2. Price
In the case of bespoke Work, estimates and quotations of prices which form part of the Contract are based on Rapiergroup Ltd's current costs of productions and, unless otherwise agreed, are subject to amendment prior to or during the course of the Contract to meet any rise or fall in such costs. Any agreement to the Price must be in writing.
3. VAT
Rapiergroup Ltd reserves the right to charge the amount of any Value Added Tax payable on the Price, whether or not this is included on any estimate, quotation or invoice.
4. Proofs
In the case of bespoke Work, Rapiergroup Ltd may submit proofs or, if the Work consists of computer software, test programs of the Work for the Customer's approval. Rapiergroup Ltd will incur no liability to the Customer for any errors not corrected by the Customer in respect of any proofs or test programs which have been submitted for approval. Any additional costs incurred by Rapiergroup Ltd which arise out of a failure by the Customer to timeously identify errors in proofs or test programs may be charged to the Customer by Rapiergroup Ltd over and above any estimate or quotation and shall be added to the Price.
5. Payment
(a) All invoices are payable within 30 days of the invoice date.
(b) The Customer shall not be entitled to withhold payment of any amount properly payable under the Contract on account of any disputed claim by the Customer in respect of other goods or services provided by Rapiergroup Ltd or any alleged breach of the Contract, or any other contract between the Customer and Rapiergroup Ltd. The Customer shall not be entitled to set-off or otherwise deduct from any amount properly payable to Rapiergroup Ltd any monies which are allegedly due from Rapiergroup Ltd to the Customer.
(c) Interest at the rate of 5% per annum (calculated on a daily basis and compounded annually) above the base rate from time to time of the Royal Bank of Scotland plc is chargeable on all monies due and payable by the Customer to Rapiergroup Ltd after the time period for payment has passed.
6. Delivery
While Rapiergroup Ltd will endeavour to meet any delivery dates required in terms of the Contract, Rapiergroup Ltd does not guarantee that the Work shall be delivered by such date and shall not be liable for any failure to meet such a delivery date. Where delivery is made otherwise than at the Customer's premises, Rapiergroup Ltd will not be liable for any damage or shortage in transit unless it shall have received written notice thereof within 3 days of delivery and Rapiergroup Ltd shall not be liable for any non-delivery unless written notice thereof is received within 7 days from the date of dispatch of the Work.
7. Risk
Risk of damage to or loss of the Work shall pass to the Customer;
(a) in the case of Work to be delivered at Rapiergroup Ltd's premises, at the time when Rapiergroup Ltd notifies the Customer that the Work is available for collection, or
(b) in the case of Work to be delivered otherwise than at Rapiergroup Ltd's premises, at the time of delivery, or, if the Customer wrongfully fails to take delivery of the Work, at the time when Rapiergroup Ltd has tendered delivery of the Work.
8. Title
Title to and property (but excluding copyright for which see paragraph 14 of these terms and conditions)in the Work (or the final version of Work which is bespoke Work) shall pass to the Customer only when the Customer has paid to Rapiergroup Ltd the full amount outstanding in respect of the Contract or when Rapiergroup Ltd serves written notice upon the Customer specifying that such title and property has passed, whichever shall be the earlier and the Customer shall permit any officer, employee, representative or agent of Rapiergroup Ltd to enter on to the Customer's premises and to repossess the Work at any time prior thereto.
9. Loss
Rapiergroup Ltd shall not be liable for any indirect or consequential loss to the Customer arising from claims by third parties occasioned by errors in carrying out the Work or by a delay in delivery. This includes loss of revenue, profit, business, goodwill or anticipated savings.
10. Rapiergroup Ltd's property
Al materials (including films, slides, discs, CD-Rom, tapes etc.) acquired by or owned by Rapiergroup Ltd and used by them in the process of producing the Work (and Work in progress) shall remain Rapiergroup Ltd's exclusive property save that any materials supplied by the Customer shall remain the Customer's property.
11. Customer's Property
Customer's property supplied to Rapiergroup Ltd either by the Customer direct or by a third party on behalf of the Customer shall be held by Rapiergroup Ltd at the Customer's risk. Rapiergroup Ltd will not accept responsibility for loss, damage to, or destruction of the Customer's property unless the Customer specifically request that special arrangements are made by Rapiergroup Ltd to secure the Customer's property while it is in Rapiergroup Ltd's possession. If required, and at the Customer's expense, Rapiergroup Ltd will, in consultation with the Customer, arrange insurance in respect of the Customer's property. Rapiergroup Ltd will not accept responsibility for any faults in the Work caused by defects in or the unsuitability of materials or equipment specifically requested by the Customer to be used in connection with the production of the Work, and/or supplied by or on behalf of the Customer.
12. Customer's Insolvency
If the Customer ceases to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, or being a company is deemed to be unable to pay its debts or has a winding up petition presented against it or, being a person makes any composition or arrangement with his creditors or becomes insolvent or apparently insolvent or has appointed to his estate a trustee in sequestration, (or if Rapiergroup Ltd has reasonable grounds for believing that any of the foregoing events is likely to happen) Rapiergroup Ltd, without prejudice to other remedies, shall:-
(i) have the right not to proceed with the Contract or any other Work for the Customer and be entitled to charge for work already carried out and services already provided; and
(ii) in respect of all unpaid debts due from the customer to Rapiergroup Ltd, have a general lien on all Work (and Work in progress) and property in Rapiergroup Ltd's possession and shall be entitled on 14 days' notice to dispose of such work or property in such manner and at such price as Rapiergroup Ltd thinks fit and to apply the proceeds of such sale towards such debts.
13. Copyright - Third Party Rights
(a) Rapiergroup Ltd shall have the right not to produce any Work which in its opinion is, or may be, of an illegal or defamatory nature of a similar nature, or which may give rise to an infringement of the proprietary or other rights (including copyright, patent, design, trademark or any other proprietary or personal rights) of any third party.
(b) The Customer hereby agrees to indemnify and keep indemnified Rapiergroup Ltd against any claims, costs and expenses arising out of
(i) any illegal, defamatory or similar matter contained in any material supplied by or on behalf of the Customer and/or specifically requested by the Customer which forms part of and/or is contained in the Work or (ii) any infringement of any third party proprietary or personal right in connection with the use or distribution of the Work by the Customer.
(c) Each party to the Contract hereby agrees to indemnify and keep indemnified the other against any claims, costs and expenses suffered as a result of any claims or proceedings against the other, regarding copyright or any other intellectual property rights entered by a third party, resulting from the use of any material, documentation or information supplied by that party to the other.
14. Copyright - Ownership
(a) The copyright of all drawings and documents supplied to Rapiergroup Ltd by the Customer are deemed to be the property of the Customer. All documents, drawings, software files, programs, art work etc. produced by Rapiergroup Ltd or the purpose of fulfilling its obligations under the Contract (and all intellectual property rights therein of whatever nature) shall be owned by Rapiergroup Ltd.
(b) In the case of Work which is not computer software based, the Customer shall have a non exclusive royalty free licence to use all copyright material contained in the Work without limit in point of time and for all purposes throughout the world save that the Customer shall have no entitlement to copy, modify or alter the Work (and shall not permit third parties to make such copies, modifications or alterations) without Rapiergroup Ltd's prior written consent.
(c) In the case of all other Work ("Software Work") the Customer shall have a non exclusive royalty free licence to use all copyright material contained in the Work upon and subject to the following terms of this paragraph 14.
(d) The licence referred to in paragraph 14(c) ("the Licence") permits:
(i) use of the Software Work by the Customer is subject always to the provisions and prohibition contained in paragraph 14(e); and
(ii) the making of one copy of the Software Work by the Customer for back-up purposes only, which copy must reproduce and include Rapiergroup Ltd's copyright notice.
(e) The Licence prohibits (without the prior written consent of Rapiergroup Ltd):
(i) The use of the Software Work on any computer, system or net work which permits electronic access to the Software Work by more than one user at a time;
(ii) Modifying, adapting, merging, translating, decompiling, disassembling or reverse engineering the Software Work, expect to the extent that the applicable law provides that such cannot be prohibited.
(iii) the sale, assignation, rental, sub-licensing, loan, mortgage, charge or other dealing in any way in the Software Work or its accompanying documentation or any interest in them or under the Licence except where the Software Work in question is provided to the Customer in packaging containing a shrink wrap licence for onward provision to end users in which case the Customer can provide the Software Work to third parties on the terms of the said shrink wrap licence but not otherwise.
(iv) copying of the Software Work other than as permitted in paragraph 14(d)(ii).
(f) Unless terminated under (g) below the Licence shall last without limit in point of time.
(g) The Licence shall terminate automatically if any of its terms are breached whereupon Software Work and its accompanying documentation shall be destroyed and copies of the Software Work under the Customer's control and stored on any medium shall be erased
15. Warranties
(a) Whilst the contents of all Software Work have been checked for operation on as many Macintosh and PC compatibles as reasonably possible, the failure of any part, or the whole, of the Work, to be compatible with the Customer's hardware or software systems, and any damage resulting from such failure, shall not give rise to any right or claim against Rapiergroup Ltd.
(b) In the case of bespoke Work, it will be the sole responsibility of the Customer to satisfy itself prior to the approval of any proof of such a Work that the final version of the Work will meet its requirements and any failure to meet these requirements after such approval has been given shall not give rise to any right or claim against Rapiergroup Ltd.
(c) Whilst reasonable care has been taken to ensure the accuracy and completeness of any Work (or, in the case of bespoke Work, the final version of the Work) supplied pursuant to the Contract, Rapiergroup Ltd make no representations or warranties that the Work is free from errors or omissions.
(d) Whilst reasonable care has been taken to exclude viruses, trojans and variants, no warranty is given by Imagesenter that any Work is virus-free. The Customer shall be responsible for ensuring that no virus is introduced to any computer or network and shall not hold Rapiergroup Ltd responsible.
16. Sub-Contracting
Rapiergroup Ltd may perform any of its obligations or exercise any of its rights under the Contract by itself or through any sub-contractor provided that any act or omission of any such sub-contractor shall be deemed to be the act or omission of Rapiergroup Ltd.
17. Notices
Any notices to be given by either party may be given by delivery or by sending the same by recorded delivery post addressed to the others last known address or by facsimile transmission to the other parties last know facsimile number. A notice shall be deemed to have been received, in case of delivery, a the time of delivery, in the case of recorded delivery post, upon the expiry of 48 hours from the time the same was properly addressed and, in the case of facsimile transmission upon transmission.
18. Governing Law/Jurisdiction
The Contract shall in all respects be governed by and construed in accordance with the law of Scotland and Rapiergroup Ltd and the customer , and in so far as not subject thereto, prorogate, by virtue of their acceptance of these terms and conditions, the non-exclusive jurisdiction of the Court of Session and the Sheriff Court of Lothian and Borders at Edinburgh.
All policies stated herein are subject to change at Rapiergroup Ltd’s sole discretion. Customer shall be responsible for adhering to any new policies implemented by Rapiergroup Ltd. Rapiergroup Ltd reserves the right to notify Customer, from time to time, or otherwise post the changes, modifications or additions to the Policy, Terms and Conditions, and all other agreements on the DataPeer’s web site.