The following information outlines our terms & conditions of business.
1. Conditions Applicable
1.1 These conditions shall apply to all design or consultancy services or for the sale of goods by Binding Digital Ltd to or for the customer to the exclusion of all other terms and conditions including any terms and conditions which the customer may purport to apply under any purchase order confirmation of order or similar document.
1.2 All requests for design or consultancy services or orders for goods shall be deemed to be an offer by the customer to purchase those services or goods pursuant to these conditions.
1.3 Acceptance of delivery of any draft or published designs, advice pursuant to the consultancy or delivery of goods shall be deemed conclusive evidence of the customer’s acceptance of these conditions.
1.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall have no effect unless agreed in writing by Binding Digital Ltd.
2. The Price And Payment
2.1 The price shall be the price quoted by Binding Digital Ltd.
2.2 Payment of the price shall be due within 14 days of the date of the invoice (unless stated otherwise on individual invoices). Time for payment shall be of the essence.
2.3 Interest on overdue invoices & returned payments shall accrue from the date when payment becomes due from day to day until the date of payment at 2.5% over NatWest Bank base rate per calendar month both before and after any judgement.
2.4 If the customer fails to make any payment on the due date then without prejudice to any other rights Binding Digital Ltd may suspend or cancel deliveries of any designs or other articles due to the customer.
2.5 Binding Digital Ltd operate a 50% initial up front payment on all invoices. Once this amount has been deposited we will commence work on the contracted job. On completion of the work carried out, the balance of the job shall be paid within 14 days of the invoice date.
3. Intellectual Property
Subject to any agreement to the contrary (which shall be evidenced in writing pursuant to clause 1.4 hereof) all vested contingent and future rights of copyright and all rights in the nature of copyright design right or other intellectual property including all accrued rights of action and all other rights of whatever nature in and to any designs by Binding Digital Ltd whether now known or in the future created to which Binding Digital Ltd is now or may at any time hereafter be entitled shall as between the parties be the property of Binding Digital Ltd.
4. Draft Designs
Draft designs artwork and visuals of any kind (“the designs”) submitted by Binding Digital Ltd to the customer for approval remain the property of Binding Digital Ltd. Where the designs have been submitted in computer-readable format (“the format”):
The following conditions apply:
use of the format will be limited to one computer – the computer must be under the customer’s control
transfer of the format from one computer to another is strictly prohibited
the making up of backup or other copies of the format is strictly prohibited
use of the format shall be limited to the purposes of approving the design or designs contained in it
transfer of the format on a permanent basis to another person is strictly prohibited
the distribution rent loan lease sub-license or other dealing in the format is strictly prohibited.
5. Retention Of Title
5.1 Title to any goods shall be at the customer’s risk as from delivery.
5.2 In spite of delivery having been made property in the goods shall not pass from Binding Digital Ltd until:
5.2.1 the customer shall have paid the price in full and
5.2.2 no other sums whatever shall be due from the customer to Binding Digital Ltd
5.2.3 until property in the goods passes to the customer in accordance with the preceding clause the customer shall hold the goods and each of them on a fiduciary basis as bailee for Binding Digital Ltd.