All business undertaken by SUMOGRAPHICS LTD is transacted subject to the conditions hereinafter set out each of which shall be deemed to be incorporated in any agreement between SUMOGRAPHICS LTD and its Clients. 

1. TERMS AND CONDITIONS
   
   

Any order accepted by SUMOGRAPHICS LTD whether made verbally or in writing is subject to these Terms and Conditions. In the event of there being any conflict then these Terms and Conditions shall prevail and shall override any Terms or Conditions stipulated incorporated or referred to by the Client in their order, correspondence or negotiations or otherwise. Neither SUMOGRAPHICS LTD or the Client shall be bound by any variation, waiver or addition to these conditions or the terms of order except as agreed by both parties in writing.

SUMOGRAPHICS LTD shall use reasonable endeavours to supply the Goods and to deliver the deliverables to the Client, in accordance with all material respects with SUMOGRAPHICS LTD’s proposal.

SUMOGRAPHICS LTD shall use reasonable endeavours to meet any delivery dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence for delivery of the Goods.

The Buyer shall:

Provide to SUMOGRAPHICS LTD, in a timely manner, a full and concise Purchase Order and/or other information as SUMOGRAPHICS LTD may require the need to ensure that the order is accurate in all respects, including correct artwork.

Artwork: The Client will provide ‘print ready artwork’ in accordance with any artwork specifications supplied on the website or instructed by a member of staff. 

Company’s Right to use Buyer’s Artwork: Unless refused in writing by the client at the time of placing their order(s) with SUMOGRAPHICS LTD then SUMOGRAPHICS LTD will presume, and be so indemnified by the Client, that it has the Client’s permission to use any artwork provided to demonstrate SUMOGRAPHICS LTD services in its website, brochures and any other promotional products.

2.ORDERS 

Cancellation or amendments to orders will only be considered if made in writing by the Client to SUMOGRAPHICS LTD and if the Client compensates SUMOGRAPHICS LTD for all costs and expenses and loss of profit incurred in relation thereto.

3.PRICE 

1. Estimates and quotations are based on the current costs of materials and production and are only valid for 30 days. 
2. SUMOGRAPHICS LTD reserves the right to amend any quotation or estimate on or at any time after acceptance to meet any rise or fall in costs of materials and
   production. 
3. Estimates and quotations are exclusive of VAT which will be payable, where applicable, on all invoices. 
4. All preliminary work carried out whether experimentally or otherwise at the Client’s request shall be charged as an extra to the price quoted.
   
   

4.SPECIFICATION AND PROOF 

1. SUMOGRAPHICS LTD will take all reasonable care in carrying out work to the Client’s specification but accepts no liability for the contents of such specification or work. 
2. SUMOGRAPHICS LTD shall not be required to carry out any work which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. 
3. SUMOGRAPHICS LTD shall be indemnified by the Client in respect of any claims, costs, losses and expenses which it may incur as a result of any civil claims or proceedings brought against it arising out of on any work carried out for the Client. This indemnity shall extend to any amounts paid on lawyers’ advice in settlement of any claim.
4. Whenever practicable a proof will be submitted to the Client for approval. SUMOGRAPHICS LTD shall incur no liability for any errors not corrected by the Client in any proof submitted. 
5. If amendments made by the Client necessitate additional proofs such proofs shall be charged as an extra to the price quoted.
   
   

5.FULL COLOUR PRINTING

All reasonable efforts shall be made to obtain the best possible colour reproduction for the Clients work but variation is inherent in the print process and it is understood and accepted as reasonable that, SUMOGRAPHICS LTD shall not be required to guarantee an exact match in colour or texture between the Clients photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by SUMOGRAPHICS LTD or any other party) or any other materials supplied by the Client and the printed article the subject of the Clients order.

6.DELIVERY 

1. Turnaround is measured in Working Days (Monday to Friday).
2. SUMOGRAPHICS LTD will make all reasonable efforts to meet the delivery date quoted on the order, but delivery dates are quoted in good faith and should be treated as estimates only. Subject to sub-clause (c) below, where time is not expressly agreed to be of the essence of the Contract, SUMOGRAPHICS LTD shall not be liable for any loss, damage, or expense caused by any delay in dispatch or delivery howsoever the same may be caused. 
3. The method and appropriate insurance for delivery will be at the discretion of SUMOGRAPHICS LTD and SUMOGRAPHICS LTD reserves the right to send work by courier and make an additional charge if necessary. 
4. Should work be suspended or delivery delayed at the request of the Client for a period of 30 days or more SUMOGRAPHICS LTD shall be entitled to payment for work carried out, materials specially ordered and other additional costs including storage. 
5. The risk in the work shall pass to the Client at the point the work leaves SUMOGRAPHICS LTD premises.
    

7.PAYMENT

Invoices are payable within 7 days of date of invoice unless otherwise agreed. In the event of failure to make payment by the due date, interest will be charged at the rate of 5% above the base rate of Nat West Bank from time to time prevailing such interest to accrue on a daily basis.

The Buyer shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise until the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

If the Buyer fails to pay SUMOGRAPHICS LTD any sum due the Buyer shall be liable to pay any ‘late payment’ fees to SUMOGRAPHICS LTD. SUMOGRAPHICS LTD reserve it’s right to claim any ‘late payment’ fees and compensation for debt recovery costs under the Late Payment Legislation 2002, if not paid according to agreed credit terms.

Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay the SUMOGRAPHICS LTD on the due date, SUMOGRAPHICS LTD may suspend further production and delivery until payment has been made in full.

8.CLAIMS AND LIABILITY 

1. Any defect in or damage to or delay in delivery of work must be notified to SUMOGRAPHICS LTD in writing within 7 days of the date of dispatch. SUMOGRAPHICS LTD shall not be liable in respect of any claim unless such notification has been made. 
2. SUMOGRAPHICS LTD shall incur no liability in respect of the work supplied hereunder in the absence of wilful default or neglect on the part of SUMOGRAPHICS LTD or its employees, agents or sub-contractor. 
3. Where work is defective for any reason SUMOGRAPHICS LTD liability shall be limited to rectifying such defect.
4. Every reasonable endeavour will be made to deliver the quantity ordered but estimates and quotations are conditional upon a margin of 10% being allowed for overs and shortages the same to be charged or deducted respectively. All work the subject of claims or complaint (except as to loss) must be retained and made available to SUMOGRAPHICS LTD for inspection failing which any such claim or complaint cannot be considered.
   
   

9. COPYRIGHT AND OWNERSHIP OF MATERIALS
   
   

1. SUMOGRAPHICS LTD will retain the ownership of the copyright in all work created by SUMOGRAPHICS LTD at all times. 
2. On receipt of payment for work SUMOGRAPHICS LTD will grant to the Client a licence to use the copyright in the work for the purpose for which it was produced for the period during which SUMOGRAPHICS LTD is employed by the Client. Subject to agreement of terms between SUMOGRAPHICS LTD and the Client, SUMOGRAPHICS LTD will extend the Licence in the copyright for such further period as may be agreed. Any Licence granted by SUMOGRAPHICS LTD hereunder shall not be assignable without the prior written consent of SUMOGRAPHICS LTD.
3. Any materials owned by SUMOGRAPHICS LTD and used by it in production of work for Clients shall remain its exclusive property. Materials supplied by the Client shall remain the Client’s property.
   
   

10. ELECTRONIC STORAGE 
    
    

If requested, SUMOGRAPHICS LTD will undertake to store electronic materials and resources relating to work carried out for the Client for a maximum of three years only.

11. CLIENT’S PROPERTY 
    
    

1. Client’s property and all property supplied to SUMOGRAPHICS LTD by and on behalf of the Client shall whilst it is in the possession of SUMOGRAPHICS LTD or in transit to or from the Client be deemed to be at the Client’s risk unless otherwise agreed and the Client should insure accordingly. 
2. SUMOGRAPHICS LTD shall be entitled to make a reasonable charge for the storage of any customer’s property left with SUMOGRAPHICS LTD before receipt of the order or after notification to the customer of completion of the work.
3. All items can be disposed of by SUMOGRAPHICS LTD if not collected within three months.

12. MATERIALS SUPPLIED BY CLIENT 

1. SUMOGRAPHICS LTD may reject any paper, files or other materials supplied or specified by the Client which appear to it to be unsuitable. Additional costs may be incurred if materials are found to be unsuitable during production and may be charged (except that if the whole or any part of such additional cost should have been avoided but for unreasonable delay by SUMOGRAPHICS LTD in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client).
2. Where materials are so supplied or specified, SUMOGRAPHICS LTD will take every reasonable care to secure the best results, but responsibility will not be accepted for
   imperfect work caused by defects in or unsuitability of materials so supplied or specified.
3. A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
   
   

13. WARRANTIES

Where SUMOGRAPHICS LTD is not the manufacturer of the Goods, SUMOGRAPHICS LTD shall endeavour to transfer to the Client the benefit of any warranty or guarantee given to SUMOGRAPHICS LTD.

14. LIABILITY FOR DATA DIVULGED OR CORRUPTED THROUGH HACKING, ETC

In the case of a customer who supplies data to SUMOGRAPHICS LTD by e-mail, ISDN or other electronic means, the Client shall indemnify SUMOGRAPHICS LTD against any claim by any person, firm or corporation in respect of or resulting from the divulgence of or corruption to a) any data held by SUMOGRAPHICS LTD in connection with the contract which divulgence or corruption occurs directly or indirectly as a result of unlawful access by any person whatsoever (other than SUMOGRAPHICS LTD or their employees) by electronic means to SUMOGRAPHICS LTD computers and/or ancillary equipment and b) any data (to whomsoever belonging) held by SUMOGRAPHICS LTD which divulgence or corruption occurs directly or indirectly as a result of access by the Client or his employees by electronic means to SUMOGRAPHICS LTD computers and/or ancillary equipment. Provided always that the Client shall have retained a security duplicate of data supplied to SUMOGRAPHICS LTD and makes the same available to SUMOGRAPHICS LTD on request, SUMOGRAPHICS LTD shall restore at their expense any data lost as a result of any such unlawful access by any person other than the Client, its employees or agents. This clause shall not in any event apply in the case of a client who is not contracting in the course of a business nor holding himself out as doing so.

15. INSOLVENCY OR CREDIT RISK 

If the Client at any time fails to provide satisfactory proof of credit-worthiness to SUMOGRAPHICS LTD or does not comply with the payment terms under Clause 7 hereof or ceases to pay their debts in the ordinary course of business or cannot pay their 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 them SUMOGRAPHICS LTD without prejudice to other remedies shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not), materials purchased for the Client, such charge to be an immediate debt due to them.

16. FORCE MAJEURE 

SUMOGRAPHICS LTD shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its reasonable 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. If such contingency continues for a period of thirty days or more the customer may by written notice to SUMOGRAPHICS LTD elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

17. TERMINATION

Both SUMOGRAPHICS LTD and the Client shall have the right at any time by giving notice in writing to the other to terminate this contract forthwith upon the happening of one or more of the following events:

1. If the other shall fail to make any payment within seven days of the due date or to remedy any other breach forthwith upon being so required in writing.
2. If the other shall enter into bankruptcy or liquidation whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction) or compounds with or enters into a scheme of arrangement for the benefit of its creditors or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt.

18. TERMINATION OF SERVICES DUE TO NON-PAYMENT OF INVOICES

If there are any outstanding sums payable to SUMOGRAPHICS LTD after the agreed payment date or after a written notification of sums owed has been sent, and where no communication is received from the Client, we may in our absolute discretion suspend all services. If instructions have not been received from the Client within one month of suspension of services, all content will be permanently deleted.

In the event of service deletion, SUMOGRAPHICS LTD, and any of its associates will not and cannot be held responsible for loss of service or visibility. 

18.1 Non-Payment & Late Payment timescales

• Two (2) calendar days after non-payment, all services will be temporarily suspended.
• Ten calendar (10) days after non-payment, all services will be permanently suspended and the full outstanding balance will become immediately payable.
• Twenty-eight (28) calendar days after non-payment, all services will be permanently deleted, and legal action may be taken to retrieve the outstanding sums. 

You will be required to pay each invoice submitted by us to you, in full and the funds cleared before any services will be resumed.

If a payment is not made on request, a late payment fee will be added to your account and we will;

• Charge interest on such sums from the due date of payment at the rate of 8% above the base rate (as set by the Bank of England), accruing on a daily basis and being compounded quarterly until payment is made.
• Suspend all services until payment has been made in full.
• Add an administration fee of £45.00 + VAT.

19. SUB-CONTRACTORS

SUMOGRAPHICS LTD may assign or sub-contract any or all of its obligations to any person, firm or company, but shall remain liable to the Client therefore. The Client may not withhold payment of any invoice or other amount due to SUMOGRAPHICS LTD by reason of any right or set-off or counterclaim which the Client may have orally to have or for any reason whatever. Any provision of these conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these conditions.

20. SEVERABILITY AND WAIVER

In the event that any or one of these terms and conditions shall be found to be void but would be valid if some parts thereof were deleted or the period or area of application reduced such term shall apply with such modification as may be necessary to make it valid end effective. Failure to enforce these terms and conditions or any one of them SUMOGRAPHICS LTD shall not be regarded as a waiver of these terms and conditions.

21. VARIATIONS TO TERMS AND CONDITIONS

These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the SUMOGRAPHICS LTD website –
www.sumocreative.co.uk.

22. LAW 

This contract shall be governed by and construed in accordance with the laws of England and Wales.