CONDUCTIVE TRANSFERS LIMITED
TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1 BASIS OF CONTRACT
1.1 The Quote and these T&Cs constitute the Contract between the Customer and Conductive Transfers to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2 The Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with clause 7, until 3 months after delivery of the Services when it shall terminate automatically without notice ("Term").
1.3 The Customer is responsible for ensuring that the information in the Quote and any applicable
Specification(s) submitted by the Customer are complete and accurate. For clarity, where a Specification contains artwork generated by Conductive Transfers, the Customer shall provide Conductive Transfers with written notice by email that the artwork is approved as a condition to the performance of the Services by Conductive Transfers (for clarity, no Customer signature is required in respect of this approval). Where the Customer requests any change to artwork, whether such artwork was provided by the Customer or provided by Conductive Transfers and agreed in writing by the Customer, such changes shall not come into effect until the parties have agreed in writing such changes and the effect of such changes on the Services, the timetable for the supply of the Services, the fees payable by the Customer and any other terms of the Quote.
1.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these T&Cs.
1.5 Except for any applicable Services Specifications, any samples, drawings, descriptive matter or advertising produced by Conductive Transfers and any descriptions or illustrations contained in Conductive Transfers' catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2 SUPPLY OF SERVICES
2.1 Conductive Transfers shall use commercially reasonable endeavours to supply the Services to the Customer in accordance with the Services Specification.
2.2 The Customer acknowledges that Conductive Transfers shall be under no obligation to start performing the Services until the Customer has paid Conductive Transfers' invoice(s) in full in respect of the Services in
accordance with clause 5, unless credit terms have been agreed by Conductive Transfers and confirmed in writing to the Customer.
2.3 Conductive Transfers shall use commercially reasonable endeavours to meet any performance dates specified in the Quote or Services Specification, as applicable, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.4 Conductive Transfers shall deliver any deliverables produced as a result of performance of the Services to the location set out in the Quote or such other location as the parties may agree ("Delivery Location") at any time after Conductive Transfers notifies the Customer that the deliverables are ready. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
2.5 Conductive Transfers reserves the right to amend the Services Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Conductive Transfers shall notify the Customer in any such event.
2.6 Although Conductive Transfers shall carry out the Services using reasonable care and skill and in accordance with the terms of this Contract, Conductive Transfers does not warrant that the Services or any deliverables created pursuant to the Services will achieve any particular outcome or result.
3 CUSTOMER OBLIGATIONS RELATING TO THE SERVICES
3.1 The Customer shall:
3.1.1 co-operate with Conductive Transfers in all matters relating to the Services;
3.1.2 if applicable, provide Conductive Transfers, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Conductive Transfers;
3.1.3 provide Conductive Transfers with such information and materials as Conductive Transfers may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
3.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
3.1.5 keep all materials, equipment, documents and other property of Conductive Transfers ("CT Materials") at the Customer's premises in safe custody at its own risk, maintain CT Materials in good condition until returned to Conductive Transfers, and not dispose of or use CT Materials other than in accordance with Conductive Transfers's written instructions or authorisation; and
3.1.6 if applicable, comply with any additional obligations as set out in the Services Specification.
3.2 Where the parties agree that the Customer will carry out the heat pressing of transfer circuits sent to it by Conductive Transfers, the Customer:
3.2.1 shall comply with Conductive Transfers' instructions regarding heat pressing; and
3.2.2 acknowledges and agrees that Conductive Transfers shall not be responsible for the results of such heat pressing and that Conductive Transfers shall have no liability in respect of any heat pressing carried out by the Customer.
3.3 If Conductive Transfers' performance of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
3.3.1 without limiting or affecting any other right or remedy available to it, Conductive Transfers shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Conductive Transfers' performance of any of the Services;
3.3.2 Conductive Transfers shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Conductive Transfers' failure or delay to perform the Services as set out in this clause 3.2; and
3.3.3 the Customer shall reimburse Conductive Transfers on written demand for any costs or losses sustained or incurred by Conductive Transfers arising directly or indirectly from the Customer Default.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived), and nothing in this Contract shall operate to transfer any Background Intellectual Property of one party to the other.
4.2 Any addition, modification or improvement, irrespective of the party generating or suggesting it, made to the Background Intellectual Property of a party pursuant to, or during the Term of, this Contract (“Improvement”) shall automatically become the property of the party owning the relevant Background Intellectual Property.
4.3 The Customer grants to Conductive Transfers a royalty- free non-exclusive non-transferable worldwide licence, for the duration of Conductive Transfers' provision of the Services, to use such Background Intellectual Property of the Customer as is necessary for Conductive Transfers' provision of the Services. For clarity, this includes the copyright in any artwork provided by the Customer to Conductive Transfers for the purpose of providing the Services.
4.4 In relation to any deliverables provided pursuant to the Services:
4.4.1 Conductive Transfers and its licensors shall retain ownership of all Intellectual Property Rights in the
deliverables, excluding any Customer Materials; and
4.4.2 Conductive Transfers grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the deliverables (excluding the Customer Materials) in its business.
5 PRICE AND PAYMENT
5.1 The price of the Services shall be the price set out in the Quote.
5.2 The prices set out in the Quote:
5.2.1 exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Conductive Transfers at the prevailing rate, subject to the receipt of a valid VAT invoice; and
5.2.2 exclude the costs and charges of packaging, insurance and transport of the deliverables, which shall be invoiced to the Customer.
5.3 Conductive Transfers may invoice the Customer for the Services on receipt of a signed Quote.
5.4 The Customer shall pay each invoice submitted by Conductive Transfers:
5.4.1 in accordance with the terms of the invoice, but where an invoice does not specify the payment terms, within 30 days of the date of the invoice;
5.4.2 in full and in cleared funds to a bank account nominated in writing by Conductive Transfers, and
5.4.3 time for payment shall be of the essence of the Contract. As set out in clause 2.2, the Customer acknowledges that Conductive Transfers shall be under no obligation to start performing the Services until the Customer has paid Conductive Transfers' invoice(s) in full in respect of the Services in accordance with this clause 5, unless credit terms have been agreed by Conductive Transfers and confirmed in writing to the Customer.
5.5 If the Customer fails to make a payment due to Conductive Transfers under the Contract by the due date, then, without limiting Conductive Transfers' remedies under clause 7, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, Customer bank charge, deduction or withholding (other than any deduction or withholding of tax as required by law).
6 LIMITATION OF LIABILITY
6.1 Conductive Transfers has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover Conductive Transfers has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
6.2 To the fullest extent permitted by law, any warranties, representations, conditions and other terms implied by statute or common law are excluded from this Contract.
6.3 The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
6.5 Subject to clause 6.4, Conductive Transfers' total liability to the Customer shall not exceed the amount paid or payable by the Customer to Conductive Transfers in respect of the Quote agreed between the parties in respect of Services.
6.6 Subject to clause 6.4, the following types of loss are wholly excluded loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential
6.7 This clause 6 shall survive termination of the Contract.
7.1 Without limiting its other rights or remedies, Conductive Transfers may terminate this Contract with immediate effect by giving written notice to the Customer if:
7.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
7.1.2 the Customer has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or it becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business
7.2 Without limiting its other rights or remedies, Conductive Transfers may suspend provision of the Services under the Contract if the Customer becomes subject to any of the events listed in clause 7.1.2 or Conductive Transfers reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for
7.3 Without limiting its other rights or remedies, Conductive Transfers may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
7.4 On termination of the Contract for any reason the Customer shall immediately pay to Conductive Transfers all of Conductive Transfers' outstanding unpaid invoices and interest and, in respect of Services rendered but for which no invoice has been submitted, Conductive Transfers shall submit an invoice, which shall be payable by the Customer immediately on receipt.
7.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination
7.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
8 FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.
9.1 Assignment and other dealings. Conductive Transfers may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Conductive Transfers.
9.2 Confidentiality. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3.
9.3 Each party may disclose the other party's confidential information:
9.3.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.2 and such disclosing party shall liable for the acts and omissions of its employees, officers, representatives, contractors, subcontractors or advisers as if they were the acts or omissions of such disclosing party; and
9.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.4 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
9.5 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
9.6 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.7 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this
clause 9.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the
9.9 Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the address specified in the Quote. Any notice or communication shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.9, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9.10 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
9.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
In these T&Cs, the following defined terms shall apply:
10.1 "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in
London are open for business.
10.2 "Background Intellectual Property" means, in respect of a party, any Intellectual Property owned by, licensed to or otherwise controlled by a party prior to the Effective Date or created or acquired after the Effective Date independently of the provision of Services under this Contract, which is relevant to the Services.
10.3 "Conductive Transfers" means Conductive Transfers Limited (registered in England and Wales with company number 10775169).
10.4 "Contract" means the Quote, any Services Specification (if applicable) and these T&Cs between Conductive Transfers and the Customer for the provision of the Services.
10.5 "Customer" means the party named on the Quote.
10.6 "Customer Materials" means all documents, information, items and materials in any form (whether owned by the Customer or a third party), which are provided by the Customer to Conductive Transfers in connection with the Services, excluding the Services Specification (if any).
10.7 "Delivery Location" means the location set out in the Quote or such other location as the parties may agree from time to time.
10.8 "Effective Date" is the date on which the Customer signs the Quote.
10.9 "Force Majeure Event" means an event, circumstance or cause beyond a party's reasonable control.
10.10 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
10.11 "Quote" means the quote or proposal generated by Conductive Transfers setting out the services,
deliverables, fee(s) and any other relevant details, and signed by both parties.
10.12 "Services" means the services set out in the Quote.
10.13 "Services Specification" means the description or specification of the Services provided in writing by
Conductive Transfers to the Customer.
10.14 "T&Cs" means the terms and conditions set out in this document as amended from time to time in accordance with clause 9.6.
Conductive Transfers Limited. Registered in England No: 10775169 VAT No: GB 287593150
Unit 4, Shortwood Business Park, Shortwood Court, Barnsley, South Yorkshire, S74 9LH, UK