1. Format of the Contract
1.1
These terms of sale apply to all works supplied by Close Up Media Limited, whose registered office is at 43 Dungarvan Drive, Cardiff. CF23 8PY, registered in England and Wales No. 06358103 (the “Supplier”). In these terms “you” and “your” as appropriate refer to the buyer and “us”, “our” and “we” refer to the seller, Close Up Media Limited and any other associated company. “Days” refers to working days, being Monday to Friday inclusive, excluding bank holidays, unless otherwise stated.
1.2
Close Up Media Limited is pleased to accept orders subject to the Terms and Conditions of sale as stated below. No variation of these Conditions shall be binding unless agreed by letter signed by an authorised representative of Close Up Media Limited. Please read the terms carefully before placing your order. We would advise you to retain a copy of them for your future reference.
1.3
No contract exists between you and the Supplier for the commission of any works until the Supplier has received your approval and the Supplier, if necessary, has received an agreed payment (in cleared funds). Once the Supplier does so, there is a binding legal contract between the two parties.
1.4
The contract is subject to your right of cancellation (see section 4).
1.5
The Supplier may change these terms of sale without notice to you in relation to future sales.
2. Description and price of the works
2.1
The description and price of the works you order will be as shown on the Supplier’s quotation in UK Sterling and excludes or includes VAT (currently at 20%) where appropriate.
2.2
Prices do not include charges for additional courier services or mileage incurred. This will be subject to approval by you, the client.
2.3
Every effort is made to ensure that prices shown on the Supplier’s quotation are accurate at the time of commission. If an error is found, the Supplier will inform you as soon as possible and offer you the option of reconfirming your order at the correct price, or cancelling your order. If you cancel and no work has been undertaken, the Supplier will refund or re-credit you for any sum that has been paid by you.
2.4
We reserve the right at any time to revise prices to account for any increases in costs including the increase or imposition of any duty, tax, levy or exchange rate variation. We will take all reasonable steps to notify you of any relevant revision of prices before processing your order.
2.5
In relation to web hosting. Close Up Media offers a maintenance package for the first year comprising of one hours free website maintenance per month. Free monthly maintenance is limited to one hour per calendar month and may not be carried over or accumulated.
3. Payment & Security
3.1
Payment for the works can be made by any method shown on the Supplier’s Invoice. Payment shall usually be due 30 days from the issue of the invoice, unless otherwise stated.
3.2
Non payment after 30 days of the invoice date will result in efforts to recover outstanding monies. Non payment after 60 days will result in the exercising of our statutory right to claim interest from other businesses for the late payment of commercial debt at a rate of the Bank of England base rate plus 8%p/a. Currently an effective rate of 8.5%p/a. Non payment after 90 days may result in legal action to recover monies and in certain circumstances will result in services being withdrawn.
3.3
On occasion the supplier may ask for a part payment in advance, where a history of credit had not been previously established, terms of which will be on the Supplier’s Quotation.
3.4
There will ordinarily be no delivery until cleared funds are received, unless alternative terms have been agreed.
3.5
Payments shall be made by you without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by the Supplier to you.
3.6
When required Close Up Media can draw up a ‘non-disclosure agreement’, between the two parties (you and us), and will act as a binding document to prevent your ideas/company being leaked to interested parties. We treat this very seriously.
3.7
Likewise, any work undertaken by Close Up Media for you (that remains unpaid) will remain our property and must not be given or transferred to outside parties for use.
4.
Cancellation and Work in Progress
4.1
You have the right to cancel the contract at any time.
4.2
To exercise your right of cancellation, you must immediately send an email to sales@closeupmedia.co.uk stating your business name and the project description and that you wish to cancel your order.
4.3
If you exercise your right of cancellation after any works have been completed (this includes printed materials, media such as DVDs/CDs, etc), you will be responsible for returning the works to the Supplier at your own cost. You must take reasonable care to ensure the works are not damaged in the meantime or in transit.
4.4
Once you have notified the Supplier that you are cancelling the contract, the Supplier will refund or re-credit you within 30 days for any sum that has been paid minus the cost of work undertaken to the point of cancellation.
4.5
If you do not return the works as required, the Supplier may charge you a sum not exceeding the direct costs of recovering the works.
5. Limitation of Liability
5.1
Close Up Media Limited total liability in contract (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the works.
5.2
Nothing in these conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier’s negligence or fraudulent misrepresentation.
5.3
If you are a business customer the Supplier shall not be liable to you for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
5.4
Close Up Media Limited’s liability for direct loss or damage arising from damage to tangible property for which Close Up Media Limited is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.
5.5
The limitation on any exclusion from liability contained in these Conditions shall be subject to the provisions of section 2(1) of the Unfair Contract Terms Act 1977.
5.6
Close Up Media Limited will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control including without limitation: Internet outages, communications outages, fire, flood, war or act of God.
6. Applicable Law
6.1
These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and each party agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
6.2
Interpretation and Jurisdiction these terms and conditions only cover Close Up Media Limited.
6.3
We are required by law to inform you that sales can only be concluded in English.
7. Copyright
7.1
All content in whatever format generated by the Supplier is copyright of Close Up Media Limited until payment has cleared and legal action may be taken if any person(s) or business is found using the content without permission in advance.
7.2
All Copyright for items (including logos, websites, printed materials) will be transferred to you once payment has cleared.
7.3
Close Up Media Limited reserves the right to use items created by the Supplier as promotional material on their website, printed materials and other media. Time sensitive projects and projects subject to a non-disclosure agreement will be honoured when being used for promotion.
8. Errors & Omissions
8.1
Every effort is made to ensure the accuracy of any technical data or literature made available in relation to our services.
8.2
We accept no liability for any error or omissions in documents that do not directly relate to the Supplier and cannot be liable in any circumstances for any loss or damage resulting from your reliance on such documents.
8.3
We will promptly correct any errors brought to our attention.
9. Statutory Rights
All statements, guarantees or warranties in these terms of trading are additional to and do not affect your statutory rights. These terms and conditions are subject to change at any time and you will be notified of changes in advance of future sales.