is received then the Deliverables shall be deemed to be accepted by the Client and to conform to the Purchase Order in every respect.

5.5. Future Arts’ liability for defects in the Deliverables caused by the negligence of Future Arts shall be limited to the replacement of the Deliverables at no additional cost to the Client provided that such defect is notified in accordance with clause 5.4 above and the Deliverables have been returned by the Client for inspection by Future Arts.

5.6. In any event the total liability of Future Arts for defects or errors in the Deliverables shall be limited to a sum equivalent to the invoice price of the Deliverables in respect of which any claim is made.

5.7. Where a complaint or a claim has been made in respect of Deliverables alleged to be defective Future Arts may suspend further deliveries of any Deliverables under this Contract which may have the same or similar alleged defects until the validity of such complaint or claim has been finally determined and in such event the applicable delivery dates shall be postponed accordingly.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. During the Contract save as otherwise expressly provided by the terms of clause 6.3 below the:

6.1.1. Intellectual Property Rights in the Deliverables shall belong to Future Arts and shall be licensed to the Client as provided at clause 6.1.2 below;

6.1.2. Contract shall operate as a licence for the Client to use the Deliverables until the date payment is due and provided that Future Arts receives payment of the Fee in full in accordance with the terms of clause 4 above this Contract shall operate as an automatic licence for the Client to continue to use the Deliverables and the Intellectual Property Rights subject to the terms of this Contract.

6.2. All licences granted to the Client by Future Arts are conditional on the Deliverables and the Intellectual Property Rights in them being used only for the purposes agreed in the Contract and the Client hereby undertakes and agrees to promptly notify Future Arts in order to obtain its approval to use the Deliverables and/or any Intellectual Property Rights in them for any additional purpose including but not limited to re-use, re- print or duplication and the Client further agrees to pay Future Arts the appropriate fee for such additional use as listed in Future Arts’ rate card current at that time.

6.3. Where expressly stated in the Purchase Order, the Client may acquire the Intellectual Property Rights in such of the Deliverables which are specifically created for the Client under the Contract;

6.4. In the event that an assignment of Intellectual Property Rights in the terms stated at clause 6.3 above is agreed then subject to full payment of the Fee on or before the due date:

6.4.1. the Client shall acquire ownership of the Intellectual Property Rights in the Deliverables which are specifically created by Future Arts for the Client immediately upon full payment of the Fee;

6.4.2. for the avoidance of doubt, the Client shall not acquire ownership of any underlying material or software used by Future Arts in the performance of the Services and in respect of which the Intellectual Property Rights are at the Contract date or at any time thereafter owned by Future Arts or any third party;

6.5. In the event that the Client fails to pay the Contract fee in full on the due date in accordance with the provisions of clause 4 above then the licence to use the Deliverables shall immediately terminate and all rights shall revert back to and be the property of Future Arts.

6.6. The provisions of clause 6.5 above shall be without prejudice to any claim which Future Arts may have against the Client for non-payment of the Fee or any part of it.

7. TITLE AND RISK

7.1. Title to the Deliverables shall not pass to the Client until full payment of the Fee is received by Future Arts in cleared funds. The Client shall have possession of the Deliverables as bailee (or custodian) for Future Arts and shall store the Deliverables in such a way as shall enable them to be identified as the property of Future Arts provided that if the Client is purchasing the Deliverables for resale the Client may act as agent of Future Arts and sell or deliver the Deliverables to a third party in the ordinary course of the Client’s business on condition that until full payment of the Fee, the Client shall hold all the proceeds in an interest bearing account and further the Client hereby assigns to Future Arts all rights and claims which the Client may have against its customer arising from such sale until payment is made in full.

7.2. Future Arts reserves the right to repossess any Deliverables in respect of which payment is overdue and following such repossession to resell such Deliverables if possible and for this purpose the Client hereby grants an irrevocable right and licence to Future Arts its servants and agents to enter upon the Client’s premises and this right shall continue despite termination of the Contract for any reason and is without prejudice to any other rights of Future Arts.

7.3. All risk in connection with the Deliverables shall pass to the Client from Future Arts upon despatch of the Deliverables from the premises of Future Arts.

8. LIBELLOUS/ILLEGAL MATERIAL

8.1. Future Arts shall not be required to process any material which in its opinion is or may be of an illegal or libellous nature or infringes the intellectual property or any other rights of any third party.

8.2. The Client agrees to indemnify Future Arts in respect of all losses costs and expenses resulting from alleged or actual claims arising out of any libellous matter or any infringement of third party Intellectual Property Rights or personal rights contained in any materials provided by the Client and the indemnity shall extend to any amounts paid on lawyer’s advice or in settlement of any claim.

8.3. Future Arts shall be entitled at any time to discontinue work if in Future Arts’ opinion such work may be libellous illegal or an infringement of the Intellectual Property Rights of any third party and in such circumstances the Client shall be liable to pay Future Arts for the Services carried out prior to the date of discontinuance immediately upon notice.

10. STORAGE OF CLIENT MATERIAL

10.1. Whilst every care and precaution is taken against loss or damage to materials provided to Future Arts, all materials are held by Future Arts at the sole risk of the Client and Future Arts accepts no liability for any loss or damage to materials supplied by the Client and the Client is advised to obtain adequate insurance in respect of such materials.

11. LIMITATION OF LIABILITY

11.1. Future Arts will have no liability in respect of any statement made by Us or by another on behalf of Future Arts before the date of the Contract.

11.2. In the event of non-performance or breach of any term of this Contract Future Arts shall have no liability whatsoever in contract, tort (including negligence) or otherwise for any loss of goodwill business revenue or profits anticipated savings or wasted expenditure (whether reasonably foreseeable or not) or indirect or consequential loss suffered by the Client.

11.3. The maximum aggregate liability of Future Arts under or in connection with this Contract, whether in contract tort (including negligence) or otherwise will be limited to the Contract Fee.

11.4. This clause 11 shall have effect subject to any limitation imposed by any applicable law, including without limitation that this clause shall not apply to liability in respect of fraud or personal injury or death due to negligence of Future Arts.

11.5 Every effort will be made to carry out the Contract but its performance is subject to suspension or cancellation by Future Arts or to such variations as Future Arts may find necessary as a result of inability to secure labour, materials or suppliers, or as a result of any act of God act of terrorism illness accident war strike lockout or any other labour dispute fire flood drought legislation or other cause beyond the control of Future Arts.

13. MATERIALS SUPPLIED BY THE CLIENT

13.1. Future Arts may reject any material supplied by the Client which appears unsuitable or illegible and the Client agrees that additional costs will be added to the Fee to cover all additional work required by Future Arts in respect of such material.

13.2. Where inadequate materials are supplied by the Client liability for defective work will not be accepted by Future Arts.

13.3. The quantities of materials supplied by the Client shall be adequate to cover normal spoilage.

14. TERMINATION

14.1. Future Arts may terminate this Contract immediately upon written notice to the Client in the event that the Client:

14.1.1. is in material breach of any of its obligations under this Contract which is not capable of remedy or where such breach is capable of remedy has not remedied the same within fifteen (15) days of being given notice in writing specifying the breach or some other time as Future Arts shall reasonably determine;

14.1.2. becomes or threatens to become subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, becomes or threatens to become subject to any bankruptcy petition or order, has or threatens to have a receiver manager or administrator or administrative receiver appointed over its assets undertakings or income has passed a resolution for its winding-up or has a petition presented to any court for its winding-up or for an administration order or anything analogous to the above occurs in respect of such other party; or

14.1.3. ceases or threatens to cease to trade.

14.2. In addition to its rights set out at clause 14.1 above, Future Arts in its absolute discretion and without prejudice to any other right or remedy may:-

14.2.1. refuse to proceed further with and charge for:

14.2.1.1. all or any Services already carried out (whether or not the same shall have been completed); and

14.2.1.2. all or any materials purchased on the Client’s behalf ;

14.2.2. choose to exercise a lien over all of the Deliverables and the Client’s property in its possession in respect of all unpaid debts due from the Client and shall on the expiry of fourteen (14) days notice to the Client be entitled to dispose of such goods and property in such manner and at such price as it deems fit.

15. CONSEQUENCES OF TERMINATION

15.1. Immediately upon the termination of this Contract pursuant to clause 14 above:-

15.1.1. Any licence granted pursuant to clause 6.1.2 above shall terminate and all rights shall revert to Future Arts and the Client shall have no further rights to use the Deliverables;

15.1.2. the Client shall fully pay Future Arts all monies due and owing in respect of the provision of the Services (including all out-of-pocket and third-party expenses) which are outstanding as at the date of termination.

15.2. Termination of the Contract for whatever reason shall not prejudice or affect the rights or remedies of either party accrued prior to such termination.

16. CONFIDENTIALITY

16.1 The Client shall not without the written consent of Future Arts during the Contract period or any time afterwards make use for its own purposes or disclose to any person (except as may be required by law or to its professional advisers for the purposes of this Contract) any confidential secret or proprietary information or such similar information provided by Future Arts to the Client pursuant to the Contract or prepared by Future Arts pursuant to the Contract all of which information shall be deemed to be and to remain confidential and proprietary.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.

A person or company who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any right under it and the provisions of the Act are expressly excluded.

18. GOVERNING LAW AND JURISDICTION

18.1 The Contract will be governed by English law.

18.2 Each party agrees that the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract.

18.3 Any party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.