Media Village Terms & Conditions Policy
These Terms and Conditions apply to all goods and services supplied by:
Media Village, a trading name of Academy Print & Design (UK) Ltd, having their registered office at Graphic House, Moorfield, Altham, Accrington, Lancashire, BB5 5TX (the “Company”).
To the business or organisation placing an order with the Company (the “Client”). By placing an order with the Company, the Client agrees to be bound by these Terms and Conditions.
1. Definitions
The “Company” means Media Village, a trading name of Academy Print & Design (UK) Ltd.
The “Designer” means the artist employed or contracted by The Company to carry out the work.
The “Client” means the business, organisation or firm placing an order with the Company.
“Brief” means the work and services to be performed by the Company for the Client set out in the quotation together with any alterations or extras requested or required by the Client after the date of the quotation.
2. Preliminary work
Preliminary work designs, models, samples and other work produced at the Client’s request will be charged for.
3. Quotations and Orders
Estimates are given and orders accepted subject to our ability to procure materials, labour and transport at the rates prevailing at the date of estimate. Any increase in wage rates, prices of materials, or alternative materials that it may be necessary to substitute or transport arising after an estimate and before delivery shall be charged to the Client.
Where estimated dates of delivery are given they shall be subject to availability and delivery of materials.
All quotations are valid for fourteen (14) days unless otherwise stated in writing. Acceptance of an estimate shall be in writing signed by the Client or his authorised agent. In the absence of such written confirmation, written acknowledgement of verbal instructions shall be deemed to be the Client’s written order. The quotation issued by the Company forms part of the contract between the Company and the Client and shall set out the scope of services, deliverables and pricing agreed between the parties. In the event of any inconsistency between these Terms and Conditions and the quotation, the quotation shall take precedence in relation to the specific services being provided.
4.Supremacy of Terms
These Terms and Conditions shall apply to all contracts between the Company and the Client and shall take precedence over any terms and conditions submitted, proposed or relied upon by the Client.
Any terms put forward by the Client, whether contained in a purchase order, correspondence or otherwise, shall not apply to the contract and are expressly rejected unless expressly agreed in writing by an authorised representative of the Company.
5. Pricing and Fee Adjustments
All fees and pricing provided by the Company are based on the scope of work, information and requirements agreed at the time of proposal or quotation. If the scope of the Services changes, or if additional services are requested by the Client, the Company reserves the right to revise its pricing accordingly. Any estimates or quotations provided by the Company shall remain valid for a period of fourteen (14) days unless otherwise stated in writing. The Company reserves the right to review and adjust its fees where there are increases in operational costs, material costs, third-party service fees or other expenses outside of the Company’s reasonable control. The Client will be provided with reasonable notice of any such pricing adjustments. Where work has commenced and the Client requests additional revisions, services or deliverables beyond those originally agreed, such work may be subject to additional charges at the Company’s standard rates. The Company will inform the Client of any additional costs before undertaking work that falls outside the agreed scope wherever reasonably practicable.
6. Third Party and Outsourced Costs
Where the Company is required to engage third-party suppliers or outsourced service providers in order to deliver the Services, any associated costs shall be payable by the Client in addition to the Company’s fees unless expressly stated otherwise in writing. Such costs may include, but are not limited to, printing, signage production, installation services, advertising spend, media placement, software subscriptions, freelance services, specialist contractors, hosting services or platform fees. The Company reserves the right to require payment of any third- party or outsourced costs in advance of committing to or procuring such services on behalf of the Client. The Company shall not be required to commence or continue work that requires third-party services until the relevant funds have been received in cleared funds. Where the Company incurs outsourced or third-party costs on behalf of the Client, such costs shall be non-refundable once the Company has committed to the supplier, except where a refund is provided by the relevant third-party provider.
7. Client Responsibilities
If any goods are to be supplied or work to be done in accordance with designs, specifications or patterns to be supplied by the Client, the Client shall supply the same in reasonable time to permit completion of all deliveries by the promised date (if any). The Company shall not be liable for delays in completion of work or delivery arising from the Client’s failure or delay in approving estimates or preliminary work. Due to unforeseen circumstances time is not of the essence to this contract.
8. Client Delays and Responsibilities
The Company shall not be liable for any delay in the performance or delivery of Services where such delay results from circumstances outside of the Company’s reasonable control, including delays caused by the Client’s failure to provide required information, materials, approvals, feedback or access. Where the Client causes a delay in the provision of Services, the Company reserves the right to adjust project timelines accordingly and revise delivery dates to reflect the impact of such delay. If the Client fails to provide required approvals, content or instructions within a reasonable timeframe, the Company may place the project on hold and reschedule the work based on availability. Any estimated delivery dates provided by the Company are indicative only and may be subject to change where delays occur due to Client actions, third-party suppliers or other factors outside the Company’s control.
9. Artwork Approval and Alterations
The Company may submit proofs of all work to the Client for approval and the Company shall incur no liability for any errors not corrected by the Client in proofs so submitted. Any additional cost arising from the Client’s alterations or corrections after approval of artwork or sample or after production has commenced may be charged to the Client. Once artwork or proofs have been approved by the Client, the Company shall not be responsible for any errors, omissions or inaccuracies contained within the approved materials.
10. Dormant Projects and Inactivity
The Company reserves the right to charge the Client for any design, production or project-related work carried out where no progress has been made on the Client’s part for a period of thirty (30) days or more. Lack of progress may include, but is not limited to, failure by the Client to provide required information, content, approvals, feedback or access necessary for the Company to continue work. In such circumstances the Company may issue an invoice for work completed up to the point of inactivity and payment shall become due in accordance with the Company’s payment terms. The Company reserves the right to suspend the project and reschedule any remaining work based on availability.
11. Call Off Orders
The Company agrees to hold stock items on a call-off system for a maximum period of 1 year unless otherwise agreed. All items that exceed this time limit will be delivered and invoiced accordingly without warning to the Client.
12. Production and Delivery
Unless otherwise stated in writing, estimates are given and orders accepted upon the terms that delivery be ex-works and the price shall be net and exclusive of packing materials, cost of packing, handling, loading, transport or carriage. If the Client shall require delivery sooner than the normal time required for production the Client shall pay any extra cost of overtime or other additional cost incurred. In the case of goods to be supplied or work to be done by instalments, any objection by the Client to defects or default in relation to one instalment shall not affect the contract in respect of any further instalments or the due balance remaining under the contract. We may deliver a quantity of up to 10 percent greater or 10 percent less than the Client’s stipulated quantity without any liability whatsoever except that the price charged shall be for the delivered quantity at the unit rate applicable to the stipulated quantity. Delivery dates provided by the Company are estimates only and time shall not be of the essence unless expressly agreed in writing. Risk in goods supplied by the Company shall pass to the Client upon delivery.
13. Site Preparation and Installation
Where the Company provides signage installation or similar on-site services, the Client shall ensure that the installation site is fully prepared, safe and accessible for the Company to carry out the work. This includes ensuring that the installation area is clear of obstructions and that any surfaces, vehicles or structures are suitably prepared for installation where required. Where the Company encounters delays or additional work due to the site not being properly prepared, restricted access, unsuitable surfaces or other circumstances within the Client’s control, the Company reserves the right to charge the Client for any additional labour, preparation or rescheduling costs incurred. The Company shall not be responsible for delays caused by site conditions, access restrictions, weather conditions or other factors outside of the Company’s reasonable control.
14. Claims and Defects
Any complaints or claims as to quality or quantity of goods supplied or work done shall be made in writing within seven days of the delivery of such goods or the execution of such work. Otherwise there shall be no liability for any claims not so made within this period.
15. Client’s Materials and Risk
Client’s property when supplied will be held at Client’s risk. Every care will be taken to secure the best results where materials are supplied by the Client, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
16. Limitation of Liability
Nothing in these Terms and Conditions shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law. Subject to the above, the Company shall not be liable to the Client for any indirect or consequential loss, including but not limited to loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss of opportunity arising out of or in connection with the provision of the Services. Subject to the above, the Company’s total aggregate liability to the Client arising out of or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed one hundred and twenty five percent (125%) of the total fees paid or payable by the Client for the relevant order. The limitations and exclusions of liability set out in this clause shall apply to the fullest extent permitted by law.
17. Purchase Orders and Work Authorisation
Where the Client’s internal procedures require the issue of a purchase order, the Company may, at its discretion, proceed with the work where written confirmation of the order has been provided by the Client via email or other written communication. In such circumstances the Company shall be entitled to treat the Client’s written confirmation as authorisation to proceed with the work. The Company reserves the right to raise an invoice for the full value of the order once the work has been completed, regardless of whether a formal purchase order has been issued. The Client remains responsible for ensuring that any required purchase orders are issued in accordance with their internal procedures.
18. Intellectual Property
The Client is wholly responsible for the copyright on any artwork, pictures or graphics which they provide to be used on new artwork and/or printed goods. The Client shall indemnify us against all claims, actions, penalties, damages, costs and expenses for which we may become liable, or which we may incur through anything done by them in the execution of any contract with the Client involving a breach of any patent, registered design, trademark or copyright or any government or other regulation. All intellectual property rights in designs, artwork, concepts, creative materials and other work produced by the Company shall remain the property of the Company unless otherwise agreed in writing. Upon full payment of all invoices, the Client shall be granted a licence to use the final approved materials for their intended purpose. The Company reserves the right to display and reproduce completed work in its portfolio, website, marketing materials or promotional content unless otherwise agreed in writing.
19. Marketing and Advertising Services
Where the Company provides marketing, advertising, SEO, PPC or similar promotional services, the Company does not guarantee specific results, rankings, traffic levels, sales or other performance outcomes. The Company shall use reasonable skill and care in delivering such services, however the Client acknowledges that results may vary due to factors outside the Company’s control
including market conditions, search engine algorithms, competition and third-party platform policies.
20. Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control. Such circumstances may include, but are not limited to, acts of God, war, terrorism, civil unrest, strikes, labour disputes, fire, flood, severe weather, pandemics, government restrictions, failure of utilities, supply chain disruption, or the inability to obtain materials, labour or transport. Where such circumstances arise, the Company shall be entitled to suspend performance of its obligations for the duration of the event. If the event continues for a period exceeding sixty (60) days, either party may terminate the contract by providing written notice to the other, provided that the Client shall remain liable for payment for all work completed and costs incurred up to the date of termination.
21. Suspension or Cancellation
In the event of any contract (whether oral or written) between the Client and the Company being suspended or cancelled by reason of conditions arising from an act of God, war, strikes, lock-outs, national emergency, fire, flood, drought, shortage of fuel or power or any other cause beyond our control, we shall be entitled to payment for work done up to the date of such suspension or cancellation and for all materials purchased and sub-contracts placed relative to such contracts. If a Client ceases to pay his debts in the ordinary course of business or commits any act of bankruptcy then the Company shall, without prejudice to other remedies, have the right not to proceed further with the work or any other work for the Client and shall be entitled to charge for all work already carried out and materials purchased for the Client and such charge to be a debt immediately due to the Company.
22. Illegal or Infringing Content
The Company shall not be required to work on or in connection with any matter which in the Company’s opinion is or may be of an illegal or defamatory nature or an infringement of the proprietary rights or other rights of any third party. The Client shall indemnify the Company against and in respect of any action, claim, demand, damages, costs, charges or expenses arising from or incurred by reason of any defamatory matter contained in or otherwise relating to the brief or any alleged infringement by the Designer while engaged on or in connection with the brief of any letters patent, registered design, copyright, trademark or trade name protected in the United Kingdom. Such indemnity to extend to any amounts paid by the Company on legal advice in settlement of any such claim.
23. Payment Terms
Unless otherwise specified payment for orders shall be made within 30 days from the date of invoice. Save where the Client is not contracting in the course of a business nor holding himself out as doing so, the Company reserves the right to charge the amount of any value added tax payable whether or not included in the quotation. A 2.5% charge will be incurred for all credit card payments with the exception of Visa debit card. The Company may apply interest to all balances outstanding from the date of invoice. Such interest shall be calculated on a daily basis at a rate in accordance with Section 69 of the County Court Act 1984 at 8%. In the event of there being a necessity for the institution of legal proceedings for recovery of overdue monies then the full legal costs of recovery will be aggregated with the debt for which the proceedings will be instituted. The Company shall reserve the right to demand payment in advance. In the event of a dishonoured cheque the Company shall charge £30.00 to cover administration and bank costs. If the Client fails to make payment when due, the Company reserves the right to suspend any ongoing work or services until all outstanding invoices have been paid in full. The Client shall be responsible for any reasonable costs incurred by the Company in recovering overdue payments, including administrative costs, debt recovery charges and legal fees where applicable.
24. Suspension of Services for Non-Payment
Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to suspend the provision of Services where any invoice remains unpaid beyond the agreed payment terms. The Company shall not be responsible for any delays, costs or losses arising from such suspension. The Company may require payment of all outstanding invoices before resuming work.
25. Retention of Title
Any and all goods supplied by the Company remain the property of the Company until any and all sums of money owed by the Client have been paid in full. For all purposes the Client hereby grants to the Company an irrevocable lien on the goods until the price is paid and permits the Company access to recover the goods wherever they are situated. Without prejudice to the foregoing the Company may maintain an action against the Client for any loss and damage suffered in consequence of the Client’s failure to complete the contract or pay the price for the goods.
26. Updates to Terms and Conditions
The Company reserves the right to update or amend these Terms and Conditions from time to time where reasonably necessary. Where such updates materially affect the provision of Services, the Company will take reasonable steps to notify the Client. The most current version of the Terms and Conditions shall apply to all future orders placed with the Company following such updates.
27. Client Acknowledgement and Acceptance
By placing an order, approving a quotation, providing written instruction to proceed, or otherwise engaging the Company’s services, the Client confirms that they have read, understood and accepted these Terms and Conditions. These Terms and Conditions shall form the basis of the contractual relationship between the Company and the Client.
28. General Provisions
These Terms and Conditions shall apply to all contracts between the Company and the Client unless otherwise agreed in writing.
28. Governing Law and Jurisdiction
These Terms and Conditions and any contract between the Company and the Client shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms and Conditions or any contract formed between the parties.
