Hackett Media

providing the solution to developing your business through your people

Terms & conditions

(in keeping with tradition these are in small print)

TERMS AND CONDITIONS

HACKETT MEDIA LIMITED

1. GENERAL

All orders are accepted and executed subject to the following express terms and conditions

(the Company's standard conditions) and save to the extent that the exclusion or restriction of liability may be prohibited by statute, all subject conditions, warranties and representations, express or implied and statutory or otherwise, except as to title, are hereby excluded. Any order placed by a customer shall constitute an offer to contract upon the Company's standard conditions, and no addition thereto or variation there from whether contained in the customer's order otherwise shall apply unless expressly agreed in writing by the Company's authorised representativePlease note that copyright and intellectual property is protected by international law and infringement can bring both civil and criminal prosecution.

2. DEFINITIONS

the "Agreement" means the contract between the Company and the customer for the supply of Goods and Services upon the Company's standard conditions.the "company" means Hackett Media Ltd the "Customer" means the person to whom the Company may agree to sell or hire the Goods and supplythe Services in accordance with the Company's standard conditions. the "Goods" means the articles or items or any of them or any part or parts of them to be sold by the Company pursuant to the Agreement. the "Services" means the services to be provided by the Company pursuant to the Agreement, including but not limited to film and television production Graphic and computer programming design, audio-visual presentations, Training programme development and hire of equipment, consultancy work and training relating thereto.

3. PERFORMANCE OF AGREEMENT

(a) Performance of the Agreement is subject to availability of personnel and materials and subject to prior confirmation by the Company by letter, e-mail or fax. Any prior confirmation by the Company by telex or telephone shall be deemed to be provisional only.

(b) Orders placed orally (including by telephone) will only be accepted on the basis that the Company shall not be liable for any misunderstanding arising there from or for any loss or damage caused thereby.

4. PRICES AND PAYMENT

a) Catalogues, price lists and other advertising literature or material used by the Company are only intended as an indication to price and no prices, descriptions or other particulars contained therein or quotations given orally shall be binding on the Company.

(b) Any such quotations relate to work to be done within the Company's normal working hours

9.30 a.m. - 6.00 p.m. Monday to Friday.

(c) A separate quote can be provided for Goods and Services to be supplied or any work to be done outside the Company's normal working hours.

(d) All quoted or listed prices are exclusively based on the costs to the Company of supplying the Goods and Service to the customer and if before delivery of Goods or provision of the Services there occurs any increase in any way of such costs in respect thereof the price quoted shall be subject to amendment without notice at the Company's discretion.

(e) The customer shall not be entitled to withhold any payment due to the Company hereunder (or otherwise) in diminution or satisfaction of any claim or right the customer may have or claim to have against the Company.

(f) The Company shall be entitled to reimbursement from the customer for carriage and insurance effected by the Company in respect of Goods and Services supplied by the Company.

(g) Any outstanding payments from the customer to the Company shall bear interest at 8% over the base lending rate of the Bank of England from time to time from the due date to the date of payment. Such interest shall accrue on a daily basis and be payable without deduction of tax upon demand.

5. SOFTWARE and BESPOKE PROGRAMMING

(a) All software including but not limited to audio tracks graphics, pictures, video, music, print on any medium and its related documentation, is supplied under licence of the appropriate proprietary owner.

TITLE OR OWNERSHIP TO SOFTWARE WILL NOT TRANSFER TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.

(b) The customer shall be solely responsible for complying with any terms and conditions of licence attached to software supplied by the Company and the customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software licence or having the same revoked by the proprietary owner.

(c) All software delivered hereunder is supplied "as is" and the sole obligation of the Company in connection with the supply of software is to obtain and supply (as far as is reasonably possible) a corrected version from the supplier to the Company in the event such software fails to confirm to its product description or proves in any other way to be defective PROVIDED ALWAYS that the customer notifies the Company of any defect or non-conformance to product description not later than the end of the fifth working day following delivery.

(d) Returns of any product to the company for whatever reason can only be accepted if the defect or none -conformance was notified to the company by the customer before the end of the fifth working day and the goods are returned to the company within 30 days inclusive of all weekends and holidays from t he date of delivery to the customer.

(e) All customers purchasing bespoke product should ensure that the licence negotiated with the production contract is sufficient to meet the needs of the customer at all times should these needs change in the future there is a duty for the customer to inform the company and to negotiate a suitable Licence and pay any fees to the company and third parties which may arrive out of such changes

6. CARRIAGE AND DELIVERY

a) Prices quoted do not include transport costs and delivery charges to the customer, and the Company reserves the right to levy a charge for delivery to any destination advised by the customer and to recover transport costs incurred in providing the Services.

(b) Any quotation for collection, delivery and performance times shall only serve as a guide and shall not

(c) Bind the Company.

7. LIEN, PASSING OR RISK AND PROPERTY

(a) The Company shall have a right of lien over any goods in its possession which are the customer's property for securing any claims against, and due from, the customer and pursuant to this lien, the Company may, without notifying the customer, retain or sell any such goods and keep the proceeds thereof in diminution of its claim against, or dues from the customer.

(b) Risk in the Goods shall pass to the customer on delivery. the customer.

8. EXCLUSION OF LIABILITY

a) Save as herein expressly provided, and save to the extent that the exclusion or restriction of liability may be prohibited by statute, the Company shall not be liable for any loss of whatever nature or to whom so ever or howsoever caused arising out of the supply (and use) of the Goods and Services.

(b) Any oral representations, assurances or warranties made by the Company or its servants or agents in respect of the Goods or Services shall not bind the Company.

(c) The customer shall keep the Company indemnified in respect of any damages, costs and expenses for which the Company becomes liable as against any third party (including liability for breach of copyright and defamation) in consequence of providing the Goods and Services

(d) Save as herein expressly provided, in the case of defects or faulty workmanship in the Goods or any part thereof the customer shall not be entitled to receive any compensation, credit or refund in excess of that received by the Company under any guarantee or warranty given to it by the manufacturer or supplier thereof and otherwise the Company's liability shall be limited to the replacement of defective Goods at cost.

(f9 For technical reasons the Company cannot guarantee exact colour matching when reproducing materials.

9. COMPLAINTS

In order that the Company can give prompt consideration to any complaints, these should be made as soon as possible. The Company shall not be liable under Clauses 5 (c) and 8 (d) unless notice of the matters therein is receivedby the Company no later than the close of business on the second working day following delivery.

10. CUSTOMER'S DEFAULT AND CANCELLATIONS AND RESCHEDULING OF DELIVERIES.

a) If the customer shall make default in or commit any breach of any of its obligations to the Company or if any distress or execution shall be levied upon the customer's property or assets or if it shall make

(c) Property in the Goods shall remain with the Company until payment in full therefore has been made by any arrangement or composition with creditors or commit any act of bankruptcy or if any Petition or Order in Bankruptcy shall be presented or made against it or if the customer being a limited company any resolution or petition for the appointment of an Administrator or to wind-up such company's business shall be presented or if a Receiver is appointed in respect of such company's undertaking, properly or assets or any part thereof the Company shall have the right forthwith to determine the Agreement without prejudice to any claim or right the Company might otherwise make or exercise.

(b) Requests by a customer for the cancellation of any order or for rescheduling any timetable for performance of the Agreement shall only be considered by the Company it made in writing, and shall be subject to the written acceptance of the Company and if cancelled or rescheduled as requested by the customer as aforesaid, then the customer shall indemnify the Company against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation of rescheduling thereof.

11. CUSTOMERS WARRANTY

Where the customer requires the Company to reproduce any materials, the customer warrants that it hasthe legal right to do so either through ownership of the intellectual property in the material being reproduced, or otherwise.

12. INDEMNITY

(a) The Company shall indemnify the customer for direct physical injury or death caused by effects in the Goods sold to the customer or by the negligence of its employees or agents in connection with the proper performance of their duties under the Agreement. In no event shall the Company be liable for direct, indirect or consequential damage, including but not limited, to damage caused by loss of data and except as stated (a) above the Company disclaims all liability for any loss incurred by the customer as a result of any negligence or other tortuous act by the Company, its employees or agents.

13. FORCE MAJEURE

The Company shall not be liable for the cancellation or partial performance only of the Agreement if

Performance by the Company is prevented or delayed by any cause whatsoever beyond its reasonable control, whether such cause existed or was foreseeable at the date of entering into the Agreement and without prejudice to the generality of the foregoing any cause shall be deemed to prevent, hinder or delay the Company if the Company is thereby prevented, hindered or delayed from fulfilling other commitments whether to the customer or to third parties.

14. WAIVER

Any waiver by the Company of any breach of any term hereof shall not prevent the subsequent enforcement of that term, and shall not be deemed a waiver of any subsequent breach.

15. SEVERABILITY

If and to the extent that any provision or any part of any provision of the Company's standard conditions is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be serviceable from the remaining provisions or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect.

16. ASSIGNMENT

The customer agrees not to assign or transfer the Agreement or any of its rights thereunder without the prior written consent of the Company.

17. GOODS SUPPLIED ON HIRE

(a) Hire quotations are subject to the availability of the equipment requested, similar products may be substituted

(b) which match or exceed the specification of the items ordered. Confirmation of availability should be made within 48 hours prior to delivery.

(c) The Customer will provide adequate insurance cover for the replacement cost of the hired equipment. Damage caused by the Customer to the equipment through improper or negligent use will be repaired by the Company at the expense of the Customer. The Company will continue to charge the Customer rental on the items whilst they are being repaired.

(d) The equipment is deemed to be fully operational unless reported faulty within six hours. The Company will use its best endeavours to replace or repair the faulty equipment subject to equipment and parts availability.

(e) Cancellation of a rental within 48 hours of the intended commencement of the hire will be subject to a minimum of 25% of the total quoted value of the hire.

(f) Late return of the equipment will be charged on a daily basis.

18. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, English Law and the customer submits to the non-exclusive jurisdiction of the English Courts.