Calico Terms & Conditions
Conditions Of Business Of Spacetitle Ltd.
Orders will be processed exclusively on the basis of the following
general terms and conditions (“Conditions”) of Spacetitle Ltd.
Your use of our Website to buy products and services
(“Products”) from us is governed by these Conditions, our
read and agree to before placing an order.
General Information about us:
Our name: Spacetitle Ltd.
Trading as: Calico
30-32 The Bell Centre, Newton Road, Crawley, West Sussex RH10 9FZ
Tel: 01273 833353
Our registered office address: 30-32 The Bell Centre, Newton Road,
Crawley, West Sussex RH10 9FZ
We are a limited company registered in England and Wales under
company registration number 02521856
We do not belong to any trade organisations, professional bodies
or supervisory authorities, nor do we subscribe to any particular
codes of conduct.
Standard Conditions Of Contract
a. “Seller” means the party providing the goods or services
under these terms and conditions.
b. “Buyer” means the party contracting with the Seller to
acquire the good and services supplied under these terms
c. “Work” means all goods (by way of intermediate or
finished product) and services supplied by the Seller to the
d. “Intermediates” means all products produced during the
manufacturing process including non-exhaustively discs,
film, plate, intellectual property.
e. “Preliminary Work” means all work done in the concept and
preparatory stages (including non-exhaustively design,
artwork, colour matching).
f. “Electronic File” means any text, illustration or other
matter supplied or produced by either Party in digitised
form on disc, through a modem, or by ISDN or any other
g. “Periodical Publications” means publications produced at
(normally regular) intervals.
h. “Insolvency” means the Buyer is in a position where it is
unable to pay its debts or has a winding up petition issued
against it or has a receiver, administrator or administrative
receiver appointed to it or being a person commits an act
of bankruptcy or has a bankruptcy petition issued against
a. Estimates are based on the Seller’s current costs of
production and, unless otherwise agreed in writing, are
subject to amendment to meet any rise or fall in such costs
that have taken place by the time of delivery.
b. Cancellation post-acceptance of estimate Any Calico
proposal for digital design, web design, logo design,
marketing or any ideas expressed within any Calico
proposal are the property of Calico. Any Calico proposal
constitutes consideration for the purpose of this contract.
By accepting any Calico proposal or estimate, you are
entering into a contract with Calico and will be liable for a
minimum of 25% of the maximum total value of the
estimate regardless of whether you cancel the order. In
short, if you cancel the order after acceptance, you will
still be liable for 25% of the total value of the estimate.
c. Estimates are given exclusive of tax and the Seller reserves
the right to charge and the Buyer will pay any VAT or
other tax payable.
d. All work carried out shall be charged. This includes all
Preliminary Work whether or not the Buyer agrees to that
work being taken forward to production.
e. Any additional work required of the Seller by reason of the
Buyer supplying inadequate copy, incomplete or incorrect
instructions or insufficient materials; or late delivery of the
same shall be charged.
f. Payment shall become due before delivery of the Work.
The Seller, at his absolute discretion, may ask for part or
full payment in advance of starting the Work.
g. If Credit Facilities have been granted, payment is due by
the end of the month following the month of Invoice. If any
item(s) remain unpaid by that due date charges will apply,
in accordance with s5A and/or s6 of the Late Payment
Commercial Debt (Interest) Act 1998 or any subsequent
enactment. In addition, all invoices will become due and
payable immediately and will be treated as overdue items,
with appropriate charges applied and all costs reasonably
incurred in collecting the debt payable by the Buyer.
h. Unless otherwise agreed in writing, the price of the Work
will be “ex-works” and delivery shall be charged extra.
i. Should the Work be suspended or delayed by the Buyer for
any reason the Seller shall be entitled to charge for
storage and for loss of or wastage of resources that
cannot otherwise be used.
j. Should the suspension or delay in 2(h) above extend
beyond 30 days the Seller shall be entitled to immediate
payment for work already carried out, materials specially
ordered and any other additional costs.
3. Credit Facilities
a. Credit facilities may be granted to applicants who
complete the Seller’s Credit Account Application Form and
who satisfy the Seller’s criteria as set out from time to
time. Where facilities are granted the Seller reserves the
right to withdraw them at any time, without having to give
their reasons and, in such a case, all outstanding invoices
become due and payable immediately.
a. Delivery of the Work shall be accepted when tendered.
b. Unless otherwise agreed in writing completion and delivery
times are a guide only and, whilst the Seller will make
every effort to adhere to proposed timescales, time is not
of the essence in any contract with the Buyer.
c. Unless otherwise agreed in writing, (in which case an extra
charge may be made) delivery will be to kerbside at the
Buyer’s address and the Buyer will make arrangements for
off-loading and for any additional transportation to its
d. Subject to any agreement as per 4(c) above, delivery
involving difficult access and/or unreasonable distance
from vehicular access shall entitle the Seller to make an
extra charge to reflect its extra costs.
e. Should expedited delivery be agreed the Seller
5. Materials supplied or specified by the Buyer
a. Electronic Files
i. It is the Buyer’s responsibility to maintain a copy of any
original Electronic File provided by the Buyer.
ii. The Seller shall not be responsible for checking the
accuracy of supplied input from an electronic file unless
otherwise agreed in writing.
iii. Without prejudice to clause 5.2(b), if an electronic file
is not suitable for outputting on equipment normally
adequate for such purposes without adjustment or
other corrective action the Seller may make a charge
for any resulting additional cost incurred or may reject
the file without prejudice to his rights to payment for
work done/material purchased.
b. Other Materials
i. Metal, film and other materials owned by the Buyer and
supplied to the Seller for the production of type, plates,
film – setting, negatives, positives, electronic files and
the like shall remain the Buyer’s exclusive property.
However where the content is generated by the Seller,
the Seller may, in order to protect his intellectual
property rights and at his absolute discretion, replace
such material with unused material of a similar or better
ii. The Seller may reject any film, discs, paper, plates,
electronic files or other materials supplied or specified
by the Buyer which appear to him to be unsuitable for
the purpose intended. 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 Seller in ascertaining the
unsuitability of the materials then that amount shall not
be charged to the Buyer.
iii. Without prejudice to clause 5.2.b, where materials are
so supplied or specified, and the Seller so advises the
Buyer, and the Buyer instructs the Seller in writing to
proceed anyway, the Seller will use reasonable
endeavours to secure the best results, but shall have no
liability for the quality of the end-product(s).
iv. Quantities of materials supplied shall be adequate to
cover normal spoilage. Any costs incurred as a result of
shortages, including re-starting jobs, duplicating
masters etc will be charged in addition to the estimated
c. Risk and storage
i. Buyer’s property and all property supplied to the Seller
by or on behalf of the Buyer shall while it is in the
possession of the Seller or in transit to or from the
Buyer be deemed to be at Buyer’s risk unless otherwise
agreed in writing and the Buyer should insure
ii. The Seller shall be entitled to make a reasonable charge
for the storage of any Buyer’s property left with the
Seller before receipt of the order or after notification to
the Buyer of completion of the work.
d. Finished Goods
i. The risk in the Work and all goods delivered in
connection with the Work shall pass to the Buyer on
delivery and the Buyer should insure accordingly.
ii. On completion of the Work, the Seller will store the
Buyer’s materials and Work for a maximum of one
month, after which time they will be destroyed without
6. Materials and equipment supplied by the Seller
a. Metal, film and other materials owned by the Seller and
used in the production of intermediates, type, plates, film –
setting, negatives, positives, electronic files and other
production processes, together with items thereby
produced, shall remain the Seller’s exclusive property.
b. Type shall be distributed and film and plates, tapes, discs,
electronic files or other work destroyed immediately after
the order is executed unless written arrangements are
made to the contrary. In the latter event, storage shall be
c. The Seller shall not be obliged to download any digital
data from his equipment or supply the same to the Buyer
on disc, tape or by any communication link.
7. Retention of Title
a. The Work remains the Seller’s property until the Buyer has
paid for it and discharged all other debts owing to the
b. If the Buyer becomes subject to Insolvency and the Work
has not been paid for in full the Seller may take the goods
back and, if necessary, enter the Buyer’s premises to do
so, or to inspect and/or label the goods so as to identify
c. If the Buyer shall sell the goods before they have been
paid for in full he shall hold the proceeds of sale on trust
for the Seller in a separate account until any sum owing to
the Seller has been discharged from such proceeds.
d. Where the Buyer is in breach of these Terms or performs
any act of Bankruptcy or Insolvency the Seller reserves the
right to approach the Buyer’s customer and to offer the
Work directly to them, notwithstanding the fact that this
will involve advising the Buyer’s customer that the Buyer is
in breach or in default.
8. Proofs and variations
a. The Seller shall incur no liability for any errors not
corrected by the Buyer where the Buyer has been provided
with proofs. The Buyer’s alterations and additional proofs
necessitated thereby shall be charged extra. When style,
type or layout is left to the Seller’s judgement, changes
there from made by the Buyer shall be charged extra.
b. Where the Buyer specifically waives any requirement to
examine proofs the Seller is indemnified by the Buyer
against any and all errors in the finished Work.
c. Colour proofs Due to differences in equipment, paper, inks
and other conditions between colour proofing and
production runs, a reasonable variation in colour between
colour proofs and the completed job will be deemed
acceptable unless otherwise agreed in writing.
d. 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 being
allowed for overs or unders the same to be charged or
deducted, unless otherwise agreed in writing.
9. Copyright and moral rights
a. The Seller claims no copyright in material submitted to us
for the purposes of fulfilling the buyers instruction.
b. The buyer warrants that the buyer owns or controls all
rights, has obtained all copyright, or has permissions,
consents and waivers that as are now and hereafter
required for all copying, processing, scanning, printing and
manipulation to be undertaken by the seller
c. The buyer also warrants that no copyright or moral rights
will be infringed by the seller carrying out the requested
d. The client agrees to indemnify the seller against all losses,
damages, claims or expenses which the seller may incur by
virtue of any breach of the above warranties.
e. All artwork files remain the property of the seller. Artwork
will be kept on file after completion of any work. Any
amendments or modifications requested
by the client at a later date will be charged at an hourly
rate of £50
f. The seller reserves the right to use any artwork for means
of advertsing and self promotion in print and on the web.
g. Logo designs remain the property of the seller until any
payments have been received in full. Any trademarks and
copyrights will then be transferred tocomplete ownership
of the client
10. Claims and Liability
i. Advice of damage, delay or loss of goods in transit or
of non-delivery must be given in writing to the Seller
and the carrier within three clear days of delivery (or, in
the case of non-delivery, within 3 days of notification of
despatch of the goods) and any claim in respect
thereof must be made in writing to the Seller and the
carrier within seven clear days of delivery (or, in the
case of non-delivery, within 7 days of notification of
despatch). All other claims must be made in writing to
the Seller within 14 days of delivery. The Seller shall not
be liable in respect of any claim unless the
aforementioned requirements have been complied with
except in any particular case where the Buyer proves
(i) it was not possible to comply with the requirements
(ii) the claim was made as soon as reasonably possible.
ii. If the Work is defective so that the Buyer may in law
reject it, said rejection must take place within 7 days of
delivery of the goods, failing which the Buyer will be
deemed to have accepted the Work.
iii. In the event of all or any claims or rejections the Seller
reserves the right to inspect the Work within seven
days of the claim or rejection being notified.
i. Insofar as is permitted by law where Work is defective
for any reason, including negligence, the Seller’s
liability (if any) shall be limited to rectifying such
defect, or crediting its value against any invoice raised
in respect of the Work.
ii. Where the Seller performs its obligations to rectify
defective Work under this condition the Seller shall not
be liable for indirect loss, consequential loss or third
party claims occasioned by defective Work and the
Buyer shall not be entitled to any further claim in
respect of the Work nor shall the Buyer be entitled to
repudiate the contract, refuse to pay for the work or
cancel further deliveries.
iii. Defective Work must be returned to the Seller before
replacement or credits can be issued. If the subject
Work is not available to the Seller the Seller will hold
that the Buyer has accepted the Work and no credits or
replacement Work will be provided.
iv. The Seller shall not be liable for indirect loss,
consequential loss or third party claims occasioned by
delay in completing the work or for any loss to the
Buyer arising from delay in transit, whether as a result
of the Seller’s negligence or otherwise.
v. Where the Seller offers to replace defective Work the
Buyer must accept such an offer unless he can show
clear cause for refusing so to do. If the Buyer opts to
have the work re-done by any third party without
reference to the Seller the Buyer automatically revokes
his right to any remedy from the Seller, including but
not exclusively the right to a credit in respect of Work
done by the Seller.
vi. Where the Work will be forwarded by or on behalf of
the Buyer to a third party for further processing the
Buyer will be deemed to have inspected and approved
the Work prior to forwarding and the Seller accepts no
liability for claims arising subsequent to the third
vii. The Seller reserves the right to reject any work
forwarded to him after initial processing by a third
party as soon as is reasonably practicable without
processing the work any further. Should the Buyer
require the Seller notwithstanding to continue, then the
Seller is only obliged to do so after confirmation from
the Buyer in writing.
viii. Nothing in these conditions shall exclude the Seller’s
liability for death or personal injury as a result of its
a. Without prejudice to other remedies, if the Buyer becomes
insolvent, the Seller shall have the right not to proceed
further with the contract or any other work for the Buyer
and be entitled to charge for work already carried out
(whether completed or not) and materials purchased for
the Buyer, such charge to be an immediate debt due to
him. Any unpaid invoices shall become immediately due for
12. General Lien
a. Without prejudice to other remedies, in respect of all
unpaid debts due from the Buyer the Seller shall have a
general lien on all goods and property of or provided by
the Buyer 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 as agent for the Buyer
in such manner and at such price as he thinks fit and to
apply the proceeds towards such debts, and shall when
accounting to the Buyer for any balance remaining be
discharged from all liability in respect of such goods or
13. Illegal matter
a. The Seller shall not be required to print any matter which
in his opinion is or may be of an illegal or libellous nature
or an infringement of the proprietary or other rights of any
b. The Seller shall be indemnified by the Buyer in respect of
any claims, costs and expenses arising out of the printing
by the Seller for the Buyer of any illegal or unlawful matter
including matter which is libellous or infringes copyright,
patent, design or any other proprietary or personal rights.
The indemnity shall include (without limitation) any
amounts paid on a lawyer’s advice in settlement of any
claim that any matter is libellous or such an infringement.
14. Periodical publication
a. A contract for the printing of a periodical publication may
not be terminated by either party unless 13 weeks notice in
writing is given in the case of periodicals produced
monthly or more frequently or 26 weeks notice in writing is
given in the case of other periodicals. Notice must be
given after completion of work on any one issue.
Nevertheless the Seller may terminate any such contract
forthwith should any sum due thereunder remain unpaid.
15. Force majeure
a. The Seller shall be under no liability if he shall be unable to
carry out any provision of the contract for any reason
beyond his reasonable control including (without limiting
the foregoing): Act of God; legislation; war; fire; flood;
drought; inadequacy or unsuitability of any instructions,
electronic file or other data or materials supplied by the
Buyer; failure of power supply; lock-out, strike or other
action taken by employees in contemplation or 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 Buyer may by
written notice to the Seller elect to terminate the contract
and pay for work done and materials used, but subject
thereto shall otherwise accept delivery when available.
16. Data Protection
a. The Buyer is hereby notified that the Seller may transfer
personal information about the Buyer to a Credit Agency
pursuant to cl 2f above.
a. These conditions and all other express and implied terms
of the contract shall be governed and construed in
accordance with the laws of England and the parties agree
to submit to the jurisdiction of the courts of England and
a. All specifications and notices relied on by either party and
all variations to this agreement must be in writing and
include a duly authorised signature.
a. Nothing in these Terms shall affect the rights of
a. All clauses and sub-clauses of this Agreement are
severable and if any clause or identifiable part thereof is
held to be unenforceable by any court of competent
jurisdiction then such enforceability shall not affect the
enforceability of the remaining provisions or identifiable
parts thereof in these Terms and Conditions