Media Village Supplier Terms and Conditions

1. Definitions and interpretation

1.1 In these terms:

“Company” means Academy Print & Design (UK) Ltd trading as Media Village.
“Supplier” means the person, firm or company to whom a Purchase Order is issued.
“Client” means any customer of the Company for whom Goods or Services are supplied, directly or indirectly, under a Purchase Order.
“Purchase Order” means the Company’s written order (including by email) for Goods or Services, bearing a Company Purchase Order number.
“Goods” means all printed matter, products and materials to be supplied under a Purchase Order.
“Services” means all work to be carried out under a Purchase Order, including print, finishing, fulfilment, installation, design and mailing.
“Specification” means the description, artwork, quantities, materials, finishes and delivery details set out in or attached to the Purchase Order.
“Company Materials” means all artwork, files, data, proofs, samples, plates, dies, cutters, formes and other items supplied by or paid for by the Company or the Client.
“Contract” means the contract between the Company and the Supplier formed under clause 2.

1.2 “In writing” includes email. Headings do not affect interpretation. “Including” means including without limitation.

2. Basis of contract

2.1 These terms apply to every Purchase Order and form the whole of the terms on which the Company buys Goods and Services from the Supplier.

2.2 They override any terms the Supplier puts forward, including on quotations, acknowledgements, delivery notes and invoices. The Supplier’s terms are rejected unless a Director of the Company agrees to them in writing.

2.3 A Contract is formed when the Supplier accepts a Purchase Order in writing or starts work on it, whichever is earlier.

2.4 The Company may update these terms from time to time. The version in force on the date of a Purchase Order applies to that Purchase Order.

3. Purchase Orders, quotations and changes

3.1 The Supplier must not start work without a Purchase Order. Work carried out without one is at the Supplier’s own risk and cost.

3.2 The Purchase Order number must appear on all acknowledgements, proofs, delivery notes, packaging labels and invoices.

3.3 Before accepting a Purchase Order, the Supplier must check that its quotation still matches the final artwork, Specification and quantity. If it does not, the Supplier must tell the Company and provide an updated price before starting work.

3.4 No change to the Specification, price, quantity or delivery date is valid unless the Company confirms it in writing as an amended Purchase Order. Extra charges not agreed in this way will not be paid.

3.5 The Company may change a Purchase Order before production starts. Any agreed change to price or timing must be confirmed in writing before the change is carried out.

4. Specification, quality and proofs

4.1 The Supplier must supply the Goods and Services exactly in line with the Specification and the artwork supplied, using the materials, stocks and finishes stated.

4.2 The Supplier must not change or substitute any material, stock, finish or process without the Company’s prior written approval.

4.3 Where the Supplier produces a proof, it must be sent to the Company (never to the Client) and approved in writing by the Company before production. Approval of a proof does not relieve the Supplier of responsibility for errors it introduced.

4.4 The Supplier must check all supplied files for print readiness and tell the Company promptly of any issue, such as low resolution, missing bleed or incorrect colour space, before production.

4.5 Colour must match any approved proof, colour reference or previous sample supplied by the Company within normal industry tolerances.

4.6 Where the Specification includes a certified material (for example FSC® or recycled stock), the Supplier must use that material, maintain any chain of custody, and provide evidence on request.

4.7 The Supplier must provide up to 5 production samples on request at no extra cost.

5. Delivery

5.1 Time of delivery is of the essence. The Supplier must deliver on the date and to the location stated in the Purchase Order.

5.2 The Purchase Order will state one of three delivery options: collection, delivery to Media Village, or delivery direct to the Client under plain wraps.

5.3 Plain wraps. For direct deliveries, all packaging, labels, delivery notes and paperwork must be plain or carry Media Village details only. They must not show the Supplier’s name, logo, contact details, website or any pricing. Any return address or contact must be Media Village’s.

5.4 For every direct delivery, the Supplier must provide proof of delivery (signed POD or courier tracking confirmation) within 1 working day of delivery.

5.5 The Supplier must tell the Company immediately it becomes aware that a delivery may be late, giving the reason and a revised date. The Supplier must also confirm on request, at least 24 hours before delivery, that the job is on track.

5.6 If the Supplier misses an agreed delivery date, the Company may (without affecting its other rights) refuse late delivery, cancel the Purchase Order without charge, source the Goods elsewhere and recover any extra cost from the Supplier, or require express delivery at the Supplier’s cost.

5.7 Goods must be packed, labelled and protected so they arrive undamaged. Each package must show the Purchase Order number (or Media Village job number for plain wraps) and the quantity inside.

5.8 Quantities delivered must be within 5% over or under the quantity ordered. Shortfalls are charged pro rata. Overs beyond the ordered quantity will not be paid for unless agreed in writing.

5.9 Risk in the Goods passes to the Company on delivery to the agreed location. Ownership passes on delivery or payment, whichever is earlier.

6. Rejection of work and suspension of payment

Supplier deliverables and rejection

6.1 The Supplier warrants that all goods, services, materials, content, creative work, deliverables and other outputs supplied to the Company will comply with the Specification, briefs, quality standards, deadlines and any other requirements agreed between the parties.

6.2 The Company or the Client may inspect any work on delivery or at any later time. Accepting delivery, signing a delivery note or paying an invoice does not mean the work has been accepted as conforming.

6.3 Where any work, deliverable or service is, in the Company’s reasonable opinion, defective, incomplete, unsuitable or not in line with the agreed brief or requirements, or is rejected by the Client in connection with services the Company provides to that Client, the Company may notify the Supplier of the rejection. The Company will notify the Supplier within a reasonable time of the issue or the Client’s rejection becoming known to it, by phone and confirmed by email, with photographs where possible.

6.4 On receiving a rejection notice, the Supplier must investigate promptly and, at the Company’s option and the Supplier’s cost:

• remedy, reprint, replace or re-perform the work, or make up any shortfall, by a date the Company sets;
• give a full or partial credit or refund; or
• reimburse the cost of having the work corrected or replaced by another supplier.

6.5 The Supplier must also pay the Company’s reasonable additional costs caused by the rejected work, including carriage, re-delivery, express charges, additional Company time, and any credit, refund or compensation the Company has to give its Client.

6.6 Rejected goods are held at the Supplier’s risk and must be collected at the Supplier’s cost, or securely disposed of if the Company asks.

Client rejection

6.7 Where the Supplier provides work in support of the Company’s work for a Client, the Supplier acknowledges that the Company may need to reject, amend, replace or re-perform the Supplier’s work if the Client rejects, criticises or considers it unsuitable. This includes where the work has caused, or may cause, additional costs, delays, Client dissatisfaction, loss of revenue, reputational damage or other adverse consequences for the Company.

Suspension of payment

6.8 Where any work is rejected by the Company or the Client, or the Company reasonably considers that the Supplier’s work may have caused or may result in financial loss, additional costs, delay, Client claims, reputational damage or other adverse consequences, the Company may suspend payment of any invoice or other amount relating to the affected work while the matter is investigated and resolved.

6.9 The Company may also suspend payment of other amounts owed to the Supplier where it reasonably considers this necessary to establish the extent of any actual or potential financial or reputational loss arising from the Supplier’s work.

6.10 The Company will tell the Supplier in writing the reason for any suspension, and will use reasonable endeavours to investigate and resolve the matter within a reasonable period.

Resolution

6.11 The Supplier must provide any information, explanations, evidence, corrections, replacements and other reasonable assistance the Company requires to establish the cause and extent of the issue and any resulting financial or reputational impact.

6.12 Once its investigation is complete, the Company will decide, acting reasonably, whether the suspended invoice or other amount is properly payable, and whether any costs, losses, damages, credits, refunds or other amounts are properly attributable to the Supplier. The Company may set off any such amounts against sums it owes the Supplier, and will pay any balance found to be due.

6.13 The Company is not required to pay for work that has been properly rejected and that the Supplier has failed to remedy or replace in line with these terms.

6.14 Nothing in this clause prevents the Company from exercising any other contractual or legal rights or remedies for defective, rejected or non-conforming work.

7. Price, invoicing and payment

7.1 The price is as stated in the Purchase Order. It is fixed and includes packaging, plain wraps, labelling and delivery to the agreed location, unless the Purchase Order says otherwise. VAT is added where applicable.

7.2 No increase in price is valid unless agreed in writing under clause 3.4.

7.3 The Supplier may invoice once the Goods are delivered or the Services completed. Each invoice must show the Purchase Order number, the Media Village job number (if given), quantities and the agreed price. Invoices without these details may be returned unpaid.

7.4 The Company will pay valid, undisputed invoices within 30 days of the date of invoice, unless different credit terms have been agreed in writing between the Company and the Supplier.

7.5 Without affecting clause 6, the Company may withhold payment of any disputed amount until the dispute is resolved, and may set off any amount the Supplier owes it against any amount it owes the Supplier.

7.6 Payment does not mean the Company accepts that the Goods or Services conform to the Contract.

7.7 Authorisation. Purchase Orders are only valid if issued by an authorised Company buyer within the following limits. Suppliers must not accept orders above these limits without the required authorisation.

Purchase Order value (excluding VAT)	Authorised by
Up to £500.00	Any authorised buyer
£500.01 to £1,000.00	Line Manager
£1,000.01 to £5,000.00	Director
Over £5,000.00	Two Directors

8. Client relationships, non-solicitation and confidentiality

8.1 Client relationships belong to the Company. The Supplier acknowledges that the Company’s Clients, their contact details, requirements and pricing are a valuable part of the Company’s business, and that the Supplier only learns of them because of its work for the Company.

8.2 No direct contact. The Supplier must not contact any Client directly, except where the Company has authorised it in writing for a specific Purchase Order. Any enquiry the Supplier receives from a Client must be referred to the Company promptly.

8.3 Non-solicitation. During the period in which the Supplier carries out work for the Company, and for 12 months after the date of the last Purchase Order, the Supplier must not, directly or indirectly, solicit, approach, quote for, or knowingly accept work from any Client:

• whose details the Supplier received from the Company; or
• for whom the Supplier supplied Goods or Services under a Purchase Order in the 12 months before that date.

8.4 Non-solicitation of staff. For the same period, the Supplier must not solicit or employ any employee of the Company with whom it had dealings, without the Company’s written consent. This does not stop the Supplier employing someone who responds to a general advertisement.

8.5 Breach. If the Supplier breaches clause 8.2, 8.3 or 8.7, it must pay the Company the profit it earned from the work concerned, and indemnify the Company against its resulting losses, including lost profit on that Client’s work.

8.6 Confidentiality. The Supplier must keep confidential all information it receives about the Company, its Clients, prices, mark-ups, artwork, data, plans and campaigns. It must use that information only to carry out the Purchase Order, and must not disclose the Company’s prices to any Client. This obligation continues after the Contract ends.

8.7 No marketing or social media use. Under no circumstances may the Supplier use, display, publish or refer to any work produced for or on behalf of the Company, or the names of the Company’s Clients, for its own marketing or promotion. This includes websites, social media, portfolios, case studies, award entries, sample packs, trade shows, advertising and sales presentations. It applies to finished work, proofs, samples, photographs and videos of the work, both during and after the Contract. Clause 8.5 applies to any breach, and the Supplier must remove the material immediately when asked.

8.8 Each restriction in this clause is separate. If any is found unenforceable, the rest continue to apply.

Drafting note: this is adapted from the client non-solicitation clause drafted for Media Village’s employment contracts. Courts apply the same reasonableness test to business-to-business restrictions, but are usually more willing to uphold them between businesses than against employees, so 12 months is a defensible starting point.

9. Intellectual property and Company Materials

9.1 All intellectual property in artwork, designs and content supplied by the Company or the Client remains with the Company, the Client or their licensors. The Supplier receives only the right to use them to carry out the Purchase Order.

9.2 Any intellectual property created by the Supplier specifically for a Purchase Order (including artwork changes, templates and imposition files) is assigned to the Company on creation. The Supplier waives any moral rights in it.

9.3 Company Materials remain the property of the Company or the Client, are held at the Supplier’s risk while in its possession, and must be insured by the Supplier for their replacement value.

9.4 The Supplier must not use Company Materials for any other customer or purpose, or reprint any job, without a new Purchase Order.

9.5 On request, and in any event when the Contract ends, the Supplier must return all Company Materials or securely destroy them and confirm in writing that it has done so.

10. Data protection

10.1 Where the Supplier processes personal data on the Company’s behalf (for example mailing lists, variable data or delivery addresses), it acts as the Company’s processor under UK data protection law, including the UK GDPR and the Data Protection Act 2018.

10.2 The Supplier must:

• process the personal data only on the Company’s written instructions and only to carry out the Purchase Order;
• keep it secure with appropriate technical and organisational measures;
• make sure anyone handling it is bound by confidentiality;
• not use a sub-processor, or transfer the data outside the UK, without the Company’s prior written consent;
• tell the Company without undue delay, and in any event within 24 hours, of any personal data breach;
• help the Company respond to data subject requests and regulatory enquiries; and
• securely delete or return the data when the job is complete, unless the law requires it to be kept.

10.3 The Supplier must indemnify the Company against any loss, fine or claim arising from its breach of this clause.

11. Warranties, indemnity, liability and insurance

11.1 The Supplier warrants that the Goods and Services will match the Specification, be of satisfactory quality and fit for their purpose, be free from defects, and be carried out with reasonable skill and care by suitably qualified people. These warranties are in addition to the terms implied by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.

11.2 The Supplier must indemnify the Company against all losses, costs, claims and expenses (including reasonable legal fees and amounts paid to Clients) arising from:

• defective, late or non-conforming Goods or Services;
• any infringement of third-party intellectual property, except where caused by artwork supplied by the Company or the Client;
• breach of clause 8 (client relationships and confidentiality) or clause 10 (data protection); and
• the negligence or wilful default of the Supplier, its staff or subcontractors.

11.3 The Company’s total liability to the Supplier under any Purchase Order is limited to the price of that Purchase Order. The Company is not liable for any indirect or consequential loss, or loss of profit.

11.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

11.5 The Supplier must hold, with reputable insurers, and provide evidence on request of:

• public liability insurance of at least £5 million per claim;
• product liability insurance of at least £5 million per claim;
• employer’s liability insurance as required by law; and
• professional indemnity insurance of at least £250,000 for any one claim, with defence costs in addition, where the Services include design or advice.

12. Subcontracting, compliance and sustainability

12.1 The Supplier must not subcontract any part of a Purchase Order without the Company’s prior written consent. The Supplier remains fully responsible for the work of any subcontractor, and these terms (including clauses 5.3 and 8) must be passed down to them.

12.2 The Supplier must comply with all applicable laws, including health and safety, environmental, anti-bribery (Bribery Act 2010) and anti-slavery (Modern Slavery Act 2015) laws.

12.3 For any installation or on-site work, the Supplier must provide risk assessments and method statements on request and follow the site’s safety rules.

12.4 The Supplier must make any environmental or certification claim (such as FSC®, carbon balanced or recycled content) only where it can evidence it, and provide that evidence on request.

13. Cancellation, termination and force majeure

13.1 The Company may cancel a Purchase Order at any time before production starts, at no cost. After production has started, the Company will pay only the Supplier’s reasonable, evidenced costs incurred up to cancellation, up to the Purchase Order price.

13.2 The Company may end the Contract immediately by written notice if the Supplier breaches these terms and (where the breach can be fixed) does not fix it within 7 days of being asked, or if the Supplier becomes insolvent or ceases trading.

13.3 Neither party is liable for delay caused by events beyond its reasonable control (such as fire, flood, pandemic or government action), provided it tells the other promptly and does all it reasonably can to minimise the delay. Supplier staff shortages, equipment failure and subcontractor delays are not force majeure events.

13.4 If a force majeure event affecting the Supplier would cause a delivery date to be missed, the Company may source the Goods elsewhere. If it lasts more than 14 days, the Company may cancel the Purchase Order without charge.

13.5 Clauses 6, 8, 9, 10, 11 and 14 continue after the Contract ends.

14. General

14.1 These terms and the Purchase Order are the entire agreement between the parties for that Purchase Order.

14.2 Any variation must be in writing and confirmed by the Company.

14.3 The Supplier may not assign or transfer the Contract without the Company’s written consent. The Company may assign it to any company in its group.

14.4 A failure or delay by the Company in enforcing any right is not a waiver of it.

14.5 If any provision is found invalid or unenforceable, it will be modified to the minimum extent needed, and the rest of these terms will continue to apply.

14.6 Notices must be in writing and sent to the registered office or the usual business email address of the party concerned.

14.7 No one other than the Company and the Supplier has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

14.8 These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.