Terms and Conditions

click here to download Terms and Conditions as a PDF
click here to download Terms and Conditions as a Word document

1. Definitions:

In these Conditions the following words will have the following meanings: -
“Agreement” means these terms and conditions together with the Engagement Letter;
“The Company” “we” “us” “our” “LPG” and similar expressions means Leepeckgroup Limited; 
“The Client” “you” “your” and similar expressions refers to your company, the person or organisation who orders the Commissioned Work relating to these Conditions;
“Engagement Letter” means the letter of confirmation sent from us to you;
“Services” means the services provided by us to you pursuant to this Agreement;  
“The Client’s Materials” means all materials delivered to the Company by the Client;
“The Commissioned Work” refers to the physical design work, copying, printing or other work howsoever described including where the context so admits, each edition of a periodical publication ordered by the Client from the Company;
“Intellectual Property Rights”  means any patents, registered designs, copyright, design rights, domain names, rights in databases and all similar industrial or property rights including those subsisting in inventions, discoveries, designs, drawings, patents, techniques, know-how or other design, manufacturing, scientific, technical or commercial information, computer programmes, and the right to apply for the registration or other protection of all or any of them in any part of the world and the benefit of all applications so made.  ;  
“Origination Items” is defined in Condition 13.2;
All other defined terms (shown in bold type for ease of reference) shall have the meanings ascribed to them when they first appear in this agreement;
“Terms and Conditions” means the terms and conditions set out in this Agreement.

2. Agreement

2.1  The Terms and Conditions together with the Engagement Letter shall govern the provision of services by us to you to the exclusion of any other terms and conditions or referred to in your order or in correspondence or elsewhere or implied by trade custom, practise or course of dealing and any purported provisions to the contrary are hereby excluded.

2.2 This Agreement shall commence on the date of or as specified in the Engagement Letter. The Agreement shall then continue unless terminated sooner by either of us giving no less than one month’s notice to the other under clause 18 below.

2.3  No changes to this Agreement shall be binding upon the Company unless made in writing and signed by a duly authorised representative of the Company.

3. Services/Nature of Appointment

3.1 You agree to give us clear briefings on your proposed projects and requirements form us and provide all relevant information and facts about the services you require.

3.2 You may request to change or cancel any plans, work in progress or services for which we have engaged a third party supplier, these may include but are not exhaustive - media bookings, print work, exhibition stand build, photography, research, TV or Radio Commercial production, and we shall take all reasonable steps to comply with any such request provided that we are able to do so within our contractual obligations to the supplier concerned.

3.3 You agree to reimburse us for any charges or expenses incurred by us as a result of complying with such requests.

4.Fees & Expenses

4.1 Unless stated otherwise in the Letter of Engagement:

(a) We will supply written estimates for all work to be undertaken
(b) We shall require all estimates to be agreed before beginning work.

4.2 We shall add the following additional amounts to all invoices:

(a) Any expenses agreed and set out in the Letter of Engagement;

(b) A levy of 0.1% of gross media cost in respect of contributions to the Advertising Standards Board of Finance (ASBOF), such levy to be non refundable in any event

4.3 Where a third party supplier has requested payment in advance of any expense, you agree to pay our invoice for such expenses immediately on presentation.

4.4 All fees and expenses shall be payable without deduction, withholding or set-off and are stated exclusive of VAT which (if and to the extent applicable) shall be payable at the prevailing rate.

5.  Terms of Payment:

5.1 Unless stated otherwise in the Letter of Engagement terms of payment are strictly fourteen (14) days net from date of invoice unless otherwise agreed in writing.  If the Client fails to make payment in full on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:

(a) Charge the Client interest (both before and after any judgement) on the amount unpaid; at a rate of three (3) per cent per annum above Natwest Bank base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest);
and

(b) Charge the Client for all costs incurred in the collection of any amount outstanding, including but without prejudice to the generality of the foregoing all agency fees, legal fees and court costs.

(c)  We have the right, at our option, to suspend performance of the Services until you have paid all outstanding amounts together with all accrued interest due; and if your late payment of any sum due causes us to be charged interest or any surcharge by a third party supplier, you shall immediately reimburse us the amount of such interest or surcharge.

6. Postage Shipping and Freight Costs

The Company is entitled to request and receive payment in advance for postage necessary to perform a bulk mailing on behalf of the Client.  The Company is also entitled to a reasonable financing charge on all postage not paid in advance and a handling charge on freight (both air and surface) and courier services to cover administration, handling and materials (for example boxes, envelopes, etc.)

7. Copy:

A charge may be made to cover any additional work involved where copy supplied by your Client is not clear and legible.

8. Proofs:

Proofs of all work may* be submitted for the Client’s approval and the Company shall incur no liability for any errors not corrected by the Client in proofs so submitted.  Client’s alterations and additional proofs necessitated thereby shall be charged extra.  When style, type or layout is left to the Company’s judgement, changes made by the Client shall be charged extra.

9. Delivery:

9.1 The Company shall use its reasonable endeavours to meet delivery  dates but, unless otherwise agreed in writing, time shall not be of the essence of the Agreement .  In no circumstances shall the Company be liable for any delay in transit, howsoever caused.

9.2  Delivery of work shall be accepted when tendered and thereupon or, if earlier, on notification that the work has been completed, we shall be entitled to render our invoice.

9.3  Unless otherwise specified a charge may be made to cover any extra costs involved for delivery .

9.4  Should expedited delivery be agreed an extra cost may be charged to cover any overtime or any other additional costs involved.

9.5  Should work be terminated or suspended at the request of or delayed through any default of the Client for a period of 30 days the Company shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

10. Variations in Quantity:

Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5 per cent for work in one colour and 10 per cent for other work being allowed for overs or shortage (4 per cent and 8 per cent respectively for quantities exceeding 50,000) the same to be charged or deducted.

11. Claims:

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Company and the carrier within three days of delivery (or, in the case of non-delivery, within 7 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven days thereafter.  All other claims must be made in writing to the Company within 14 days of delivery.  The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

12 Limitation of Liability

12.1 The limit of the Company’s liability to the Client in respect of any services provided under this contract or as a result of the provision of those services shall be the amount paid by the Client to the Company under this agreement, and in no circumstances will the Company be liable to the Client for any indirect or consequential loss or damage.

13. Design Work:

13.1  Subject as provided in this condition, ALL DESIGN WORK ORIGINATED BY THE COMPANY SHALL, AS TO ITS MATERIAL ELEMENTS AND AS TO THE COPYRIGHT OR DESIGN RIGHT IN RELATION TO IT, BELONG TO THE COMPANY, and the Client shall not have any right to reproduce or authorise any other person to reproduce any such design work in whole or in part or to do any act which would, in the absence of authorisation by the Company, infringe any copyright or design right which may subsist in relation to any such design work.

13.2  In the course of the design work the Company may originate physical material (including without limitation artwork, digital artwork, computer files, photographic negatives or positives, CD’s DVD, transparencies and printing plates, together with all other intermediate material including film work, stereotypes, proofs and progressives).  This is referred to in these Conditions as “Origination Items”.  Subject as provided in this Condition all Origination Items belong to the Company absolutely.

13.3  On due payment by the Client for design work by the Company, the company will: (i) return to the Client the Client’s Materials subject to payment by the Client of all expenses incurred; (ii) deliver and transfer to the Client copies of the Origination Items; and (iii) at the Client’s request shall grant to the Client a licence to use the Design Works, but solely for the purpose for which it was commissioned.

Notwithstanding any of the above we shall be entitled during and after the term of this Agreement to use any or all of the Design Works for the purpose of promoting our own business.

14. Standing Material:

All standing material owned by the Company shall remain its exclusive property and will not be released to the Client or his agents.  Duplicate copies of standing material can be prepared at the Client’s request and a charge may be made for this service.  Standing material supplied by the Client shall remain the Client’s property.  Type may be distributed and lithographic or photogravure film and plates, tapes, CD’s, DVD’s  or other work effaced immediately after the order is executed unless written arrangements are made to the contrary.  In the latter event, the Company shall be entitled to charge a reasonable rent.

15. Client’s Property:

15.1  Client’s property and all property supplied to the Company by or on behalf of the Client shall, while it is in the possession of the Company or in transit to or from the Client, be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly. 

15.2  The Company shall be entitled to make a reasonable charge for the storage of any Client’s property left with the Company before receipt of the order or after notification to the Client of completion of the work.

16. Materials Supplied by the Client:

16.1  The Company may reject any physical or digital files or other materials supplied or specified by the Client which appear to them to be unsuitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Company may make a charge for any additional cost incurred thereby.  

16.2 Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Company in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client. In such circumstances the Company will take every care to secure the best results but shall not be responsible for (i) any imperfect work caused by the unsuitability of such data, and (ii) any delay in delivery occasioned by the additional work.

17. Risk and Title

17.1 The risk in the Commissioned Work shall pass to the Client on delivery and the Client should therefore be insured accordingly.

17.2  Notwithstanding delivery and passing of risk, the legal property in and title to and beneficial ownership of the Commissioned Work shall remain with the Company until the Client has paid all money owed by it to the Company.

17.3  The Company may for the purpose of checking that these Conditions are being complied with or recovering the Commissioned Work enter upon any premises where it is stored or where the Company reasonably believes it to be stored.

17.4  Until payment is made the Client shall possess the Commissioned Work as fiduciary bailee and agent only and shall store each item of the Commissioned Work securely and separately from the Client’s own goods or those of any other person or previously Commissioned Work and in a manner which makes them readily identifiable by reference to the Company’s invoices.

17.5  The Client grants the Company an irrevocable licence to enter at any time any vehicle or premises owned or occupied by the Client or in its possession for the purpose of repossessing and removing any of the Commissioned Work the property in which has remained in the Company under condition 17.2.  The Company shall not be responsible for and the Client will indemnify the Company against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not reasonably practicable to avoid.

17.6  Until payment is made the Client may only dispose of the Commissioned Work by way of sale on behalf of the Company.  Provided that such sale shall be in the ordinary course of its business, the Client shall, at the Company’s request, immediately assign to the Company any debts arising from such sale.

17.7  Conditions 17.1, 2, 3, 4, 5 & 6 are without prejudice to the Company’s rights and remedies if the Client fails to make payment on the due date or is otherwise in breach of the terms of these Conditions.

18.  Term & Termination:
18.1 In the event of any provision of these Conditions being or becoming legally ineffective or unenforceable either in its entirety or in part this shall be without prejudice to the validity of and shall not invalidate the remaining provisions of these Conditions which shall remain in full force and effect.

18.2 Either party may terminate this Agreement forthwith by 30 days written notice whereupon advance payments remain payable and cannot be refunded.

18.3 If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him, the Company without prejudice to other remedies shall:

(a)  have the right not to proceed further with the contrast or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due to him, and

(b)  in respect of all unpaid debts due from the Client have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as he thinks fit and to apply the proceeds towards such debts.

19.  Client’s Warranty and Indemnity:

19.1  The Company may refuse to print any of the Client’s Materials which in its opinion contains any defamatory or obscene matter or may infringe any Intellectual Property Rights of any third party.

19.2  The Client warrants to the Company that it owns the Client’s Materials and all Intellectual Property Rights in them and that the Client’s Materials do not infringe any Intellectual Property Rights of any third party and would not if used in relation to the sale of any Commissioned Work or the provision of any services infringe any Intellectual Property Rights of any third party.

19.3  The Client shall indemnify the Company and keep it indemnified in respect of all costs, claims, liabilities and expenses to which the Company may be subject as a result of any claim that any of the Client’s Materials or any design material originated by the Company on the instructions of the Client contains any defamatory or obscene matter or infringes any Intellectual Property Rights of any third party.  The indemnity shall extend (without limitation) to any amount paid on a lawyer’s advice in settlement of any such claim and to the Company’s legal costs.

20. Force Majeure:

The Company shall be under no liability if they shall be unable to carry out any provision of the contract for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation of furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract.  During the continuance of such a contingency the Client may by written notice to the Company elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

21. Sub-contractors:

The Company may, at its sole and absolute discretion, sub-contract any or all of its obligations but shall remain liable to the Client therefore.

22. Law:

These conditions and all other express terms of the contract shall be governed and construed in accordance with the laws of England .

B: TERMS AND CONDITIONS FOR INTERNET ACCESS, WEB HOSTING AND MAINTENANCE CONTRACTS
25. Payment Terms:
Upon confirmation of the Client's order, the Company shall raise an invoice for the first period of the service provision being a minimum of one year, and the invoice shall be due for payment upon receipt and service shall not commence until receipt of that payment. At the same time, the Company shall provide to the Client a Bankers Standing Order Form, and shall request the Client to complete that form and return to the Company. The Company is unable to provide the second and further period's service unless it is in receipt of this validly completed Bankers form prior to 30 days before the end of the first service period. Without the receipt of this form within that time, the service shall be terminated on the last day of the period paid for, and the Company shall reconnect the service upon receipt of a new purchase order with payment.

26. Term & Termination:
The Client may give 30 days written notice to terminate the service whereupon advance payments remain payable and cannot be refunded. The Company may suspend the service for non-payment or misuse. The Company may suspend service temporarily for maintenance work to be carried out when reasonable notice will be given if possible by display upon the Company's Internet Home Page.

27. Provision and Content of Service:
The Company will make reasonable best endeavors to give prompt and continuing service. The Company specifically excludes any warranty as to accuracy of information received through a connection to the internet and world wide web, and denies all legal responsibility in all areas should illegal, libelous or obscene material be sourced by the Client or his agent via the Company's internet service.

28.  Web hosting services:
Clients may retain the services of the Company to host upon its computers or to arrange hosting of web sites not originated by the Company, and whose ongoing content is capable of amendment by the Client at his discretion. In these circumstances the Company retains the right to suspend this hosting service if advised that the content therein may contravene English law. The Company may then request the Client to make amendments so as to adhere to English law, and failing such amendment the Company will then take appropriate actions as it sees fit to protect its legal position. In the event of a Client wishing to host materials which the Company may judge to infringe public standards of decency or accepted good commercial practice, then the Company reserves the right to decline to continue to offer Web hosting and instead offer Co-location services subject to specific price and payment terms.  In all such matters of content, the Company shall be the final arbiter, but shall not unilaterally engage in censorship by amendment of content.

C: TERMS AND CONDITIONS FOR WEB DESIGN AND INTERNET/WEB APPLICATIONS
29. Payment Terms:
Upon confirmation of the Client's order, the Company shall raise an invoice for 50% of the quoted price, and the invoice shall be due for payment upon receipt. Upon completion of the work specified in the Quotation, the Company shall raise a second invoice for the remaining 50% which shall be due for payment 24 hours before the site goes live.

30. Term & Termination:
In the event that the Client gives written notice to terminate the continuation of the project ordered by him, should the Client have already paid the first 50% invoice, then the Company is not bound to make any refund of that sum. Should the Company have already commenced work upon the project, and be able to demonstrate such progress to the Client by presentation of materials written or created expressly for that project, then the Company reserves the right to serve an invoice upon the Client for the final 50% portion of the project ordered by the Client and hence proceed to completion and delivery. In the event of non-payment of any sum invoiced for work of this type, the Company reserves the right to offset sums received from the Client for other categories of invoices in payment towards this category of service.

31. Copyright:
Except as specifically amended within the Quotation, the Company shall retain title to the copyright of all computer code written by employees of the Company, howsoever that code is subsequently applied to computer applications, and whether or not that code is embedded within software written for and sold to the Client. Software written for and purchased by the Client may also include embedded within it the proprietary computer code which forms the basis of the operating system or programming language or other computer utility, and the Company specifically excludes such proprietary code from this statement of copyright title where that code is subject to previously established copyright by its authors or where the code has been previously declared to be in the public domain. The Company shall use its best endeavours to ensure that such proprietary code is provided onto the Client within the proper terms of its licensed usage constraints but the Company will accept no claim of liability should the Client make use and application of the code outside of the terms defined by the owner of the relevant copyright.

32 GENERAL
32.1 The failure of either party to enforce any term of or right arising pursuant to this Agreement does not constitute a waiver of such term or right and shall in no way affect that party’s right later to enforce or exercise the term or right.

32.2 The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.

32.3 This Agreement together with the Engagement Letter constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in communications between the parties prior to this Agreement, except as set out herein. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.

Leepeckgreenfield Limited
Chilworth Point
Chilworth Road
Southampton
SO16 7JQ
REGISTERED IN ENGLAND NO. 3075251