Menu

Terms and Conditions of The Tom Hardman Limited and Narrative Media Limited book publishing service

 

1                General Descriptions

 

1.1             'Content' shall mean any printed or digital communication, product, intellectual property, services or any copy provided in Agreement with Terms and Conditions reached

 

1.2             'Company' shall mean Narrative Media Limited

 

1.3             'Agreement' shall mean any arrangement for the supply of any Content, Goods or Work by the Company to the Customer and shall include these Terms and Conditions save to the extent that any of them conflicts with any Agreement terms

 

1.4             'Agreement terms' shall mean terms of the Agreement other than those contained in these Terms and Conditions

 

1.5             'Customer' shall mean the organisation, person, firm or company contracting to receive the work from the Company

 

1.6             'Goods' shall mean any and all Content or Work supplied to the Customer by the Company pursuant to the terms of the agreement

 

1.7             'Installment Contract' shall mean an Agreement for the Company to supply a specified quantity of goods for delivery of which is to be made and accepted by installments

 

1.8             'Intellectual Property Rights' shall mean copyright and/or letters patent and/or design rights

 

1.9             ‘Timeline’ shall mean the schedule of dated events describing the due date by which key mutual responsibilities shall be discharged to maintain the integrity of the agreed delivery date for the Content, Goods or Work

 

1.10          ‘Work' shall mean the services undertaken by the Company for, and goods supplied to the Customer, including (but not limited to) the editorial, photography, design, production, printing and supply of materials and goods (together with all ancillary services related thereto). These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. The Company reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice

 

1.11          ‘Options and Extras’ shall mean a list of potential extra cost enhancements requested by the Customer over and above the initial Agreement between the parties for the Company to provide any Content, Goods or Work to the Customer

 

1.12          ‘Order’ shall mean a sales order a Company generated document that authorises the sale of the Content, Goods or Work. A purchase order is a Customer generated document confirming the purchase of the Content, Goods or Work

 

2                Orders

 

2.1             Unless otherwise agreed and save to the extent that any clause conflicts with any Agreement terms (in which event the agreed terms shall prevail) these Conditions shall apply to all Agreements entered into by the Company to the exclusion of any Terms and Conditions contained in a Customer’s order or which are referred to by the Customer in correspondence or negotiations and which conflict with or purport to modify these Terms and Conditions

 

2.2             No action by the Company shall constitute an offer capable of acceptance. An Agreement shall only be formed as a result of a purchase order or an acceptance letter from the Customer and endorsed by the Company as in clause 2.1, from the Customer (whether or not resulting from an action by the Company) accepted by the Company. The Company's acceptance of any purchase order is subject to the availability of materials and services

 

2.3             Acceptance of Order shall not be effective until there is acceptance by the Company. Acceptance by the Company can either be by notification to the Customer or by commencing to produce work on the work ordered by the Customer. By placing an Order with the Company, the Customer acknowledges and is bound by these Terms and Conditions

 

2.4             The Agreement price is based upon material costs at the date of the Agreement and any increases in material and labour costs arising after the date of the Agreement will be charged net as an extra cost

2.5             By ordering the desired object of purchase on the Internet, via e-mail, letter or fax, the Customer provides a binding    offer for the conclusion of a purchasing Agreement with the Company. The Customer will receive a confirmation of receipt of the order via e-mail or in writing (order confirmation). This order confirmation does not constitute the acceptance of the offer, but only serves to inform the Customer that the Company has received the order. If necessary, the Company will point out to the Customer potential errors in the specifications of the range of products provided on the website (or other such medium) and provide an according counter offer. The Agreement comes about if the Company accepts this offer by sending the ordered Content, Goods or Work to the Customer

3                Proofs and creative work

 

3.1             Proofs of all work may be submitted for the Customer’s approval and the Company shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged for, in accordance with the Options and Extras schedule

 

3.2             When style, type or layout is left to the Company's judgment, changes therefrom made by the Customer shall be charged extra

 

3.3             A colour proof is used to simulate how the printed or digital work will look. Because of differences in equipment, paper, inks, and other conditions between colour proofing and production pressroom operations, a reasonable variation in colour between colour proofs and the completed job is to be expected. When variations of this kind occur, it will be considered acceptable performance and the proof becomes part of the Agreement between the Customer and the Company. These proofs may be submitted to the Customer on paper or as a PDF

 

3.4             The Customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Customer also agrees that the Company accepts no responsibility for any amendments made by any third party, before or after a design is published

 

3.5             No use shall be made of the Company’s Content, Goods or Work, except by express written permission of the Company for all use of this work and for any derivation of ideas from it and compensation (if any) to be determined by the Company

 

4                Prices, quotations and estimates

 

4.1             All prices and charges are based on the Company's current prices and are subject to alteration at any time to take account of increased costs, currency fluctuations or for any other reason. A quotation not accepted within 30 days may be changed

 

4.2             Quotations are based on the accuracy of the specifications provided by the Customer. The Company can re-quote a job at time of submission if Content, film, digital data, or other input materials do not conform to the information on which the original quotation was based

 

4.3             Prices do not include the cost of delivery (unless otherwise agreed), which will be added at the appropriate prevailing rate on issue of the Company tax invoice. In the event that the Company does not charge Value Added Tax (or any tax replacing the same) to the Customer and the body responsible for implementing or administering such tax rules that such tax is in fact payable and requires the Company to make payment of the undercharged, then the Company shall be entitled to invoice the Customer for the amount of the undercharged

 

5                Payment

 

5.1             Accounts, which remain outstanding for 30 days or more after the date of invoice, will incur an extra charge of 5% per month over the prevailing Barclays Bank interest rate or part thereof of the outstanding amount. Payments may be made by bank draft or (for overseas Customers), electronic funds transfer. Payment is only deemed to have ‘been made’ when funds have cleared and reflect into the designated Company account

 

5.2             Publication and/or release of Content, Goods or Work done by the Company on behalf of the Customer, may not take place before payment/cleared funds have been received. The Company reserves the right to consider an account to be in default in the event of the above

 

5.3             The Company reserves the right to invoice the Customer in respect of any Agreement based upon the Timeline as follows:

  • 33% of total Agreement price upon verbal or written confirmation to proceed with the Content, Goods or Work by the Company

 

  • 33% of Agreement price upon provision by the Company of editorial Content in the case where the Company provides such Content, or for the provision of first proofs in the event that Content, Goods or Work is provided by the Customer

 

  • The balance of the Agreement price - plus any increases, additions or Options and Extras of any kind so specified or applicable - upon delivery of the goods. Your Options and Extras document determines which potential additions you may have specified over and above the Order for the Content, Goods or Work

               

5.4             Unless it is otherwise agreed all payments shall be made within 14 days from the date of the relevant Company tax invoice and this condition is of the essence of the Agreement, failing which the Company shall have the right without prejudice to any other rights to which it may therefore be entitled

 

5.5             The Company reserves the right to suspend or cancel immediately any Agreement made with the Customer in the event of non-payment and to seek legal remedy to recover costs and compensation

 

5.6             Payment for each instalment shall thereupon become due and payable upon demand by the Company

 

5.7             The Company reserves the right to charge the Customer for any additional costs including overtime incurred as a result of:

 

5.7.1         Any request or delay on the part of the Customer

5.7.2         The quality, suitability, and legibility of any material or data supplied by the Customer

5.7.3         Any alteration or amendment made by the Customer and accepted by the Company to the specification on which the Company's action is based

5.7.4         Any correction made by the Customer on and after its approval of a proof including alterations in style

 

 

6                Default

 

6.1             An account shall be considered default if it remains unpaid for 30 days or more from the date of invoice

 

6.2             The Company shall be considered entitled to remove or require the removal of all the Customer's Content from any and all computer systems, display areas, public or private domain or physical copies in possession of the client, their agents or customers until the amount due has been fully paid. This includes any and all unpaid monies due for all services. Removal of such Content does not relieve the Customer of its obligation to pay the due amount. Customers whose accounts become in default agree to pay the Company’s reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions

6.3             Until the complete settlement of all claims from the ongoing business relations have been made in full, the Content remains the property of the Company

7                Performance and Delivery

 

7.1             Any time or date given for the delivery of goods or the performance of services shall be approximate and shall be non-binding upon the Company unless otherwise agreed

 

7.2             If the Company shall for any reason – beyond its reasonable control (including the failure of the Customer to supply material or give such approval or instructions as may be required within a reasonable time) – be prevented from performing its obligations under any Agreement, including being unable to deliver any goods or perform any services due, then the Company shall be under no liability in respect thereof to the Customer and shall be entitled at any time – on notice to the Customer – to make partial deliveries only, or to suspend or cancel the Agreement without prejudice in any case to any rights which have already accrued to the Company

 

7.3             Delivery of any and all Content, Goods or Work shall be accepted by the Customer, upon notification by the Company to the Customer, that the Content, Goods or Work is ready for delivery. The Customer shall be responsible for all charges including insurance and storage charges incurred by the Company through the Customers delay in taking delivery of goods and whilst the Company shall take all reasonable steps to safeguard such goods and prevent their deterioration until their actual delivery the Company shall have no liability in respect of their condition and in the event of such deterioration the Customer shall not be entitled to reject such goods on account of their condition

 

7.4             In the event of any loss or damage in transit, or shortage of delivery or if there are any matters of thing whereby the goods or services are defective or not in accordance with the Agreement a separate notice in writing must be given to the carrier concerned and to the Company and a complete claim in writing made within 5 days of the date of consignment and the Customer shall be bound to accept and pay for the same accordingly. In the absence of such notice the goods or services shall be deemed to be in all respects in accordance with the Agreement, where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed ‘not examined’

 

7.5             The Company reserves the right to deliver the Content in installments, unless a specific written agreement provides otherwise

 

7.6             The goods required to fulfill an Installment Contract may be produced in more than one print run and the Company shall have absolute discretion as to how many copies shall be printed in each print run in order to satisfy the total amount required

7.7             The above stated exclusion of liability does not apply to gross negligence and premeditation as well as damages to health and life, for claims arising from the Consumer Protection Act, in case of default or an impossibility caused by the Company as well as deficiency in titles. The liability of the Company is also not ruled out if they have culpably violated an essential contractual clause. For such a violation of essential contractual duties, the liability of the Company is limited to the reasonably expected damages as long as it has not been caused by premeditation, gross negligence or the presence of promised characteristics. The exclusion or limitation of liability also applies to the personal liability of employees, representatives and auxiliary persons

7.8             According to the current state of technology, the data transfer via the Internet cannot be warranted to be error-free and/or constantly available. The Company is therefore not liable for the constant availability of the Internet shop of the Company

7.7             All sales are final. We do not provide refunds

7.8             Delivery takes place via the dispatch of the Content/Goods to the address provided by the Customer

7.9             If in the event of delays caused by parties other than that of the Company, a new Timeline – and if appropriate a new quotation for costs – will be created. The original invoicing and payment obligations described in 1.9, 1.10 and 5.3 still apply to the Customer

8                Title and Risk

 

8.1             Content, Goods or Work shall be at the customers risk immediately on delivery to the Customer or into custody on the Customer's behalf. Title to Content, Goods or Work supplied shall not pass to the Customer until all payments due to the Company under the relevant Agreement have been made in full. The Company reserves the right to repossess any Content, Goods or Work – the title to which has not yet passed to the Customer – without notice to the Customer or liability and without prejudice to any other legal remedy and the Customer hereby grants the Company the right to enter its premises to repossess such Content, Goods or Work accordingly at any time

 

9                Customer's Property

 

9.1             Except in the case of a Customer who is not contracting in the course of a business – nor holding himself out as doing so – Customers property and all property supplied to the Company by or on behalf of the Customer shall, while it is in the possession of the Company or in transit to or from the Customer, be deemed to be at Customers risk – unless otherwise agreed – and the Customer should insure accordingly

 

10              Warranties and Liability

 

10.1          In accordance with the normal practice of the trade of the Company, the Company undertakes to supply Content, Goods or Work within a margin 10 per cent of the quantity ordered and this margin shall be charged or allowed for at the rate specified by the Company. The warranty of the Company is subject to the regulations stipulated by law

 

10.2          Where the Customer has notified the Company in accordance with condition 7.4 above that the Content, Goods or Work delivered or services performed are defective, deficient or otherwise not in accordance with the Agreement and where the Company accepts that this is due to the fault of the Company, the making good the defective of deficient Content, Goods or Work for no additional charge so far as practicable, provided that the Content, Goods or Work is placed aside for inspection by the Company's representative. Where materials or equipment are supplied or specified by the Customer in connection with the Agreement, the Company shall be under no liability whatsoever for imperfect work caused by defects in or unsuitability such materials or equipment

 

10.3          It is the Customer's responsibility to maintain a copy of any original Content provided to the Company. The Company has the capacity to maintain work electronically for an amount of time not to exceed ninety –90 – days

 

10.4          The Company is not responsible for accidental damage to media supplied by the Customer or for the accuracy of furnished input or final input. Until Customer and other provided input can be evaluated by the Company no claims or promises are made about the Companies' ability to work with jobs submitted in an appropriate format, and no liability is assumed for problems that may arise

 

10.5          Defects in quality or dimensions in any delivery or part of the Agreement shall not be grounds for cancellation of the remainder of the Agreement. In the execution of any order involving clerical, manual typing and keystrokes, or computer list processing, the Company will make every effort to achieve the highest possible standards, but is unable to guarantee total accuracy

 

10.6          Unless otherwise stated, no representation is given as to the specification performance or otherwise of goods or services to be provided and all conditions and warranties – expressed or implied – are exceeded so far as permitted by statue and save as expressly provided in these conditions or the action. No assurance is given as to the reliability of any information included in any catalogue or other document (save these Conditions per the Company’s action) none of which (save as aforesaid) shall form part of the Agreement

 

10.7          Any oral representation or statement made by the Company or its servants or agents are a statement of opinion only and neither the Company nor its servants nor agents are responsible for the correctness of such opinion. Save in respect of liability for death or personal injury resulting from negligence the liability of the Company

 

10.8          Any liability shall be limited in total to the amount of the price or charge payable under any Agreement in respect of all claims arising under that Agreement and shall not in any event extend to any defects, which are caused by the circumstances beyond the reasonable control of the Company. In no circumstances shall any liability extend to any indirect or consequential loss or damage whatsoever and nor shall liability in any circumstances extend to errors or statements in proofs which have been approved by the Customer

 

10.9          Unless otherwise specifically agreed, the Company shall not be responsible for checking property or data received from – or on behalf of the Customer – and shall be entitled to assume that it meets the Customers' requirements in all respects. No liabilities in any circumstances extend to any property of the Customer supplied or handed to the Company by or on behalf of the Customer, which shall remain entirely at the Customers risk

 

10.10        Where the Company contracts as principles at law with suppliers and with the media – to provide advertising – on behalf of Customers, the liabilities of the Company to the Customer shall be no greater and its rights against the Customer and no less than those which prevail in the trade and exist between the Company and the various suppliers and media

 

10.11        The Company reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions.

 

10.12        The Company will not knowingly perform any actions to contravene these Terms and Conditions, and the Customer also agrees to be so bound. The Company's Customers agree to comply with printers and other outsourced suppliers Terms and Conditions, which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. The Company recommends that if an exact quantity is required, then 10% extra be added to the quantity and extra time made available should the Goods/Content be delayed

 

11              Copyright

 

11.1          The copyright in respect of all design work, editorial copy and creative material including concepts and layouts conceived and or produced by the Company shall be vested in the Company and the Customer may only reproduce such design work, copy and creative material with the express permission of the Company which shall – if given – be in writing and signed by a director of the Company

 

11.2          All Artwork, patterns, dies, moulds, metal, film, computer discs, memory sticks and other material used by the Company in the production of plates, moulds, stereotypes, electrolytes, film setting, negatives, positives and all other items produced in connection with the Agreement (including systems and computer software) shall be and remain its exclusive property and the Company – or copyright holder –shall be free to use or dispose of them as it shall see fit

 

11.3          No property, title or right whatsoever in the computer programs, systems, lists, schedules, documents, or other items of whatsoever nature or kind used or developed by the Company in the preparation and production of mailing lists or mailing lists themselves or used or developed by the Company in the execution of the Customers Agreement shall pass to or be acquired by the Customer unless specifically agreed

 

11.4          By supplying text, images and other data to the Company for inclusion in the Customer's Content, Goods or Work, the Customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the Customer, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by the Company on behalf of the Customer, will remain the property of the Company and/or its suppliers. The Customer may request in writing from the Company the necessary permission to use materials – for which the Company holds the copyright – in forms other than for which it was originally supplied, and the Company may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to the Company, the Customer grants the Company permission to use this material freely in the pursuit of the design and creation of the Content, Goods or Work. Should the Company, or the Customer supply an image, text, audio clip or any other file for use in any content believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the Customer will agree to allow the Company to remove and/or replace the file in the Content, Goods or Work or in future Content, Goods or Work The Customer agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the Customer in not having obtained all the required copyright, and/or any other necessary permission

 

11.5          The Customer agrees to allow the Company to place a credit on and/or a link to the Company’s own website. The Company reserves the right to apply legally required copyright, ISBN and other information, including logos on all work created for the Customer. The Customer also agrees to allow the Company to place websites and other designs, along with a link to the Customer 's site on the Company’s own website for demonstration purposes and to use any designs in its own publicity

 

11.6          The Customer warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. The Customer will, at the Customer's sole expense, promptly and thoroughly defend The Company all legal actions on these grounds as long as The Company promptly notifies the Customer of the legal action and gives the Customer reasonable time to undertake and conduct a defence. The Customer reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper, or infringing upon copyright law or intellectual property

 

12              Rights of Refusal

 

12.1          The Company will not include in its Content, any text, images or other data, which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. The Company also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that the Company does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the Customer is obliged to allow the Company to remove the contravention without hindrance, or penalty. The Company is to be held in no way responsible for any such data being included

 

13              Customer Cancellations

 

13.1          Subject to the provisions of these Terms and Conditions an Agreement for the production of a periodical publication may not be terminated by either party unless 13 weeks’ notice in writing is given to domiciled office address in case of periodicals produced monthly or more frequently or 26 week’s notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue

 

13.2          The Customer may not terminate the Agreement – save for the aforesaid conditions – subject solely to the discretion. Written notification may be given by the Customer, to the Company of its intention to cancel the print component only, if such notice is given and agreed by the Company 45 working days before the due date (specified in the Timeline) for the PDF’s submission to the Printer

 

14              General Lien

 

14.1          The Company shall in respect of all unpaid debts and monies due from the Customer have a general lien on all goods and property of the Customer in its hands and shall be entitled on the expiration of 14 days’ notice of dispose of such goods or property as it thinks fit and to supply the proceeds towards such debts and other amounts due

 

14.2          Where any material supplied by the Customer to the Company for use in or in connection with the work is subject to intellectual property rights then in so far as such rights are vested in the Customer the Customer shall upon delivery of such material to the Company be deemed to have licensed the Company without charge to use such material for the production and any future sale of Content, Goods or Work (including, unless otherwise agreed, the right for the Company to supply goods to any third party) and where such intellectual property rights are not vested in the Customer, the Customer warrants that it has procured the grant of the license of the person in whom such intellectual property rights are vested authorising the Company to use such rights as aforesaid

 

14.3          The Company shall be indemnified by the Customer in respect of any claims, damages, costs, penalties and expenses to which the Company may become liable as a result of work some in accordance with the Customers specification or supplied information or requirement which involves any misleading, inaccurate, illegal or libelous matter produced for the Customer or any infringement or intellectual property rights

 

15              Company’s Right to Terminate

 

15.1          If the Customer shall make default in or commit a breach of the Agreement or any other of its obligations to the Company, or if any distress or execution should be levied upon the Customers property or assets or if the Customer shall make or offer to make arrangement or composition with creditors or commit any act of bankruptcy, or if any Petition or Receiving Order in Bankruptcy shall be presented or made against him, or if the Customer is a limited company and any resolution or petition to wind-up such Company's business other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a Receiver of such Companies undertaking property or assets or any part thereof shall be appointed or it shall be unable to pay its debt within the meaning of S,123 of the Insolvency Act 1986, or if for any reason the Company has good cause for believing that the Customer may make default in or commit a breach of the Agreement or of any other obligation to the Company, the Company shall have the right forthwith to determine any Agreement then subsisting with the Customer and upon written notice of such determination being posted to the Customers last known address any subsisting Agreement shall be deemed to have been determined but without prejudice to any claim or right of the Company which the Company may otherwise make or otherwise make or exercise

 

16              Miscellaneous

 

16.1          Where the Customer supplies materials, adequate quantities must be supplied to cover spoilage. The granting of time or any other concession shall in no way prejudice or constitute a waiver of the Company’s entitlement to enforce any rights under any Agreement

 

16.2          Any notice pursuant to any other Agreement (including these conditions) shall be in writing, signed by or on behalf of the person giving it and may be served by sending it by prepaid recorded delivery or registered post to the address given in the Agreement and shall be deemed to have been received on the following day from the date of posting

 

16.3          Unless otherwise agreed, these Terms and Conditions and the Agreement shall be subject to and construed in accordance with English Law and the Courts of England, and shall have exclusive jurisdiction in Milton Keynes in the case of any dispute between the parties to the Agreement

 

16.4          Every effort will be made by the Company to carry out the Agreement but its due performance is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or suppliers or as a result of Any Act of God, War, Strike, Lockout or other labour dispute – Fire, Flood, Drought, Legislation or other cause (whether of the foregoing course or not) beyond the Company's control. Unless otherwise agreed the following provisions shall apply (but shall only apply) to the Installment Agreement and where such provisions conflict with any of the foregoing Conditions of these Terms and Conditions such provisions shall prevail

16.5          Unless specifically indicated otherwise, you may not sell, rent, lease, distribute, broadcast, sublicense, or otherwise assign any rights to the Content or any portion of it to any third party, and you may not remove or modify any proprietary notices or labels on the Content. In addition, you may not bypass, modify, defeat, or circumvent security that protects the Content. You further agree not to translate, decompile, or disassemble the Content, Goods or Work

16.6          You may not use the Content, Goods or Work or make or distribute unauthorized copies of the Content ­ create by recompilations or otherwise  – the source code of the Content, Goods or Work, or use, copy, modify, or transfer the Content, Goods or Work, in whole or in part, except as expressly permitted by this Agreement. If you transfer possession of the Content, Goods or Work to a third party, the license is automatically terminated. Such termination will be in addition to any civil or other remedies available to Company

16.7          Successors and Assigns. This agreement shall be binding upon and shall be inure to the benefit of the parties and their heirs, executors, administrators (successors) and (permitted) assigns

 

Insurance advertisement