The following definitions and rules of interpretation apply in these conditions:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Charges” means the charges payable by the Client for the supply of the Services, including any Extra Charges, in accordance with clause 5 (Charges and payment).
“Commencement Date” has the meaning given in clause 2.2.
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 10.5.
“Contract” means the contract between Graphicks and the Client for the supply of Services in accordance with these Conditions.
“Client” means the person or firm who purchases Services from Graphicks.
“Client Default” means has the meaning set out in clause 4.2.
“Deliverables” means the deliverables in respect of the Services.
“Deliverables IP” means the Intellectual Property created by Graphicks in the course of fulfilling Client’s Services.
“Excluded Deliverables IP” means the Intellectual Property Rights which created as part of Deliverables but not accepted by the Client.
“Extra Charges” has the meaning given in clause 5.4.
“Graphicks” means Graphicks Design Limited, a private limited company registered in England and Wales with company number 07838135.
“Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
“Request for Services” means a written offer by the Client to Graphicks for the provision of Services.
“Services” means the services, including the Deliverables, supplied by Graphicks to the Client in accordance with Specification.
“Specification” means the description or specification of the Services as set out in the Request for Services and in any additional requests from the Client accepted by Graphicks in writing.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Request for Services constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Request for Services shall only be deemed to be accepted when Graphicks issues a written acceptance of the Request for Services at which point and on which date the Contract shall come into existence (“Commencement Date“).
2.3 Any samples, drawings, descriptive matter or advertising issued by Graphicks, and any descriptions or illustrations contained in Graphicks’ catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Graphicks shall not constitute an offer, and is only valid for a period of  Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 Graphicks shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 Graphicks shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Graphicks reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Graphicks shall notify the Client in any such event.
3.4 Graphicks warrants to the Client that the Services will be provided using reasonable care and skill.
4. CLIENT’S OBLIGATIONS
4.1 The Client shall:
4.1.1 ensure that the terms of the Request for Services and any information it provides in the Specification are complete and accurate;
4.1.2 co-operate with Graphicks in all matters relating to the Services;
4.1.3 provide Graphicks, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Graphicks;
4.1.4 provide Graphicks with such information and materials as Graphicks may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
4.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
4.2 If Graphicks’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (a “Client Default“):
4.2.1 without limiting or affecting any other right or remedy available to it, Graphicks shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Graphicks’ performance of any of its obligations;
4.2.2 Graphicks shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Graphicks’ failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse Graphicks on written demand for any costs or losses sustained or incurred by Graphicks arising directly or indirectly from the Client Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be calculated on a time and Specification basis and shall be specified in the accepted form of the Request for Services or in any written request as set out in clause 5.5.
5.2 Graphicks shall be entitled to charge a deposit comprising of 20% of the total invoiced Charges which must be paid by the Client prior to commencement of the Services.
5.3 Due to the nature of the Services, it is anticipated that additional funding may be required over and above the Charges already agreed to by the Client (“Extra Charges“).
5.4 Prior to commencement of any additional work in respect of the Services (which does not form part of the Specifications), Graphicks shall send to the Client a written request for consent. Such consent shall contain a detailed list of excess work and any Extra Charges.
5.5 The Client will be deemed to have consented to Extra Charges upon receiving a written request and continuing to instruct Graphicks in respect of the Services.
5.6 The Client shall pay each invoice submitted by Graphicks:
5.6.1 within  days of the execution of the Services; and
5.6.2 in full and in cleared funds to a bank account nominated in writing by Graphicks, and
5.6.3 time for payment shall be of the essence of the Contract.
5.7 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT“). Where any taxable supply for VAT purposes is made under the Contract by Graphicks to the Client, the Client shall, on receipt of a valid VAT invoice from Graphicks, pay to Graphicks such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.8 If the Client fails to make a payment due to Graphicks by the due date, then, without limiting Graphicks’ remedies under clause 8, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.9 will accrue each day at % a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Subject to clause 6.2, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by Graphicks.
6.2 Upon the Client satisfying the Charges in full, all rights, title and interest in and to the Deliverables IP shall be assigned to the Client absolutely.
6.3 The Client grants to Graphicks, or shall procure the grant to Graphicks of, a fully paid up, worldwide, non-exclusive, royalty free irrevocable licence to use the Deliverables IP for marketing purposes.
6.4 The Client grants Graphicks a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to Graphicks for the term of the Contract for the purpose of providing the Services to the Client.
7. LIMITATION OF LIABILITY
7.1 Nothing in the Contract shall limit or exclude Graphicks’ liability for:
7.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.1.2 fraud or fraudulent misrepresentation; or
7.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, Graphicks shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
7.2.1 loss of profits;
7.2.2 loss of sales or business;
7.2.3 loss of agreements or contracts;
7.2.4 loss of anticipated savings;
7.2.5 loss of use or corruption of software, data or information;
7.2.6 loss of or damage to goodwill; and
7.2.7 any indirect or consequential loss.
7.3 Subject to clause 7.1, Graphicks’ total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total paid Charges paid under the Contract.
7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 This clause 7 shall survive termination of the Contract.
8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party written notice.
8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
8.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within  days of that party being notified in writing to do so;
8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3 Without affecting any other right or remedy available to it, Graphicks may terminate the Contract and retain the Deliverables IP with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
8.4 Without affecting any other right or remedy available to it, Graphicks may suspend the supply of Services under the Contract or any other contract between the Client and Graphicks if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 8.2.2 to clause 8.2.4, or Graphicks reasonably believes that the Client is about to become subject to any of them.
9. CONSEQUENCES OF TERMINATION
9.1 On termination of the Contract:
9.1.1 the Client shall immediately pay to Graphicks all of Graphicks’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Graphicks shall submit an invoice, which shall be payable by the Client immediately on receipt; and
9.1.2 the Client shall return all of the Deliverables which have not been fully paid for. If the Client fails to do so, then Graphicks may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
10.2.1 Graphicks may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
10.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Graphicks.
10.3.1 Each party undertakes that it shall not at any time during the Contract, and for a period of  years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 10.3.2.
10.3.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement.
10.4.1 The Contract and the Specification constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
10.5 Variation. Graphicks reserves the right to vary the terms of this Contract from time to time and shall notify the Client in writing as soon as practical. The Client shall be deemed to have accepted the variation of this Contract upon continuing to instruct Graphicks in respect to the Services.
10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email.
10.8.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission.
10.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.9 Third party rights.
10.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.
10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.