Stratique Ltd
9 Amber Business Village
Amber Close
Tamworth
B77 4RP
Standard Terms and Conditions January 2010
These are the concession Standard Terms and Conditions of Stratique Ltd Limited (“STRATIQUE LTD”) which may be updated from time to time by notification in writing. Where there is any inconsistency between the provisions set out here and an Order Form (defined below), the provisions of an Order Form will apply. These Conditions and the Order Form shall apply to the Agreement to the exclusion of any other terms and conditions, agreements, understanding, purchase orders and order forms.
1. Definitions
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: “Agreement” means the contract for, amongst other things, hire of the Retail Space described in the Order Form and incorporating these Conditions; “Order Form” means a provisional “Order Form” of STRATIQUE LTD, signed by the Client and returned and received by STRATIQUE LTD, and which is subject to these Conditions; “Business Activity” means the type of goods and/or services that the Client is permitted to promote and sell and set out in the Order Form;
Hire of Stratique Ltd
1.1 The Agreement is subject to the Order Form being signed by the Client and returned and received by STRATIQUE LTD together with payment of all sums due under Condition 3.1 within 5 working days of the Order Form to the Client. Failure to meet this request may result in STRATIQUE LTD in its discretion withdrawing the offer contained in such Order Form. STRATIQUE LTD reserves the right to change its terms or refuse to enter into future agreements.
2. Payment
2.1 Time for payment is inherent. Payment shall be made by such method as STRATIQUE LTD may responsibly select. All sums set out in the Order Form are exclusive of VAT unless otherwise specified.
2.2 Without any other prejudice to any other right of STRATIQUE LTD, If the Client fails to pay any amount in cleared funds by its due date, STRATIQUE LTD may immediately suspend provision of the Marketing Services or other obligations under the agreement (without STRATIQUE incurring any liability whatsoever).
3. Warranties
3.1 STRATIQUE LTD warrants and undertakes to the Client that it has the right, power and authority to enter into the Agreement.
3.2 The Client warrants and undertake to STRATIQUE LTD that it has the right, power and Authority to enter into the agreement and shall remain throughout the agreement
4. Limitation of Liability
4.1 Nothing in the Agreement shall impose any liability on either STRATIQUE LTD in respect of any action or liability incurred by the Client.
4.2 STRATIQUE LTD shall not be liable to the Client for any loss of, damage to or costs in respect in respect of: (a) loss of profit, anticipated profits, revenues, anticipated savings; (b) goodwill, enjoyment, business opportunity or publicity; (c) indirect or consequential loss or damage whether foreseeable, known, foreseen or otherwise.
5. Term and Termination
5.1 Without Prejudice to any other remedies available, either party shall be entitled to terminate the Agreement with immediate effect by giving written notice of termination to the other if:
(a) The other commits a material breach of the Agreement which, in case of a breach capable of remedy, shall not have been remedied within 14 days of the receipt of the other of a notice identifying its breach and requiring its remedy. Upon remedy, the party in breach shall provide proof of remedy within 10 days thereof; or
(b) If the other party passes a resolution for winding up ( other than for the purpose of a solvent amalgamation or reconstruction) or it shall cease or threaten to cease to carry on its business of substantially the whole of its business or becomes or is declared insolvent, bankrupt or convenes a meeting of or proposes to make any arrangement or composition with its creditors or if a liquidator administrator, receiver or trustee or similar officer is appointed over the assets of it or any analogous step is taken in connection with insolvency or dissolution.
6. General
6.1 Subject to any variation under Condition 12.3m the terms and conditions of the Agreement shall apply as between the parties in respect of the subject matter hereof to the exclusion of all other terms and conditions (including any terms and conditions that the Client purports to apply).
6.2 The Agreement contains the entire understanding of the parties with respect of the matter hereof, supersedes all prior arrangements and may not be modified or amended by the parties unless by a written instrument signed by both parties.
6.3 STRATIQUE LTD shall not be liable to the Client for loss arising from or in connection with representations (except any made fraudulently), agreements, statements or undertakings made prior to the date of execution of the Agreement.
6.4 Subject to the Venue Owner being able to enforce the terms of the Agreement and the licence granted under it, for the purpose of the contracts (Rights of Third Party) Act 1999 and not withstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
6.5 No failure of either party to exercise, and no delay in exercising, any right or remedy in respect of any condition herein contained shall operate as a waiver of such right or remedy.
6.6 STRATIQUE LTD and Client are each independent contractors with respect with respect into each other and nothing in the Agreement shall create any association, partnership or joint venture relationship between them or grant the Client any proprietary, tenancy or other property interest other than the right to occupy the Venue as a bare licensee.
6.7 The Agreement shall be subject to English Law and the Exclusive jurisdiction of the English Courts.
7. Graphic Design ( inc. web and 3D design)
7.1 Stratique cannot accept any liability or perceived loss for amends or changes or reprint costs after a job has gone to print. It is the sole responsibility of the client to ensure that the content is correct and to their liking before going to print.
7.2 Stratique cannot accept any liability or perceived loss for amends or changes after a job has gone to manufacture. It is the sole responsibility of the client to ensure that the design is correct and to their liking before going to manufacture.
7.3 Any changes made after the sign off process will incur a charge in line with the STRATIQUE LTD pricing structure.
7.4 If the client provides images for marketing use, the client indemnifies Stratique from any liability resulting from the use of the image or other intellectual property. If the client sends an image to stratique for its use, this constitutes an expression that they have the rights to use the image. If the client has any doubts they must seek clarification from the photographer or the owner of the intellectual property. If the client supplies low resolution images, then the quality of the print will be low resolution. All images for print should be supplied in CMYK format at 300 dpi. Where the client supplies images in RGB format a small charge of £10 per image will be made to convert images from RGB to CMYK.
7.5 All copyright and design rights remain the sole intellectual property of Stratique until payment is received in full. When payment is received, a license to use the design is automatically granted to the client. Stratique requests the right to use designs generated and in the public domain for its own marketing purposes in print and online.
7.6 The license to use stock images purchased by Stratique for use in the clients publications can be used in other materials by STRATIQUE LTD. Stock images cannot however, be emailed to the client in their raw form for use elsewhere. This contravenes the licensing agreement.
8. Written copy and graphic design.
8.1 Stratique will act in good faith to produce written copy and text for approval, based on discussions made with the client. Once approval has been given Stratique will disseminate the copy to the target markets through many different channels including the oriented press, trade journals, email, on websites, and through social media. Stratique cannot be held responsible or liable for inaccuracies or disputes raised after approval. Once the client approves a press release Stratique will not be able to retrieve the article once it is in the public domain. It is the sole responsibility of the client to ensure facts and claims made are accurate and that the client has the right to claim “ownership” of ideas, products and intellectual property. Clients should only supply images that they are allowed by copyright or license to use. Stratique recommend printing off proofs to check thoroughly. Once read normally, reading proofs from bottom right to top left will also improve the effectiveness of this proofing process. Stratique will also check copy but it is the ultimate responsibility of the client to ensure all information is correct.
9. Design: Graphic design and product design.
9.1 Stratique will act in good faith to capture the design intent from any verbal or written instructions. Stratique will attempt to interpret the client’s requirements and will produce drawings and proofs to represent the final design. Design proofs and drawings and dimensioned drawings will be sent to the client for approval, review or comment. Any misinterpretations or changes to the design can be amended before approval. Changes to text, design or dimensions can then be easily made at this stage in the process. It is the sole responsibility of the client to ensure that the design proofs, drawings or dimensioned drawings represent the true design intent and Stratique cannot take any responsibility or accept liability for perceived loss if dimensions are modified throughout the process. Design is an iterative process and assumptions will be made about layout, juxtaposition and dimensions as the process continues. One instruction can typically contradict another later instruction in terms of design fit, form and function.
9.2 It is the clients’ responsibility to ensure that no copyright infringements take place. The client will know their markets better than Stratique and any similarities to existing products with intellectual property rights attached should be assessed by the client before proceeding to market. The client is responsible for ensuring no copyright has been infringed. Where this is in doubt as to Stratique will rely on the
judgement of the Client. In circumstances where conflict arises, Stratique will refer the client and the 3rd party claiming Intellectual Property rights to ACID (Anti Copying in Design).
9.3 Whilst Stratique has a competency in design, the client will have greater knowledge of their products and market requirements. Once a drawing is sent to the client, it is their responsibility to ensure every detail has been interpreted as required. Stratique cannot be held responsible for any perceived loss. To avoid risk of error or commercial exposure, the client should check the drawings thoroughly and also follow the standard design and production processes.
9.4 The clients must check proofs, CAD files and drawings for dimensional inaccuracies, fit, function, conformance to standards, material suitability and legislative requirements
1. Produce a prototype and check for inaccuracies, fit, function, conformance to standards and legislation
2. Make adjustments accordingly and produce a final sample. (Repeat until all issues are resolved)
3. Run a pre-production build and produce a non-conformance (SER) report of any required changes
4. Proceed to production only if all issues have been identified and resolved. If not, repeat processes #3,4,5.
©STRATIQUE LTD – Version 1: January 2010
