MCR Group ("the Seller") will provide its services in relation to the provision of consultancy, marketing, design, print, production, advertising and related services to the Buyer upon the following terms and conditions ("Conditions"):-

1 STANDARD TERMS
1.1 These Conditions shall, together with the estimate ("the Estimate") form the entire agreement between the Seller and the Buyer ("the Contract") in respect of the services to be performed as identified in or referred to in the Estimate ("the Services") for the fee as stipulated therein ("the Fee") to the exclusion of all other terms and conditions proposed by the Buyer, whether in any purchase order, confirmation of order or otherwise.
1.2 Any further special terms and conditions shall be of no effect unless they are specifically agreed in writing by a Director or other duly authorised representative of the Seller.
2 ACCEPTANCE
These Conditions shall be deemed to have been accepted by the Buyer at the time of the Buyer’s acceptance of the Estimate in writing or when the Seller is instructed to commence the performance of the Services.
3 EXTERNAL SERVICES
3.1 Unless specified in the Estimate to the contrary, all costs and charges incurred by the Seller in connection with the provision of the Services for such items as stylists, set builders, printing, models and other outside services shall be charged separately in addition to the Fee.
3.2 The Seller shall be entitled to sub-contract any part of the Services.
4 EXPENSES
Unless specified in the Estimate to the contrary, out of pocket expenses of the Seller, including travel, accommodation and deliveries (within the UK only), incurred in the performance of the Services shall not be included within the Fee.
5 ESTIMATES
5.1 Estimates of the Fee contained in the Estimate are valid for 30 days from their date, unless otherwise specified.
5.2 The Seller reserves the right to increase any Fee Estimate to reflect any increases in the cost to the Seller of materials and such Estimate is given subject to the Seller’s written acceptance of the terms of the final brief from the Buyer describing the Services to be performed.
5.3 All Fees contained in the Estimate are based upon the quantities, specification and/or design as stated therein and the Seller reserves the right to increase the Fee in the event that the quantum, specification and/or design is changed by the Buyer.
6 FEE VARIATIONS AND REVISIONS
6.1 The Seller reserves the right to increase the Fee and/or to revise the timetable for performance of the Services to reflect any change of instructions made by the Buyer and agreed to be performed by the Seller.
6.2 The Seller further reserves the right to increase the Fee and/or the timetable for performance of the Services if the Buyer fails to adhere to the agreed production schedule for the availability of information, merchandise or other material to enable the Seller to perform the Services.
6.3 Verbal instructions of the Buyer involving variation which are confirmed in writing by the Seller shall be deemed to be the Buyer’s formal instruction to proceed with the variation.
6.4 All proofs submitted in addition to the number specified in the Estimate will be charged for in addition to the Fee at the Seller’s then standard hourly rate for such work. Buyer’s corrections (defined as changes to the brief or information supplies) of any nature whatsoever, including alterations in style, will be charged for in addition to the Fee. Proofs of all such corrections may be submitted to the Buyer for Buyer’s approval and no responsibility will be accepted by the Seller for any errors in proofs or printing or other material that may be passed by the Buyer.
7 CANCELLATION BY THE BUYER
The Buyer engages the Seller to provide all of the Services described in or referred to in the Estimate. Notwithstanding any cancellation of all or any part of the Services by the Buyer, the Buyer shall remain liable to pay to the Seller the entire Fee for the Services whether or not performed by way of compensation to the Seller for its losses or otherwise.
8 CANCELLATION OR SUSPENSION BY THE SELLER
Without prejudice to any other rights or remedies of the Seller, where the Services (or any part thereof) are terminated or suspended by the Seller by reason of any act or default of the Buyer, the Buyer shall pay for all costs and expenses directly or indirectly incurred by the Seller prior to and after termination or suspension of the Services (or any part thereof).
9 PRELIMINARY WORK
Preliminary work produced, whether experimental or otherwise, at the Buyer’s request will be charged for at the Seller’s then current standard hourly rate for such work, unless agreed to the contrary in advance.
10 PAYMENT AND PAYMENT DEFAULT
10.1 Unless otherwise agreed in writing by the Seller, the Seller shall render regular interim invoices in accordance with Services performed to date. A final invoice for the balance of the Fee outstanding will be rendered on completion of the Services.
10.2 Payments are due within 30 days from the date of each invoice from the Seller. Thereafter, the Seller shall be entitled to charge interest at the daily rate of 2 per cent. per annum above the base rate of Barclays Bank PLC from time to time on any amount outstanding.
10.3 If any sum which is payable to the Seller remains outstanding after the due date for payment, the Seller may, in addition to any other right or remedy which it may have, suspend or terminate any further Services for the Buyer.
10.4 Without prejudice to any other rights or remedies of the Seller, the Seller shall, in respect of outstanding sums owed to the Seller, have a general lien on all goods and other property in its possession to which the Buyer may otherwise be entitled and the Seller shall be entitled upon the expiration of 14 days’ notice to dispose of such goods or property as the Seller thinks fit and to apply any proceeds there from towards such outstanding sums.
11 COMPLETION DATE
Any date(s) specified for completion of the Services or any stage thereof is an estimate only and time shall not be of the essence. The Seller shall not be responsible for any loss, damage, cost or expense suffered or incurred by the Buyer if the Seller fails to meet such date(s).
12 PRINT RUNS
Ordered quantities of print work are subject to over or short supply of margins of 5 per cent. for single colour work and 10 per cent. for other work and will be charged or deduction made accordingly.
13 INTELLECTUAL PROPERTY
13.1 Unless otherwise agreed in writing by the Seller, all copyright, design rights and other rights in the nature of intellectual property or confidence in all products of the Services, including, without limitation, designs, computer software, characters, icons, logos, brand names, ideas, concepts, preparatory materials and whether adopted in the Final Product (as defined below) or not, shall be and remain vested in the Seller absolutely both before and after termination of the Services (whether by reason of completion, cancellation by the Buyer or otherwise).
13.2 Subject to:- (a) the Buyer having paid all sums due to the Seller in respect of the Services, including the amount of any VAT as provided under these Conditions; and (b) the Seller not having terminated the Services by reason of the breach by the Buyer of any of its obligations under these Conditions the Seller will, following completion of the Services, grant a royalty-free world-wide licence without limit of time to the Buyer to use all copyright and other intellectual property rights which the Seller may own and which forms an integral part of the final product of the Services to be delivered to the Buyer as specified in the Estimate ("the Final Product") for the purpose specifically set out in the Estimate and in the form delivered to the Buyer only, but not further or otherwise.
13.3 If the Seller’s contract for the Services is cancelled or terminated before completion thereof for any reason, the Buyer shall not be entitled to the licence referred to in clause 13.2.
13.4 Certain material contained in the Final Product may be derived from third parties (other than material provided by the Buyer) such as photographers, musicians and publishers. Where this is the case it will be the responsibility of the Seller to secure such rights as are necessary for the Seller to be able to grant the rights licensed to the Buyer under clause 13.2 of these Conditions. However, unless otherwise agreed in writing by the Seller, all sums arising on or as a result of the use of the Final Product by the Buyer which may be payable to the owners of any right of copyright, performer’s right, moral or other right, including, without limitation, any form of synchronisation, performance, rental or lending fee or royalty, shall be payable by the Buyer and the Buyer shall indemnify the Seller on demand against any liability which it may have on its part for such sums.
14 CREDIT
14.1 The Seller shall be entitled to use and reproduce any materials prepared in connection with the Services for the promotion of its business and refer to the fact that it has been engaged by the Buyer to provide the Services.
14.2 Where the Services include the design of a web-site for the Buyer or where the Services include design services generally for the Buyer, the Buyer shall allow the Seller to include a credit in the web-site, in a manner to be determined by the Seller after consultation with the Buyer, in the form "This website has been designed and created by MCR Group and following completion of the Services the Buyer shall procure that such credit remains.
15 PHYSICAL MATERIAL
15.1 All preparatory and other materials used or created by the Seller in the performance of the Services (including, without limitation, artwork, computer software, photography, negatives and positives, digital files, type and film setting) ("Materials") shall remain the exclusive property of the Seller and the Buyer shall not be entitled to receive any copies thereof.
15.2 The Seller shall not be obliged to retain Materials after completion of the Services unless specific prior arrangement has been made with the Seller on terms acceptable to the Seller.
16 INFRINGEMENT The Seller will not knowingly infringe the intellectual property rights in the United Kingdom of third parties in carrying out the Services but makes no representations nor gives any warranties that any products of the Services are valid or that they do not infringe the rights of any third party. It is the Buyer’s responsibility to ensure that there is no such impediment to it utilising the products of the Services supplied by the Seller. The Seller will not be responsible for any loss or damage caused by any such infringement. The Buyer shall indemnify the Seller against any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or howsoever caused or for loss or profit, loss of business, loss of data, depletion of good will or loss occurring in the normal course of business or otherwise (including in respect of infringement of laws or regulations of any kind or of a patent, registered design, copyright, unregistered design right or other intellectual property right) which arise out of or in connection with the Services created or supplied by the Seller save where resulting from the negligence or default of the Seller or its employees
17 TITLE AND RISK IN GOODS
17.1 Ownership in the physical goods (for example, print runs of the Final Product or computer disks or CD’s upon which the Final Product is delivered) to be delivered upon completion of the Services shall pass to the Buyer upon payment in full of all sums due in respect of the Services.
17.2 The Seller shall have no liability for loss or damage to any goods whilst in transit to the Buyer.
17.3 If goods are not accepted for delivery by the Buyer on the date that the Seller notifies the Buyer that they will be delivered, the Seller may charge the Buyer for any costs of storage occasioned as a result thereof and in any event may dispose of such goods without liability within 30 days of the products of the Services being produced.
18. TERMINATION
18.1 The Seller may, without prejudice to any other rights under the contract with the Buyer for the Services, terminate the contract if the Buyer commits either: (a) any material breach of its obligations under these Conditions, and where the breach is capable of remedy has failed to remedy the same within 14 days thereof; or (b) any act of bankruptcy or insolvent liquidation or has a receiver, administrator or administrative receiver appointed, or an encumbrancer takes possession, of all or any part of its property or assets or enters into any voluntary arrangement with its creditors.
18.2 The Buyer may, without prejudice to any other rights under the contract with the Seller for the Services, terminate the contract if the Seller commits either: (a) any material breach of its obligations under these Conditions (and where the breach is capable of remedy has failed to remedy the same within 14 days thereof; or (b) any act of insolvent liquidation or has a receiver, administrator or administrative receiver appointed, or an encumbrancer takes possession, of all or any part of its property or assets or enters into any voluntary arrangement with its creditors.
19 LIABILITY
THE BUYER’S ATTENTION IS SPECIFICALLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 19, AND IN PARTICULAR CLAUSES 19.5 and 19.8
19.1 The Buyer is solely responsible for the approval of the Final Product and for ensuring that the Final Product is fit and suitable for the purpose(s) intended.
19.2 The Buyer must ensure that information and instructions given by it or on its behalf are accurate, clear and precise and the Seller shall have no liability to the Buyer or any third party arising out of any incorrect or inaccurate information or instructions.
19.3 The Buyer shall indemnify the Seller against any loss, damage, cost and expense which it may incur or suffer as a result of any civil claims or any other proceedings brought against the Seller (its officers or employees) based upon any artwork, illustrations, photographs, text, digital files or other material provided to the Seller by or on behalf of the Buyer in connection with the provision of the Services.
19.4 The following provisions set out the entire liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer or any third party in respect of: (a) any breach of the Contract; and (b) any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.
19.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) and to the fullest extent permitted by law are excluded from the Contract.
19.6 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation.
19.7 Subject to clauses 19.5 and 19.6: (a) the Seller’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 the total value of the Contract; and (b) the Seller shall not be liable to the Buyer or any third party for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or howsoever caused which arise out of or in connection with the Contract, or for loss or profit, loss of business, loss of data, depletion of good will or loss occurring in the normal course of business or otherwise.
19.8 The Seller does not carry professional indemnity insurance and the amount of the Fee reflects the lack of such cover and the level of liability which the Seller is accordingly prepared to accept as specified in these Conditions. However, should the Buyer so require, the Seller shall endeavour to obtain for the Buyer’s benefit a legal liability policy to the extent required by the Buyer ("the Policy"), but the Buyer shall reimburse the Seller the cost of the premium for such policy of insurance. If taken out, the aggregate liability of the Seller to the Buyer (whether the liability arises in contract, tort (including negligence) or otherwise) for any claim arising under, out of or in connection with the Contract shall, to the extent that the liability is of a type which the Seller is entitled to be indemnified under the Policy, be limited to: (a) the amount of insurance cover for the particular liability under the Policy; or (b) the amount of the Fee payable under the Contract, whichever is the greater.
19.9 Where there is an error or omission in the Final Product for which the Seller is liable under the Contract, the Seller shall, where the error or omission is capable of being rectified, be afforded the opportunity of rectifying such error or omission within a reasonable period of time after receiving notification of the same and, provided the Seller complies with such obligation, it shall have no further liability or obligation to the Buyer in respect thereof.
19.10 Where the Final Product comprises computer software, the Seller specifically does not warrant that the use and operation thereof will be uninterrupted or error free. The Seller shall have no obligation to support or maintain such computer software other than pursuant to a separate support and maintenance contract with the Seller.
19.11 Except as expressly incorporated in these Conditions, all conditions, warranties, guarantees, representations (unless fraudulent), terms and undertakings express or implied statutory or otherwise in respect of the performance of the Services or the Final Product are hereby excluded to the fullest extent permitted by law.
20 FORCE MAJEURE In the event of any cause or circumstance whatsoever beyond the Seller’s reasonable control which prevents or interferes with the performance of any of the Seller’s obligations, the Contract shall forthwith be suspended until such circumstances have ceased and the Seller shall have no liability for any loss or damage caused thereby. In the event that completion of the Services is delayed by a cause beyond the Seller’s reasonable control, the Seller reserves the right to invoice the Buyer for all work already executed in the provision of the Services.
21 REFERENCES Until satisfactory trade references have been obtained payment for any work carried out shall be on a cash on delivery basis.
22 ILLEGAL MATTER
22.1 The Seller shall not be required to print or include any matter in the product of the Services which, in its opinion, is or may be of an illegal or defamatory nature.
22.2 The Seller shall be indemnified by the Buyer in respect of any claims, liabilities, damages, losses, costs and expenses suffered or incurred as a result of any claim or proceedings being made against the Seller in respect of any alleged illegal or defamatory matter included at the Buyer’s request or otherwise approved by the Buyer.
23 EXPEDITED DELIVERY: Should delivery of work be required sooner than the normal time requisite for its proper production, every effort will be made to secure freedom from defects, but reasonable allowance must be made by the Buyer in such cases. Should such delivery necessitate overtime being worked or other additional cost being incurred, a charge will be made to cover the increased cost.
24 PROPERTY OF THE BUYER
24.1 All material of the Buyer supplied to the Seller in connection with the Services is held at the Buyer’s risk. The Buyer must insure such material against loss or damage. All reasonable care will be taken to secure the best results where materials are supplied by the Buyer but the Seller will not accept any responsibility for imperfect work or errors caused by defects or unsuitability of material so supplied.
24.2 Materials stored at the Seller’s facilities for an on behalf of the Buyer immediately prior to and after production are to be collected by the Buyer within seven (7) days after completion of the Services. In the event that the Buyer’s materials are not collected within seven (7) days the Seller reserves the right to dispose of such materials or to charge the Buyer a fee for storage of the materials.
24.3 The Seller may reject any paper, plates, digital files, software, film or other materials supplied or specified by the Buyer which appear to the Seller to be unsuitable. The Seller may make an additional charge for the cost of additional materials required where materials supplied by the Buyer are found to be unsuitable.
25 STANDING MATTER AND PRINTERS MATERIALS AND COMPUTER DATA:
25.1 Materials used by the Seller in the production of artwork, photography, type, film-setting, negatives, positives and the like shall remain the exclusive property of the Seller.
26. Type, film, printing surfaces and any associated materials or computer held data may be disposed of after any order is completed unless written agreements are made to the contrary. In the latter event, rent shall be paid unless any other specific arrangement has been made between the parties. VAT The Fee is exclusive of any applicable value added tax, which the Buyer shall pay in addition at the same time as payment of the Fee.
27. GENERAL
27.1 If any of these Conditions or any part of any of these Conditions shall be held to be void, unlawful or unenforceable then these Conditions shall be read and construed as if such Condition or part thereof were omitted and shall otherwise remain in full force and effect.
27.2 No failure or delay by the Seller in exercising any of its rights shall operate as a waiver thereof nor shall any single or partial exercise by the Seller of any right preclude any further exercise thereof or the exercise of any other right.
28. NOTICES
28.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing by first class post or fax addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
28.2 A posted notice given pursuant to clause 28.1 shall be deemed served on the third Business Day after the day of posting.
28.3 A faxed notice given pursuant to clause 28.1 shall be deemed served when it is faxed in normal office hours on a Business Day (being 9.00am to 5.00pm (London time)) on that day and in any other case, on the next Business Day.
28.4 For the purposes of clauses 28.2 and 28.3, "Business Day" means Monday to Friday (both days inclusive), excluding public holidays in England.
29. LAW
The Contract shall be governed by English law and the parties agree that all disputes arising pursuant to the Contract shall be resolved before the English Courts.