Northstar Integrated Advertising & Marketing Limited (the Company)

The Base, 12 Arundel Street, Castlefield, Manchester M15 4JP.

(1) GENERAL
All orders accepted by the Company are subject to those conditions of sale and the placing of an order, either written or verbal, by the Client shall be considered as acceptance of these conditions.
These conditions may not be modified or varied unless Northstar Integrated Advertising & Marketing Limited (hereinafter called “the Company”) agrees in writing and the Company shall not be deemed to accept such other conditions nor waive any of these conditions by failing to object to provisions contained in any purchase order or other communication from the Client. No person has authority on behalf of the Company to vary any condition except a Director and then only in writing signed by a Director.

“Client” means the customer or prospective customer of the Company.
“Brief” means an outline of the work to be undertaken by the Company on behalf of the Client whether communicated verbally or in writing.
“Preliminary Work” means (but is not limited to) ideas, designs, names, copy, mock-ups, rough illustrations and similar work carried out for the Client pursuant to the Brief.
“Artwork” means work done or provided by the Company on the instructions of the Client including (but not limited to) the final stage prior to printing and/or copy after the Preliminary Work has been carried out.
“Hourly Rate” means the rate charged per hour by the Company to the Client prevailing at the date of order. “Materials” means (but is not limited to) paper, card, typesetting, cutting form, disk media, film etc.
“Printer” means the person or firm responsible for converting the Artwork into printed format on the direct instructions of the Company.
“Proofs” mean a printed copy of the Artwork normally supplied by (but not limited to) the Company for the Clients approval prior to a full print run or publication. A proof may be colour or black or white, actual size or visual mock-up as requested by the Client or as available to the Company at the time of producing the proof. Approval is by way of signature of the proof.
“Goods” means that all work and items including (but not limited to) Preliminary Work, Artwork, Websites, Proofs, finished work, photography and Materials in whatever form to be supplied by the Company pursuant to the contract.
“Intellectual Property” means all intellectual property rights in respect of the Goods or any part of them including, without limitation, all copyright, design rights patents and related rights anywhere in the world.
”Consequential Loss” means any loss of profits or anticipated profits, damage to reputation or goodwill, loss of expected future business, damages, costs or expenses including any such sums claimed by or payable to any third party or any other indirect losses.

(2) NEW ACCOUNTS
Prospective Clients wishing to open a credit account are requested to furnish two trade references and one bankers reference. All transactions conducted before the account has been opened must be strictly on a cash/cleared cheque with order basis.

(3) SETTLEMENT TERMS
All invoices are payable, without deduction set-off or counterclaim, within 30 days of the invoice date.
The Company, at its discretion, reserves the right to charge interest on accounts outstanding beyond the time specified above. The rate of interest shall be 7% per annum over the Natwest Bank’s base lending rate, from time to time, whichever is the greater. The Company can exercise this right in addition to or in substitution for any other rights it may have in respect of the goods or non-payment.
Any trade discounts offered by the Company are subject to prompt payment of the invoice to which they relate. In the case of late payment, this discount will be withdrawn and the full invoice value will be due from the Client.

(4) CHARGES PRELIMINARY WORK
Will be charged for at the Hourly Rate plus any Materials used in conjunction with the order, unless agreed in writing and signed by a Director of the Company.

ARTWORK AND PROOFS
Will be charged at the Hourly Rate plus any Materials used. It is the responsibility of the Client to carefully check and approve the Artwork and Proofs prior to printing.

ADDITIONS AND VARIATIONS
If the Client adds to or varies the Brief or at any stage requests additions or variations to any of the Goods all additional work and Materials required by reason of such additions or variations will be charged at the Hourly Rate plus any Materials used (unless an additional or revised price is agreed in writing).

CANCELLATIONS OR SUSPENSIONS
Should the Client decide to cancel an order, the Company will charge the Client with any Materials used and all time spent on the job up to the point of cancellation at the Hourly Rate. If the job is suspended for longer than a period of 14 days, the Company reserve the right to invoice all Materials used and work done to the point of suspension at the Hourly Rate. In the event of cancellation the Client shall forthwith return all Goods in his possession and shall have no interest in or entitlement to use any of the Intellectual Property.

VAT
All charges (except for zero rated items) are exclusive of and subject to Value Added Tax at the appropriate rate.

(5) DELIVERY
Delivery dates are given in good faith by the Company to indicate estimated delivery items but shall not amount to any
contractual obligation to deliver at the time stated. No liability for either direct or Consequential Loss or damage
arising from delay in delivery will be accepted by the Company.

(6) COPYRIGHT
All Intellectual Property in the whole or any part of the Goods shall remain the property of the Company at all times. The Company will grant to the Client a non-exclusive Licence to use such of the Intellectual Property Rights in the finished work only insofar as they are required for the purpose (and in the quantities) ordered by the Client from the Company. In particular, the Licence shall not extend to any additional print run or to the use or reproduction of any part of the Goods by a third party, or in any other medium. The said Licence shall be cancelled retrospectively if any payment due from the Client to the Company is not paid within the settlement terms.

(7) TITLE TO GOODS
Notwithstanding delivery (at which time risk shall pass to the Client) or any other provision of these conditions property in the Goods shall not pass to the Client until the full price of the Goods has been received by the Company in cash or cleared funds, (but Intellectual Property shall not pass at any time). Until such time as the property in the Goods passes to the Client, the Client shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Client and third parties and properly stored, protected and insured and identified as the Company’s property, but the Client shall be entitled to resell or use the Goods in the ordinary course of its business. Until such time as the property in the Goods passes to the Client (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Client to deliver up the Goods to the Company and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the Goods. Any films, plates, proofs or media supplied pursuant to a Contract, with a Client, remain the property of the Company and must be returned to it, on demand, unless paid for at an agreed price. Where the Company are providing Website hosting services the Company are entitled on giving 24 hours notice to take any Website off-line if any sums payable by the Client to the Company are not paid in full to the Company within the settlement terms and the Company will have no liability for the consequence of such action.

(8) RESPONSIBILITY
The Client shall be responsible for ensuring the accuracy of the Brief and its suitability for any purpose required or intended by the Client and the Company shall not be deemed to have any knowledge of any particular purpose or market for which the Goods are required, unless advised by the Client when placing the order and acknowledged by the Company in writing. The Client shall be fully responsible for checking and approving Preliminary Work, Artwork and Proofs and the Company shall have no liability in respect of any errors or defects not notified in writing by the Client at each
stage. If the Company is requested to register a Website Domain Name its responsibility will be restricted to:
1. Making an appropriate search.
2. Placing an on-line order and paying the fee (subject to receipt of funds from the Client unless otherwise agreed in writing).
3. Forwarding the certificate to the Client on receipt.
The Company accepts no responsibility for:
4. Unavailability or inability to register any Domain name.
5. Any aspect of renewal of any registration (which it is the sole responsibility of the Client to diarise and arrange).

(9) LIABILITY
Any claim by the Client which is based on any defect in the quality or condition of the Goods delivered or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to the Company within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge, or at the Company’s sole discretion, refund to the Client the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Client.
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or Consequential Loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of any services or of the Goods or their use or resale by the Client, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of Goods, except as expressly provided in these Conditions.
The Company will not accept liability for any goods that have been subjected to any further process,
manufacture or alteration after the goods have left the Company’s premises.

(10) INDEMNITY
The Client shall indemnify the Company against all claims, in respect of claims, loss, damage or injury
occurring to any person, firm, company or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which the Company may become liable in respect of the Goods in the event that the loss, damage or injury shall have been occasioned otherwise than by the negligence of the Company. The Client shall indemnify the Company against all damages, penalties, cost and expenses to which the Company may become liable through any work done or Goods made in accordance with specifications, drawings or special requirements of the Client or where Goods are made to the Client’s specification or instructions either written or verbal which may involve infringement or alleged infringement of a Patent, Registered Design, trade mark, trade name, copyright or other Intellectual Property of a third party or may cause any actionable damage or loss to any third party.

(11) FORCE MAJEURE
The Company shall have the right to cancel or delay deliveries or to reduce the amount delivered if it is prevented from, or hindered in or delayed in, delivering by normal routes or means of delivering the Goods through any circumstances beyond its control, including but limited to strikes, Acts of God, lock-outs, accidents, war, fire or shortage or unavailability of raw materials from normal sources or routes of supply to the manufacturer.

(12) LEGAL CONSTRUCTION
Every Contract to which these conditions of sale apply shall be construed and operate in accordance with English Law.

ALL ORDERS ACCEPTED OR ISSUED BY NORTHSTAR INTEGRATED ADVERTISING AND
MARKETING LIMITED ARE SUBJECT TO THESE TERMS & CONDITIONS OF BUSINESS.