Terms & Conditions of Business
All references on this website to Communikator or Communikator Publishing refer to:
Communikator Publishing Ltd Registered in London; Number: 04124723 Registered Office: 22 Falstaff House, Bardolph Road, Richmond, Surrey, TW9 2DX, England
IMPORTANT INFORMATION
Communikator Publishing Limited own and retain the photographic copyright of all images supplied through their online image store and will grant reproduction rights in line with the conditions of purchase. The purchaser should take advice before using any image in any form as Communikator Publishing Limited accept no liability for any claim made against Communikator Publishing Limited by any person or persons depicted in any image sold. Communikator Publishing Limited own and retain the copyright of all works, including the title and designs, in any production published by Communikator Publishing Limited, whether in print or in digital format. Any customer wishing to appoint an alternative supplier within twelve months of termination of this agreement will be liable for a charge of no less than the publishing fee relating to one issue of the commissioned item.
GENERAL TERMS AND CONDITIONS OF SUPPLY (2007)
(1) DEFINITIONS
In this document the following words shall have the following meanings:
(1.1) "Agreement" means these Terms and Conditions together with the terms of any applicable Order Confiormation.
(1.2) "Customer" means the organisation or person who purchases services from the Supplier.
(1.3) "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.
(1.4) "Order Confirmation" means a statement of work, quotation or other similar document describing the services to be provided by the supplier.
(1.5) "Supplier" means Communikator Publishing Limited of Falstaff House, 22, Bardolph Road, Richmond upon Thames, Surrey, TW9 2LH.
(1.6) "The Work" means any production (magazine, digital or photographic) produced by the Supplier for the Customer.
(1.7) "Reproduction" includes any form of publication or copying of the whole or part of any picture or text, and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist's reference, artist's illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means.
(2) GENERAL
(2.1) These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier to the Customer.
(2.2) Before the commencement of the services the Supplier shall submit to the Customer an Order Confirmation which shall specify the services to be performed and the fees payable. All Order Confirmations shall be subject to these Terms and Conditions.
(2.3)The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
(3) FEES AND PAYMENT
(3.1) The fees for the performance of the services are as set out in the Order Confirmation. The Supplier shall invoice the Customer for the services.
(3.2) Invoiced amounts shall be due and payable within 30 days of receipt of invoice or on the date specified on the order confirmation. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
(4) CUSTOMER'S OBLIGATIONS
(4.1) To enable the Supplier to perform its obligations under this Agreement the Customer shall (4.1.1) co-operate with the Supplier, (4.1.2) provide the Supplier with any information reasonably required by the Supplier, (4.1.3) obtain all necessary permissions and consents which may be required before the commencement of the services and (4.1.4) comply with such other requirements as may be set out in the Order Confirmation or otherwise agreed between the parties.
(4.2) The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer's failure to comply with clause 4.1.
(4.3) Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Order Confirmation, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Order Confirmation, and the Customer agrees this is a genuine pre-estimate of the Supplier's losses in such a case. For the avoidance of doubt, the Customer's failure to comply with any obligations under clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
(4.4) In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and: (4.4.1) the Supplier shall have no liability in respect of any delay to the completion of any project; (4.4.2) if applicable, the timetable for the project will be modified accordingly (4.4.3) the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
(4.5) The Customer must satisfy himself that all necessary rights, model releases, trade mark permissions, or consents which may be required for reproduction of people, places or items depicted or referred to within any picture or text are obtained.
(4.6) The Supplier gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or artistic work depicted in any picture.
(4.7) In the event that the picture is used or reproduced by or with the authority of the Customer then the Customer shall indemnify the Supplier against any loss, damage, proceedings or costs where such rights, releases or consents have not been obtained.
(4.8) While the Supplier takes all reasonable care in the performance of this Agreement generally, the Supplier shall not be liable for any loss or damage suffered by the Customer or by any third party arising from use or reproduction of any picture. (4.9) the Supplier shall not, in any case or circumstance, be liable in relation to the grant of any reproduction rights by its principal or the photographer as the case may be or in relation to infringement, model releases, contract or defamation.
(5) COPYRIGHT AND USAGE
(5.1) The Supplier shall be the owners of all copyright and other intellectual property rights whether in existence at the date of this Agreement or coming into existence subsequently in any material which it has created or will create or the creation of which was or will be undertaken by a third party which it commissioned to create that material.
(5.2) All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
(5.3) The Supplier will own and retain the copyright of all works, including the title and designs, in any production published by the Supplier, whether in print or in digital format. Any customer wishing to appoint an alternative supplier within twelve months of termination of this agreement will be liable for a charge of no less than the publishing fee relating to one issue of the commissioned item.
(5.4) Pictures are supplied on loan and no property or copyright in any pictures or text shall pass to the Customer whether on their submission to the Customer or on any subsequent grant of reproduction of rights.
(5.5) Printed images may not be copied or reproduced in any way.
(5.6) Digital images are supplied for a single usage for a period of twelve months from the date of purchase and may only be used solely for editorial, point of sale or website unless authorized in writing by the Supplier.
(5.7) Any breach of these usage conditions by the Customer will result in the Supplier invoicing the Customer in line with the Suppliers published pricing at that time.
(6) WARRANTY
(6.1) The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
(6.2) Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.
(6.3) Save for such material as shall have been originated by the Customer, the Supplier either has the right to use the copyright or is the sole author and the sole unencumbered absolute legal and beneficial owner of all rights of copyright and all other rights whatever in the Work throughout the world and is and shall remain at all material times during the writing of the Work a qualifying person within the meaning of Copyright, Designs and Patents Act 1988 Section 154;
(7) INDEMNIFICATION
(7.1) The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
(8) LIMITATION OF LIABILITY
(8.1) Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
(8.2) In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
(8.3) Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Supplier's negligence or that of its employees, agents or sub-contractors.
(9) LENGTH OF AGREEMENT
(9.1) This Agreement shall continue for the term indicated and thereafter automatically renewed for a further twelve months.
(9.2) Following the initial term, either party shall be entitled to terminate this Agreement by giving six months notice in writing.
(9.3) The following shall be deemed a fundamental breach of the Agreement which shall entitle either party to terminate the Agreement immediately by written notice: (i) if the other party is unable to pay its debts, is insolvent or is liable to be wound-up for any reason; or (ii) if a receiver is appointed over, or an encumbrancer takes possession of, or a creditor seeks to enforce its security over, any of the other party's assets; or (iii) if steps are taken by any person with a view to the appointment or the actual appointment of an administrator, nominee or any other insolvency office holder to all or any part of the other party's business or assets; or (iv) if the other party proposes or enters into a composition or other arrangement with its creditors, or makes any assignment for the benefit of its creditors generally; or (v) if any order for the winding up or any other judicial management of the other party is granted or an effective resolution is passed for its winding up or dissolution; or if the other party ceases or threatens to cease to carry on business;
(10) TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
(10.1) the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
(10.2) the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
(11.3) the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
(10.4) the other party ceases to carry on its business or substantially the whole of its business;
(10.5) or the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
(11) FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
(12) INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.
(13) ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
(14) SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
(15) WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
(16) NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
(17) ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
(18) DATA PROTECTION
The Customer agrees that the Supplier may search the files of credit reference agencies which will keep a record of that search.
(18.1) The Customer authorises the Supplier to use and disclose, in the UK and abroad, information about the Customer.
(18.2) The Supplier will keep all data securely and will only use information for the Customer's purpose. The Supplier will not use data supplied by the Customer for any purpose other than that which the Customer requests and will not sell or give data to any other third party without the written consent of the Customer.
(19) NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
(20) GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts
Terms of the Communikator website
This page may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
The Communikator Publishing Ltd website is defined as only those pages that exists under the domain/s:
communikator.com communikator.co.uk
All trademarks and copyrights are the properties of their respective owners.
INFORMATION ON THIS WEBSITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Information on this website may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. Communikator Publishing Ltd does not want to receive confidential or proprietary information from you through our website. Please note that any information or material sent to Communikator Publishing Ltd will be deemed NOT to be confidential. By sending Communikator Publishing Ltd any information or material, you grant Communikator Publishing Ltd an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that Communikator Publishing Ltd is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:
(a) we ask your permission to use your name; or (b) we first notify you that the materials or other information you submit to us will be published or otherwised used with your name on it; or (c) we are required to do so by law.
Communikator Publishing Ltd makes no representations whatsoever about any other website which you may access through this one. When you access a non- Communikator Publishing Ltd website, please understand that it is independent from Communikator Publishing Ltd, and that Communikator Publishing Ltd has no control over the content on that website. In addition, a link to a non-Communikator Publishing Ltd website does not mean that Communikator Publishing Ltd endorses or accepts any responsibility for the content, or the use, of such website. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
IN NO EVENT WILL COMMUNIKATOR PUBLISHING LTD BE LIABLE TO ANY PARTY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
