1.1 In these Conditions:

"Client” means the person, firm or company whose order or request for Work is accepted by Navigate Design

"Conditions” mean the standard terms and conditions set out in this document

"Contract” means all agreements for the supply and sale of Work from time to time entered into between Navigate Design and the Client

 "Work” means the services and goods, as the case may be, which Navigate Design is to supply and sell in accordance with these Conditions

1.2 Any references in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation

1.4 In these Conditions references to the singular include the plural and vice-versa

 

2.1 Navigate Design shall supply and sell and the Client shall purchase the Work in accordance with any written order or request of the Client which is accepted by Navigate Design subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions or oral arrangements

2.2 No variation to these Conditions shall be binding unless agreed in writing between an authorised representative of the Client and Navigate Design

2.3 Navigate Design’s employees or agents are not authorised to make any representations concerning the Work unless confirmed by an authorised representative of Navigate Design in writing.  In entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed

2.4 The Client acknowledges that Navigate Design’s publicity material, quotations, estimates and other written information are only general descriptions of the work available and prices therefore and are subject to correction without any liability on the part of Navigate Design and shall not form part of the Contract nor be considered a collateral warranty or representation inducing the Client to enter into a Contract

 

3.1 No order for Work submitted by the Client shall be deemed to be accepted by Navigate Design unless and until confirmed in writing by an authorised representative of Navigate Design

3.2 The Client shall be responsible to Navigate Design for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client and for giving Navigate Design all necessary, relevant and accurate particulars and information relating to the Work within a sufficient time to enable Navigate Design to perform the Contract.  Navigate Design shall not be liable for any damages, losses, costs, expenses or other claims whatsoever incurred by the Client which are due to any error or omission in any particulars and information supplied to Navigate Design by the Client

3.3 The quantity, quality and description of and any specification for the Work shall be those set out in Navigate Design’s written acceptance of order

3.4 No order which has been accepted by Navigate Design may be cancelled by the Client except with the agreement in writing of an authorised representative of Navigate Design and on terms that the Client either indemnifies Navigate Design in full against all loss (including loss of profits), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Navigate Design as a result of cancellation or the payment of the rejection fee where this is expressed in Navigate Design’s written acceptance of order

 

4.1 Estimates of the price for the Work are based on the then current cost of production and, subject to these Conditions, shall be valid for 30 days from the date of the estimate after which time the price may be subject to amendment

4.2 Subject as hereinafter stated the price and terms of payment for the Work shall be as set out in Navigate Design’s written acceptance of order

4.3 Notwithstanding the foregoing, Navigate Design reserves the right at any time to charge additional charges to the Client to reflect any increases in Navigate Design’s costs relating to the Work which is due, but without limitation, to any factor beyond Navigate Design’s control or is due to corrections to proofs, artwork or disks at the Client’s request or increases in paper, materials or other costs of production or are due to significant project management charges

4.4 Value Added Tax and all other taxes, tariffs and surcharges now or hereafter levied or imposed in respect of the Work shall be borne by the Client and except as may otherwise be stated in writing by an authorised representative of Navigate Design to the Client are additional to any other price quoted

4.5 Unless otherwise specified the price stated by Navigate Design is for delivery of the Work to the Client’s address as set out in Navigate Design’s written acceptance of order.  A charge may be made to recover any extra costs involved for delivery to a different address

4.6 Should expedited delivery be agreed an extra charge may be made to cover any overtime or any additional costs involved

4.7 Except as otherwise specified by Navigate Design in writing payment for the supply and sale of Work or part thereof shall be due in full within thirty days of the issue of Navigate Design’s invoice.  In the event of any payments becoming overdue Navigate Design shall be entitled to charge interest (both before and after judgment) on the amount remaining overdue from time to time at the rate of 3% per month and proportionately for any lesser period calculated from the date when the payment becomes due (whether or not demanded) until the overdue amount is paid in full.  Navigate Design reserves the right to suspend further deliveries or performance of Work and to cancel allowance of further credit in the event of any payment not being made when due or if Navigate Design at its discretion at any time considers the financial circumstances of the Client have ceased to justify the terms allowed

4.8 Should Work be suspended at the request of or delayed through any default of the Client for a period of thirty days Navigate Design shall be entitled to payment for Work already carried out, materials specially ordered and other additional costs including storage

4.9 The Client shall not be entitled to withhold, suspend or set-off payment for Work for any reason whatsoever

 

5.1 Any dates quoted for delivery of Work by Navigate Design are approximate only and Navigate Design shall not be liable for any delay in the delivery of the Work howsoever caused.  Time for delivery shall not be of the essence unless previously agreed in writing between an authorised representative of the Client and Navigate Design.  Navigate Design shall use its best endeavours to notify the Client of any rescheduled date for delivery at the earliest opportunity

5.2 Where Work is to be delivered in installments, each delivery shall constitute a separate contract and failure by Navigate Design to deliver any one or more of the installments or any claim by the Client in respect of any one or more installments shall not entitle the Client to treat the Contract as a whole as repudiated or entitle the Client to reject the balance of the installments ordered by the Client

 

6.1 Client’s property and all property supplied to Navigate Design by or on behalf of the Client will be held, worked on and carried at the Client’s risk.  Clients are advised to ensure that appropriate insurances are maintained in respect of this risk.  Navigate Design will insure such property if requested to do so by the Client but the cost of such insurance shall be payable by the Client

6.2 Where materials are supplied or specified by the Client Navigate Design will take every care to ensure the best results but cannot accept responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified

6.3 Navigate Design will when requested by the Client in writing treat material and information supplied to it or by or on behalf of the Client as confidential

 

7.1 Risk of damage to or loss of Work shall pass to the Client at the time of delivery of the Work to the Client or, if the Client wrongfully fails to take delivery of the Work, at the time when Navigate Design has tendered delivery of the Work

7.2 Notwithstanding delivery and passing of risk in the Work, or any other provisions of these Conditions, no property, intellectual property right (including any patent, copyright, design, trade mark or other industrial or intellectual property right) or title to the Work or images and information created by Navigate Design in relation to the Work including, but without limitation, images created and transferred on to disk by Navigate Design, shall pass to the Client until all sums due or owing by the Client to Navigate Design on any account have been paid

7.3 Until such time as the property in the Work passes to the Client, the Client shall keep the Work separate from those of the Client and third parties and properly stored, protected and insured and identified as Navigate Design’s property

7.4 Until such time as the property in the Work passes to the Client and all sums due or owing by the Client to Navigate Design on any account have been paid, Navigate Design shall be entitled at any time to require the Client to deliver up the Work to Navigate Design and, if the Client fails to do so forthwith, to enter upon any premises of or under the control of the Client where the Work is stored and repossess the Work at the Client’s expense.  The Client shall permit Navigate Design’s employees or agents to enter upon such premises for the purpose of repossessing the Work or any part thereof.  Nothing in this condition shall confer any right on the Client to return any Work or to refuse or delay payment therefore.

7.5 Demand for or recovery of the Work by Navigate Design shall not of itself discharge either the Client’s liability to pay the whole of the price and take delivery of the Work or Navigate Design’s right to sue for the whole of the price

 

8.1 The Client acknowledges that, otherwise than in accordance with these Conditions, it shall not acquire any rights in respect of and shall not disclose or use any copyright, design, trade mark, trade name, patent or other industrial or intellectual property used or owned by Navigate Design in respect of the Work without Navigate Design’s prior written consent

8.2 No intellectual property right (including any patent, copyright, design, trade mark or other industrial or intellectual property right) or title to the Work or images and information created by Navigate Design in relation to the Work including, but without limitation, images created and transferred on to disk by Navigate Design, shall pass to the Client until all sums due or owing by the Client to Navigate Design on any account have been paid

8.3 If any process is to be applied to the Work by Navigate Design in accordance with a specification submitted by the Client, the Client shall indemnify Navigate Design against all losses, damages, costs and expenses awarded against or incurred by Navigate Design in connection with or paid or agreed to be paid by Navigate Design in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Navigate Design’s use of the Client’s specification

 

9.1 Subject as expressly provided in these Conditions, and except where Work is supplied or sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 or any statutory or regulatory amendment, replacement or modification thereof), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law except that Navigate Design warrants that it will perform the Work with all reasonable skill and care

9.2 Where Work is supplied or sold under a consumer transaction the statutory rights of the Client are not affected by these Conditions

9.3 Navigate Design does not exclude or restrict any legal liability it may have for death or personal injury resulting from the negligence of Navigate Design, its employees, agents or sub-contractors

9.4 Any claim that the Work has not been performed with all reasonable skill and care or that any goods forming part of the Work are defective shall (whether or not delivery is refused by the Client) be notified to Navigate Design in writing within ten days from the date of delivery of the Work to the Client ("the Claim Period”).  If the Client does not notify Navigate Design accordingly, the Client shall not be entitled to reject the Work and Navigate Design shall have no liability for such failure or defect, and the Client shall be bound to pay the price as if the Work had been delivered in accordance with the Contract

9.5 In the event of the Client becoming aware of a claim during the Claim Period the Client shall promptly supply Navigate Design with written details of Navigate Design’s failure to perform the Work with all reasonable skill and care or defect in the goods forming part of the Work, use its best endeavours to provide all information and particulars necessary to enable Navigate Design to verify the notified details and to ascertain the nature and reason for the failure or defect and shall afford Navigate Design all necessary facilities for making good the failure or defect

9.6 Where any valid claim is notified to Navigate Design in accordance with these Conditions, Navigate Design shall be entitled

9.6.1 In the case of the sale of goods contained in the Work: to repairing or at Navigate Design’s option supplying on an exchange basis replacements for any goods or part or parts thereof free of charge or, at Navigate Design’s sole discretion, refund to the Client the price of the goods contained in the Work (or a proportionate part of the price)

9.6.2 In the case of the supply of services contained in the Work:  to the reperformance by Navigate Design of the services or part or parts thereof shown by the Client to be deficient free of charge or, at Navigate Design’s sole discretion, to refund to the Client the price of the services contained in the Work (or a proportionate part of the price)

and, in such cases, Navigate Design shall have no further liability to the Client

9.7 Except in respect of death or personal injury caused by Navigate Design’s negligence, Navigate Design shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Navigate Design, its employees or agents or otherwise) which arise out of or in connection with the supply or sale of Work or their use or resale by the Client except as expressly provided in these Conditions

9.8 Navigate Design shall be under no liability whatsoever for any loss or damage resulting from erroneous information or lack of information supplied by the Client as to the Client’s requirements in relation to the specification or use of the Work or any defect or deficiency in the Work caused in whole or in part by the Client or the Client’s employees, agents or servants or any third party

9.9 Navigate Design shall be under no liability whatsoever to repair, replace or make good any loss which results from defects or depreciation caused by damage in transit in circumstances outside Navigate Design’s reasonable control, fair wear and tear, wilful damage, accidents, neglect, misuse, dampness, abnormal temperature or other conditions or circumstances beyond Navigate Design’s reasonable control

9.10 Navigate Design shall not be liable in respect of any loss or damage of whatsoever kind or howsoever caused, whether by reason of the negligence of Navigate Design, or otherwise, to premises, plant or other physical property

9.11 Navigate Design shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Navigate Design’s obligations in relation to the Work if the delay or failure was due to any cause beyond Navigate Design’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Navigate Design’s reasonable control:

9.11.1 Act of God, explosion, flood, tempest, fire or accident;

9.11.2 theft by a third party;

9.11.3 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

9.11.4 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

9.11.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Navigate Design or of a third party);

9.11.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

9.11.7 power failure or breakdown in machinery

Navigate Design undertakes however, to make every reasonable endeavour within its power to overcome difficulties arising in connection therewith and reserves the right to cancel, suspend or vary its obligations under the Contract and in the event of shortages of materials or of available resources for their production, storage or delivery Navigate Design reserves the right to allocate as it may think fit its available resources between Clients with whom it has contractual obligations and shall not be obliged to purchase goods from third parties or procure services from others to make good such shortages or performance

9.12 If, notwithstanding the foregoing provisions, Navigate Design shall in any circumstances whatsoever be held legally liable to the Client then the Client’s sole rights of redress against Navigate Design shall be limited to a claim for damages the total amount of which shall in no circumstances exceed the amount received by Navigate Design for the Work and Navigate Design shall be under no liability if the total price for the Work has not been paid by the due date for payment

 

10.1 If the Client makes any composition or arrangement with creditors or, being a company, goes into liquidation whether voluntary or compulsory or being an individual or firm, if he or any partner commits any act of bankruptcy or if a receiver is appointed in respect of any assets of the Client or if the Client fails to duly pay for any Work or comply with any other requirement under the Contract or if Navigate Design considers in its absolute discretion that the financial circumstances of the Client do not justify any payment or credit terms or arrangements previously agreed, Navigate Design may at its option either require payment in cash before despatch of Work remaining to be delivered or the performance of Work remaining to be performed or may cancel further deliveries or Work without prejudice to any other rights or remedies of Navigate Design and the Client shall remain liable for completed and partially completed deliveries and Work

10.2 Without prejudice to the generality of the foregoing Navigate Design shall in respect of all unpaid debts due from the Client have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of fourteen days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds against such debts

 

Proofs and artworks of Work may be submitted for the Client’s approval. Navigate Design shall incur no liability for any errors not corrected by the Client in proofs or artworks submitted whether or not such proofs or artworks are returned or signed-off by the Client. Client’s alteration to proofs and artwork and additional proofs and artwork necessitated thereby shall be charged extra. When design, layout, typematter, text, copy, photographs, illustrations, artwork, computer layouts/proofs, technical work on the web, image transfer, any associated computer activities or printing decisions are left to Navigate Design’s judgement, any changes therefrom made by the Client shall have an additional charge

 

12.1 It shall be the responsibility of the Client to determine the suitability of the Work for its intended purpose and its compliance with all applicable laws, regulations, codes and standards and the Client assumes all risks pertaining thereto

12.2 Navigate Design shall not be required to print or reproduce any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party

12.3The Client agrees to indemnify Navigate Design against any loss, damage, costs, claims, legal costs or expenses whatsoever incurred by Navigate Design in respect of any liability established against Navigate Design by a third party arising out of or in connection with the Contract which shall include but not be limited to any claim whether in respect of any libellous matter or any infringement of copyright, patent, design or any other proprietary or personal rights contained in any material printed or reproduced for the Client, or otherwise.

 

The Contract for the design and printing of a periodical or monthly publication may not be terminated by either party unless thirteen weeks notice in writing is given. Notice may be given at any time but whenever possible should be given after completion of Work on any one issue. Nevertheless, Navigate Design may terminate any such Contract forthwith should any sum due thereunder remain unpaid

 

Clients shall not assign or otherwise transfer any Contract or any part thereof or any benefit or interests therein or thereunder without the prior written consent of an authorised representative of Navigate Design. Any such attempted assignment or transfer by the Client without the written consent of Navigate Design is void

 

If any term or condition herein or part thereof is held to be invalid for any reason by any court or competent authority it is to that extent to be deemed removed from these Conditions without prejudice to the validity or other effectiveness of the remaining terms and conditions contained in these Conditions

 

Notices to be served in accordance with these Conditions shall be delivered personally or sent by first-class recorded delivery post to the registered office, trading address or personal address of the party to be served. Notices delivered personally shall be deemed to be served on delivery and notices sent by post shall be deemed to be served forty-eight hours after posting

 

Failure by Navigate Design to execute or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter

 

The Conditions shall be governed by the laws of England and the English Courts shall have jurisdiction in respect of any dispute arising out of these Conditions and the parties hereby submit to such jurisdiction

 

• are valid for 30 days

• exclude VAT

• exclude delivery

• are subject to sight of client files, images and materials

• are based upon 30% payment on order, then monthly invoicing/30 day terms

• exclude authors’ corrections, which are chargeable unless otherwise agreed

• are based on the client owning or taking responsibility for checking copyright to any material submitted

• include a charge of £40 per image for Navigate-supplied photography