Terms & Conditions
(a) “These Conditions of Sale shall govern the Contracts between the Supplier (Print Image Network Ltd who also trades as UK Engage) and the Customer (The organisation purchasing goods and/or services from the Supplier) to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
(b) These conditions override any differing conditions which may appear on the Customer’s Order Form or other document and no variation to these conditions shall be binding unless agreed in writing between the Customer and the Supplier”
- Price Variation: Quotations or Estimates are based upon the Supplier’s current prices and are subject to amendment on or after acceptance at any time to meet any rise or fall in such prices. Any such amendment will be notified to the Customer prior to the invoice being raised.
- Tax: Except in the case of a Customer who is not contracting in the course of a business nor holding himself out as doing so, the Supplier reserves the right to charge the amount of any applicable value-added tax payable whether or not included on the estimate or invoice.
- Preliminary Work: All work produced at the Customer’s request, over and above what is covered in the quotation, whether experimental or otherwise may be charged for.
- Delivery and Payment: Unless the agreement is made to the contrary and is recorded on the face of this document, goods will be delivered as instructed by the Customer and payment shall be made against delivery. Where goods are posted or emailed on behalf of the customer, the day of despatch will be considered to be the day of delivery. A charge may be made to cover any extra prices involved for delivery to a different address. Should expedited delivery be agreed an extra charge may be incurred and charged to the Customer. Should work be suspended at the request of, or delayed through any default of the Customer for a period of thirty days, the Supplier shall then be entitled to payment for work already carried out, materials specially ordered and other additional prices including storage charges. In the event, any amount payable by the Customer to the Supplier is improperly delayed the Supplier may without prejudice to any other right: –
- charge the Customer interest at a rate of three per cent above the base rate current at Handelsbanken plc and
- by giving notice to the Customer in writing suspend the performance of any order still to be completed and
- by further notice to the Customer terminate any order still to be completed and
- provide that if any invoice is not paid within the credit period, all credit periods are cancelled so that all invoices become immediately due for payment.
- Terms of Payment: The Customer shall pay for the price of the services and/or goods supplied by the Supplier to the Customer within 30 days of the date of the Supplier’s invoice, notwithstanding that services and/or delivery of goods may not have taken place and the ownership of the goods may not have passed to the Customer. The time of payment of the price shall be of the essence of the Contract and if the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to remedies specified in clause 4
- The Supplier shall not be liable for indirect loss or third-party claims occasioned by delay in completing the work or for any loss to the Customer arising from delay in transit.
- In the event of defective workmanship for any reason including negligence, the Supplier’s liability (if any) shall be limited to rectifying such defect.
- Illegal Matter: The Supplier shall not be required to print or publish on any website or send in an email or SMS text message any matter which in their opinion is of an illegal or libellous nature.
- Force Majeure: The Supplier shall be under no liability if he shall be unable to carry out the provisions of the Contract for reasons beyond his control including (without limiting the foregoing) act of God, legislation, war, terrorism, fire, flood, drought, strikes, lockouts, or other action taken by employees in contemplation or furtherance of a dispute or by reason of any inability to procure materials required for the performance of the Contract. The Customer may by written notice to the Supplier elect to terminate the Contract during the continuance of such a contingency and pay for work done and materials used to such date, but subject to this provision shall otherwise accept delivery when available.
- Insolvency: If the Customer ceases to pay his debts in the ordinary course of business, or fails to pay his 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, the Supplier without prejudice to any other remedies shall: –
- Be entitled to charge for work already carried out with the right not to proceed further with the Contract or any other work for the Customer and further to charge for any materials purchased by him for the Customer, such charge to be an immediate debt due to him.
- In respect of all unpaid debts due from the Customer, the Supplier shall be entitled to a general lien on all goods and property in his possession whether worked on or not and on the expiration of 14 days’ notice the Supplier shall be entitled 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 of the Customer to him.
- Marks and Publicity: Supplier and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. Supplier may: (i) use the Customer’s name and/or logo within, press release(s), social media, and other marketing materials; (ii) quote the Customer’s statements in one or more press releases; and/or (iii) make such other use of the Customer’s name and/or logo as may be agreed between the parties. Additionally, Supplier may include Customer’s name and/or logo within its list of customers for general promotional purposes. Supplier shall comply with Customer’s trademark use guidelines as such are communicated to the Supplier in writing and Supplier shall use the Customer’s Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest, or other right in any Marks except as provided in this clause.
- Law: These conditions and all other express terms of the Contract shall be governed and construed in accordance with the Laws of England.
Printing, personalisation and fulfilment terms
- Poor Copy & Proof Work: The Supplier will cover the costs of producing the first proof of printed materials, provided to the Customer. Any amendments made based on comments provided by the Customer relating to the first proof are also covered by the Supplier. The Supplier reserves the right to charge for any further work requested by the Customer for any additional changes/amendments made after the amending the first proof. All proofs will require Customer approval and sign off before either being printed.
- Quantity Delivered: The Supplier will deliver the correct quantity of stationery stock in relation to the data volume advised by the Customer and reserves the right to produce reasonable amounts of stationery stock to cover set up and proofing.
- Branding: The Customer is responsible for initially providing their branding guidelines in good time or on/before agreed dates with Supplier so that any stationery can be branded accordingly. The Customer will also ensure that the guidelines are provided with any copy text and artefacts that need to be considered in the design process. The Customer agrees that any artefact or information passed to the Supplier does not contravene any copyright law or is the intellectual property of any 3rd party.
- Retention of Title: Ownership of any goods delivered by the Supplier shall remain with the Supplier until the whole price for such goods has been received by the Supplier. Risk in such goods shall pass to the Customer on delivery to it or its agents.
- Claims: Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Supplier and the carrier within 3 clear days of delivery (or in the case of non-delivery within 14 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Supplier and the carrier within 7 clear days of delivery (or in the case of non-delivery within 14 days of despatch). All other claims must be made in writing to the Supplier within 28 days of delivery. No liability will be accepted unless the aforementioned requirements have been complied with except in any particular case where the Customer proves that: –
- It was not possible to comply with requirements
- Advice, where required, was given and a claim made as soon as reasonably possible.
- Personalisation and Fulfilment Term:
- All quotations of the Supplier are prepared on the basis that any printed materials Supplied by the Customer will be in accordance with specifications for such materials and all quotations are based on volumes given by the Customer to the Supplier. All quoted prices are subject to sight of data specifications, samples, final quantities and scheduled details. All prices quoted are valid for 45 days only after which time, unless they are confirmed, may be altered by the Supplier without giving notice to the Customer.
- All instructions to the Supplier should be confirmed in writing by the Customer with the exact details and a purchase order provided.
- Quantities of all stationery ordered for a project by the Supplier are based upon written orders from the Customer. The Supplier reserves the right to charge for all stationery unused at the end of a project or to top up stationery required to complete a project where numbers are greater than that originally ordered.
- If the Customer fails to deliver stationery requiring personalisation and/or fulfilment to the Supplier in accordance with the delivery schedule agreed with the Supplier, the Supplier reserves the right to make an appropriate charge for waiting time or overtime that may be required to meet the Customer’s mailing date. All stationery must be delivered to the Supplier in boxes clearly labelled with the quantity and identity of their contents accompanied by accurate delivery notes. All delivery addresses will be made available to the Customer at least 48 hours before delivery by the Customer, upon their request.
- If previously requested by the Customer all spare stationery will be returned by the Supplier to the Customer by a suitable method at the Customer’s expense or must be collected by the Customer 30 days after the project is completed. Any stationery remaining after this date, at the Customer’s request or otherwise, will be charged at £50.00 per pallet per week or part thereof.
- All items needing to be dispatched by post will be charged at the UK Engage DSA postage rate which will be equivalent to 2-day service unless otherwise agreed. The price charged for returned ballot postage will be based on Royal Mail 2nd class business response-plus. Please note that UK Engage is a trading name of Print Image Network and invoices for print and postage will come from either Print Image Network Limited t/a UK Engage or Print Image Facilities LLP and the timing of the invoice for postage may occur prior to mailing, at point of mailing or at the end of the election, subject to volume and unless otherwise specified and agreed.
- Advertising: Where the Supplier is Contracted to insert the Customer’s advertising material in any of its third-party mailings or to print the Customer’s advertising material on third party stationery, the following conditions apply: –
- Any advertising material supplied by the Customer must be delivered to the designated address by the time stated in the Supplier’s Acknowledgement of Order and must be within the specification stated thereon. Any deviation from this may result in a loss of revenue to the Supplier and in such cases, the loss will be charged to the Customer.
- Any advertising material that the Customer may require the Supplier to insert in or print on a third-party mailing or stationery shall be submitted for the approval of the third party by the time stated on the Acknowledgement of Order. Any deviation from this may result in a loss of revenue to the Supplier should the content of the advertising be ultimately rejected by the third party in which case the Supplier shall charge such loss of revenue to the Customer.
- Any quantities quoted by the Supplier for the issue of advertising material can only be approximate and the Customer will be charged for overs or unders accordingly. Where insufficient advertising material is Supplied by the Customer the full quantity will be invoiced up to that originally quoted.
- Customer’s Property: This shall be the Customer’s responsibility. When supplied, Customer’s property will be held at the Customer’s risk. A reasonable charge shall be made for the storage of any Customer’s physical property left with the Supplier either before receipt of the order or after notification to the Customer of the completion of the work.
- Periodical Publications: Unless the agreement is made to the contrary, the Suppliers estimate is given on the basis that not less than 3 months’ notice will be given to terminate any Contract for the printing of monthly publications and not less than 1 months’ notice will be given in the case of weekly publications.
Data supplied for printing, personalisation, fulfilment and/or digital service terms
- Time is of the essence for the receipt of live data files in accordance with the agreed schedule. For same-day processing the Customers data files must be received by 14.00 hours. Files received after 14.00 hours will be processed as though received on the next working day unless an alternative arrangement has previously been agreed between the Customer and Supplier and confirmed in writing. Data files will only be transferred via a secure SFTP system and the Supplier bears no responsibility for the data transferred, however, will follow ISO and data protection regulations in the course of the services supplied. It is intended that any Customer data received will not be used by the Supplier for any other purpose than that needed in the delivery of the services requested by the Customer. Digital data will be securely destroyed 30 days after the project is completed unless specified by the Customer in writing. If data is requested to be held for more than 30 days after the end of the project, then the Supplier reserves the right to charge for such a service. Any data provided to the Supplier that identifies individuals must conform to strict GDPR rules and legislation. The Customer agrees to take full legal responsibility and hold the Supplier harmless if it provides any data to the Supplier that does not comply with GDPR rules and legislation. Any legal claim made against the Supplier in this circumstance will be fully legally funded by the Customer and if arising compensated 100% upfront and in full, holding the Supplier harmless. The Supplier also reserves the right to receive compensation from the Customer in the event of any loss of business to the value of 100%.
- Work undertaken by the Supplier on data provided by the Customer (including but not limited to; reconciling, de-duplication, segmenting, grouping, error checking) includes up to 2 hours per event as part of the quoted administration fee. If any data work is required over and above these 2 hours, it will be chargeable @ £100/hour. The Supplier will provide the Customer with an estimate of the number of hours needed before undertaking work over and above the 2 included hours.
Managed digital service terms
- Poor Copy & Proof Work: The Supplier will cover the costs of producing the first proof of email and website content provided to the Customer, for each election process. Any amendments made based on comments provided by the Customer relating to the first proof are also covered by the Supplier. The Supplier reserves the right to charge for any further work requested by the Customer for any additional changes/amendments made after the amending the first proof. All proofs will require Customer approval and sign off before email despatch or websites ‘going live’.
- Branding: The Customer is responsible for initially providing their branding guidelines in good time or on/before agreed dates with Supplier so that digital services can be branded accordingly. The Customer will also ensure that the guidelines are provided with any copy text and artefacts (Videos, images, etc.) that need to be considered in the design process. The Customer agrees that any artefact or information passed to the Supplier does not contravene any copyright law or is the intellectual property of any 3rd party.
- Customer License Grant: Customer grants to Supplier a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for Supplier to perform or provide the Managed digital services.
- Personalisation Term:
- The quotation of the Supplier is prepared on the basis that services supplied to the Customer will be in accordance with mutually agreed requirements and are based on eligible voter numbers and data given by the Customer to the Supplier.
- Work undertaken by the Supplier on data provided by the Customer (including but not limited to; reconciling, de-duplication, segmenting, grouping, error checking) includes up to 2 hours per election as part of the quoted fee. If any data work is required over and above these 2 hours, it will be chargeable @ £100/hour. The Supplier will provide the Customer with an estimate of the number of hours needed before undertaking work over and above the 2 included hours.
- If as part of the services requested the Supplier is required to send emails using a data supplied by the Customer, the Supplier will take responsibility for sending only, as email filters, internet service providers, and third-party security, can affect delivery. Therefore, the Supplier accepts no responsibility for delivery failure and cannot guarantee that emails sent will arrive in the designated email account.
- All instructions to the Supplier should be confirmed in writing by the Customer with the exact details and a purchase order provided.
Self-service digital service terms
- Licence grant and right of use: Subject to all limitations and restrictions contained herein and the quotation, Supplier grants Customer right of use of the Self-service application provided as, software as a service, on a nonexclusive, and non-transferable basis with right to access and operate the object code as hosted by Supplier as described in the quotation. For clarity, an “Application” means Supplier’s proprietary online software that is specifically licensed to Customer pursuant to the quotation.
- Licence Restrictions: In no event will Customer disassemble, decompile, or reverse engineer the Application or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Application from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Application’s operation and creating the original source code or any approximation thereof by, for example, studying the Application’s behaviour in response to a variety of inputs; or (iv) performing any other activity related to the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these Terms.
- Authorized Users: “Authorized Users” will only consist of: (i) employees of Customer, and (ii) those granted access to the system by employees of the Customer.
- Customer License Grant: Customer grants to Supplier a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for Supplier to perform or provide the Application and any associated services.
- Reservation of Rights: By accepting the quotation, Customer irrevocably acknowledges that subject to the licenses granted herein, Customer has no ownership interest in the Application, software or services provided by Supplier. The supplier will own all right, title, and interest in such Application, software, or services, subject to any limitations associated with intellectual property rights of any third parties. Supplier reserves all rights not specifically granted herein.
- No Malicious Code: To the knowledge of Supplier, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these Terms. Customer must: (i) notify Supplier promptly in writing of any nonconformance under this warranty; (ii) provide Supplier with reasonable opportunity to remedy any nonconformance under the provisions of these Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
- Suspended Access: Supplier has the right (but not the obligation) to suspend access to the Application or remove any data or content transmitted via the Application without liability (i) if Supplier reasonably believes that the Application is being used in violation of these Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Supplier shall use commercially reasonable efforts to notify Customer prior to suspending the access to the Application as permitted under these Terms, or (iii) as otherwise specified in these Terms. Information on Supplier’s servers may be unavailable to Customer during a suspension of access to the Application. Supplier will use commercially reasonable efforts to give Customer at least twelve (12) hours’ notice of a suspension unless Supplier determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Supplier or its customers.
- Service Availability: Supplier will host the Application and use reasonable efforts to achieve 99% availability of the Application.