Terms and Conditions
1.1. In these Terms and Conditions the following definitions apply:
|“LIM CONCEPTS”||means LIM CONCEPTS LTD or any of its subsidiaries or Partners providing related goods and services;|
|“Partner”||means an authorised partner of LIM CONCEPTS LTD who provides LIM CONCEPTS LTD goods and services, bound by a Partner agreement;|
|“Customer”||means the individual or company to whom the invoice is addressed;|
|“Service”||means the goods or services specified in the Proposal;|
|“Proposal”||means the order form completed and signed by the Customer; this Proposal may refer to supporting documentation providing detail and scope for the project.|
|“Deliverable”||means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document or a consultation meeting.|
|“Purchase Price”||means the price for Service as detailed in the Proposal;|
|“Business Day”||means any day which is not a Saturday, Sunday or a bank or public holiday in England;|
|“Confidential Information”||for each party the terms of this agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers,
customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its
representatives or advisers whether before, on or after the date of this agreement;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and visa versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b) any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1. Any notice or other communication pursuant to this agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this agreement, by fax or subject to the provisions of clause 2.2 by email. All such notices or demands shall be deemed to have been received:
2.1.1. in the case of pre-paid first class post two Business Days after posting; and
2.1.2. in the case of fax, at the time of transmission, provided that if receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice or demand shall be deemed to have been received at 9am on the next Business Day.
2.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
3. Acceptance of the Proposal
3.1. LIM CONCEPTS shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.
3.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
3.3. The Customer shall return the signed Proposal by letter, fax or email as described in clause 2. Upon receipt of this order acknowledgement, a contract shall be created between LIM CONCEPTS and the Customer for the supply of the Service.
3.4. By purchasing the Service, the Customer acknowledges that it has read these Terms and Conditions, understands them and agrees to be bound by them.
4. Payment Terms
4.1. For printing and physical goods, unless otherwise stated in the Proposal, the Purchase Price shall be payable to LIM CONCEPTS on receipt of the order acknowledgement.
4.2. For ad-hoc project work consisting of a single deliverable, unless otherwise stated in the Proposal, the Purchase Price shall be payable to LIM CONCEPTS on receipt of the order acknowledgement.
4.3. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Purchase Price shall be payable to LIM CONCEPTS by the first working day of the month, in advance of the work to be carried out.
4.4. For project work consisting of multiple deliverables, unless otherwise stated in the Proposal, the Purchase Price shall be payable to LIM CONCEPTS as follows:-
4.4.1. 50% non-refundable deposit payable on receipt of the order acknowledgement; and
4.4.2. 25% upon the approval of the initial concept document.
4.4.3. 25% upon final completion / delivery / sign-off.
4.5. Prior to each payment, LIM CONCEPTS shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.
4.6. LIM CONCEPTS is not obliged to carry out any work related to a Proposal before an invoice has been issued and payment has been duly received. In the event that any preliminary work is carried out prior to receipt of the payment and the order is then cancelled, LIM CONCEPTS will invoice the Customer for this work.
4.7. The Purchase Price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to LIM CONCEPTS as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
4.8. All payments shall be paid in full without setoff, deduction or counterclaim whatsoever.
5. Variations to Pricing
5.1. Where the Proposal includes design work, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by LIM CONCEPTS in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
5.2. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal.
5.3. LIM CONCEPTS reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by LIM CONCEPTS in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
5.4. LIM CONCEPTS reserve the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Customer’s express written agreement.
5.5. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. LIM CONCEPTS reserves the right to increase the price of any work outstanding after that period.
5.6. If payment is not made on the due date, interest may be charged pursuant to the Late Payment Act of Commercial Debts (Interest) Act 1998, to recover interest and all costs involved in recovering outstanding monies.
6.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of LIM CONCEPTS, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer according to clause 2.
6.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 3 months notice in writing according to clause 2.
6.3. Unless otherwise stated in the proposal or subject to clause 6.1 and clause 6.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to LIM CONCEPTS of such amount as may be necessary to meet the costs incurred to LIM CONCEPTS up to the date of cancellation and to indemnify LIM CONCEPTS against all loss resulting from the said cancellation.
6.4. The Customer shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition. Any changes or amendments to the signed Proposal will not be agreed without discussion and mutual consent.
6.5. LIM CONCEPTS shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
7. Refund Policy
7.1. We do not provide refunds.
7.2. You can easily cancel your subscription at any time. There are no cancellation fees, though no refunds are provided for prorated periods.
8. Compliance and Intellectual Property Rights
8.1. It is the responsibility of the Customer to ensure ensuring that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to
indemnify LIM CONCEPTS against any costs arising from the use or misuse of the deliverables.
8.2. Once the project has been completed, signed off, and full payment made, the ownership of the rights to the artwork and any imagery created will pass to the Customer.
8.3. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. LIM CONCEPTS shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal. The Customer should obtain written consent from LIM CONCEPTS for use of any part of the deliverables outside of the scope of the Proposal.
8.4. Unless otherwise stated in the Proposal, LIM CONCEPTS reserves the continuing right to use any deliverables it produces for the promotion of its services.
9.1. During the period of this agreement and for a period of 3 years after both parties undertake:
9.1.1. to keep the Confidential Information confidential;
9.1.2. not to use the Confidential Information for any purpose except the performance of its
obligations under this agreement; and
9.1.3. not to use the Confidential Information so as to procure any commercial advantage over the
9.2. The obligations contained in clause 8.1 above shall not apply to any Confidential Information which:
9.2.1. is already in the possession of the disclosing party other than as a result of a breach of this
9.2.2. is at the date of this agreement or at any time after the date of this agreement comes into the
public domain other than through breach of this agreement; or
9.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or
administrative authority or by an order of any court of competent jurisdiction.
9.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure
compliance with the provisions of clause 8 by its employees, agents and sub-contractors.
9.4. The Customer agrees that the ideas, materials and other documents relating to the Service are
confidential and all proprietary rights belong to LIM CONCEPTS and shall not be used or disclosed except as permitted by this agreement.
9.5. This clause 9 shall survive the termination of this agreement for whatever reason.
10. Limited Warranty
10.1. The following provisions set out the entire financial liability of LIM CONCEPTS (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
10.1.1. any breach of this agreement; and
10.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
10.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.3. Nothing in these conditions excludes or limits the liability of LIM CONCEPTS for death or personal injury caused by negligence or for fraudulent misrepresentation.
10.4. Subject to clauses 10.2 and 10.3:
10.4.1. LIM CONCEPTS shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect or consequential and whether relating to loss of profit, loss of business,
business interruption, loss of data, depletion of goodwill or other such losses), suffered by the
Customer which arise out of or in connection with the supply of the Service or their use by the
10.4.2. The Customer assumes all risks as to the suitability, quality, and performance of the Service.
10.4.3. LIM CONCEPTS’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated
performance of this contract shall be limited to, and in no event shall exceed, the amount
originally paid to LIM CONCEPTS for the Service.
10.5. No verbal or written information or advice given by LIM CONCEPTS or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.
10.6. Where a deliverable includes goods to be received by the Customer:
10.6.1. The passing of risk shall occur on the day of the delivery to the Customer.
10.6.2. If goods are received by the Customer in any way damaged upon delivery, the Customer must
advise LIM CONCEPTS within 24 hours of delivery of the nature of the damage and must retain the
Goods as delivered.
10.6.3. The maximum extent of LIM CONCEPTS’s liability for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Purchase Price related to the goods or
replacement of the goods.
10.6.4. Goods remain the property of LIM CONCEPTS and title remains with LIM CONCEPTS until payment has been made in full.
10.7. All times or dates given for delivery of the Service are given in good faith and shall not be of the
essence of any contract.
10.8. LIM CONCEPTS shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Proposal but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Customer.
11. Force Majeure
LIM CONCEPTS shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event LIM CONCEPTS shall be entitled to delay or cancel delivery of the Product or performance of the Services.
If at any time one or more of the terms of provisions of this agreement becomes in whole or in part void, invalid, or unenforceable then the remainder of this agreement shall nevertheless be valid and enforceable.
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
LIM CONCEPTS reserve the right to assign or transfer this Agreement to any other party, without the express written permission of the Customer. The Customer does not have the right to assign its rights or obligations under this agreement without the express written consent of LIM CONCEPTS. This Agreement shall be binding upon each party’s successors.
15. Agreement Documentation
Each party acknowledges that it has entered into this agreement in reliance only on the representations, warranties, promises and terms contained or expressly referred to within the Proposal and as expressly set out in these terms and conditions. Neither party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.
16. Changes to Terms and Conditions
16.1. LIM CONCEPTS reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
16.2. When changes are made to the Terms and Conditions a notice shall be placed in our email newsletter. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.
16.3. The most current version of the Terms and Conditions shall supersede all previous versions.
17. Third Party Rights
Unless expressly provided in this agreement, no term of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
18. Governing Law and Jurisdiction
This validity, construction and performance of this agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales whose courts are the courts of exclusive jurisdiction to which the Parties submit.
Should you have any questions concerning these Terms and Conditions, contact LIM CONCEPTS before submitting your signed agreement to the Proposal.