Terms and Conditions

These are the terms and conditions (“Terms”) which Ravensworth Printing Services Limited (“Ravensworth”) supplies its products and/or services. Ravensworth is a company registered in England under company number 10878470 and our registered office is at The Cooperage, 5 Copper Row, London, England, SE1 2LH. Our VAT number is 273 8731 74.

Ravensworth operates the following websites (each a “Site” and together the “Sites”):

    www.ravensworth.co.uk
    www.ravensworthplus.com
    www.ravensworth.marketingtoolkit.co.uk
    http://www.wearestudio-r.co.uk
    http://mybrochureonline.co.uk

Please read these Terms and our Privacy Policy carefully and make sure that you understand them before ordering any products and/or services from any of our Sites. By ordering any of our products and/or services you agree to these Terms and our Privacy Policy.

If there is a conflict between these Terms and any specific terms and conditions that apply to a product or service that we supply (such as those relating to the Ravensworth Marketing Toolkit or CGI services), those specific terms shall prevail to the extent of inconsistency.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

    1.1 Definitions:

      “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

      “Charges”means the charges payable by you for the Goods or Services in accordance with Clause 5;

      “Commencement Date” is defined in Clause 2.1;

      “Contract” means the contract between us, as Supplier, and the Customer, for the supply of Goods or Services in accordance with these Terms;

      “Control” is defined in Section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly;

      “Customer” means a person who purchases Goods or Services from Ravensworth;

      “Customer Default” is defined in Clause 4.2;

      “Data Controller” is defined in the Data Protection Legislation;

      “Data Processor”is defined in the Data Protection Legislation;

      “Data Protection Legislation” means the General Data Protection Regulation (2016/679), and any successor or replacement legislation enacted in the United Kingdom following the United Kingdom’s withdrawal from the European Union.

      “Data Subject” is defined in the Data Protection Legislation;

      “Deliverables” means the deliverables set out in the Order to be produced by us for the Customer;

      “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals and extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; “Order” means an order placed by a Customer for Goods or Services;

      “Personal Data” is defined in the Data Protection Legislation;

      “Specification” means the description or specification of the Goods or Services provided in writing by us to the Customer;

      “Ravensworth” means Ravensworth Printing Services Limited, a company registered in England and Wales under company number 10878470 with its registered office at The Cooperage, 5 Copper Row, London SE1 2LH;

      “Terms” means these terms and conditions, as amended from time to time in accordance with Clause 11.5; and

      “VAT” is defined in Clause 5.5.

    1.2 Interpretation:

      (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

      (b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

      (c) A reference to “writing” or “written” includes fax but not email.

2. Basis of contract

    2.1 Any order placed by the Customer for Goods or Services constitutes an offer by the Customer to purchase Goods or Services in accordance with these Terms. Unless otherwise specified, after placing an order for Goods or Services on any of our Sites, the Order shall only be deemed to be accepted when Ravensworth issues written acceptance of the Order at which point, and on which date, the Contract shall come into existence (the “Commencement Date”).

    2.2 Any samples, drawings, descriptive matter or advertising issued by Ravensworth, and any descriptions or illustrations contained in the our catalogues or brochures or any Sites, are issued for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract or have any contractual force.

    2.3 Any quotation by Ravensworth shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue, unless otherwise extended by Ravensworth in writing.

3. Supply of Goods or Services

    3.1 Ravensworth shall supply the Goods or Services in accordance with the Specification in all material respects.

    3.2 Ravensworth shall use reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only, and time shall not be of the essence for the performance or delivery of the Goods or Services.

    3.3 Ravensworth reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods or Services, and Ravensworth shall notify the Customer in any such event.

    3.4 Ravensworth warrants that the Goods or Services (as applicable) will be provided using reasonable care and skill.

4. Customer’s obligations

    4.1 The Customer shall:

      (a) ensure that the terms of any Order and any information it provides in the Specification are complete and accurate;

      (b) cooperate with Ravensworth in all matters relating to the Goods or Services;

      (c) provide Ravensworth with such information and materials as Ravensworth may reasonably require in order to supply the Goods or Services, and ensure that such information is complete and accurate in all material respects;

      (d) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods or Services before the date on which the supply of Goods or Services are to start; and

      (e) comply with any additional obligations as set out in the Specification.

    4.2 If the performance of any of Ravensworth’s obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (each a “Customer Default”):

      (a) without limiting or affecting any other right or remedy available to it, Ravensworth shall have the right to suspend delivery or performance of the Goods or Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve Ravensworth from the performance of any of its obligations, in each case to the extent the Customer Default prevents or delays the performance of any of Ravensworth’s obligations;

      (b) Ravensworth shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Ravensworth’s failure or delay in performing any of its obligations as set out in this Clause 4.2; and

      (c) the Customer shall reimburse Ravensworth on written demand for any costs or losses sustained or incurred by Ravensworth arising directly or indirectly from the Customer Default.

    4.3 The Customer warrants and represents to Ravensworth that it has authority to enter into the Contract and that the person entering into the Contract on the Customer’s behalf is duly authorised to execute legally binding contracts on behalf of the Customer.

5. Charges and payment

    5.1 The charges for the Goods or Services shall be the price set out in the Order, or if no price is quoted, on a time and materials basis. If the charges are calculated on a time and materials basis:

      (a) the charges shall be calculated in accordance with Ravensworth daily fee rates, as set out in its current price list at the date of the Contract;

      (b) the Ravensworth daily fee rates for each individual person are calculated on the basis of a seven-hour day from 9:00am to 5:30pm worked on Business Days;

      (c) Ravensworth may charge an overtime rate of 10% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Goods or Services outside the hours referred to in Clause 5.1(b);

      (d) Ravensworth may charge the Customer for any expenses reasonably incurred by the individuals who we engage in connection with delivering the Goods or Services and for the cost of services provided by third parties and required by Ravensworth for the delivery of the Goods or Services, and for the cost of any materials.

    5.2 Ravensworth reserves the right to:

      (a) increase the charges for the Goods or Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index; and

      (b) increase the charges for the Goods or Services, by giving notice to the Customer at any time before completion of the relevant Order, to reflect any increase in the cost of delivering the Goods or Services that is due to:

        (i) any factor beyond Ravensworth’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

        (ii) any request by the Customer to change the delivery date(s) or Specification; or

        (iii) any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give Ravensworth adequate or accurate information or instructions in respect of the Goods or Services.

    5.3 Ravensworth shall invoice the Customer on completion of each item of an Order in arrears.

    5.4 The Customer shall pay each invoice:

      (a) within 30 days of the date of the invoice; and

      (b) in full and in cleared funds to a bank account nominated in writing by Ravensworth, and time for payment shall be of the essence of the Contract.

    5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, you shall, on receipt of a valid VAT invoice from us, pay such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services at the same time as payment is due for the supply of the Goods or Services.

    5.6 If the Customer fails to make a payment due to Ravensworth under the Contract by the due date, then, without limiting the Ravensworth’s remedies under Clause 8 or at law, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum (whether before or after judgment). Interest under this Clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

    5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Data protection

    6.1 The parties acknowledge that, for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Ravensworth is the Data Processor of any Personal Data provided by the Customer under or in connection with the provision of Goods or Services (“Customer Personal Data”). The categories of Customer Personal Data to be processed by the Ravensworth and the processing activities to be performed in delivering the Services are:

    6.2 Ravensworth agrees:

      (a) to process the Customer Personal Data only in accordance with the Customer’s written instructions, unless required to do otherwise by EU or UK law, in which case Ravensworth shall inform the Customer of that legal requirement (unless prohibited from doing so by law);

      (b) to ensure that all its staff involved in processing the Customer Personal Data are under appropriate contractual or statutory duties of confidentiality;

      (c) to implement appropriate technical and organisational measures to ensure a level of security for the Customer Personal Data appropriate to the risks associated with Ravensworth’s processing of the Customer Personal Data;

      (d) not to engage another processor (“Sub-Processor”) of the Customer Personal Data without the Customer’s prior written approval and to ensure that any Sub-Processor is bound by obligations the same as those in this Clause 6.2 with respect to the Customer Personal Data;

      (e) to assist the Customer by appropriate technical and organisational measures to enable the Customer to respond to requests from Data Subjects exercising their Data Subject Rights;

      (f) to provide the Customer with reasonable assistance in ensuring compliance with the Customer’s obligations under Articles 32 to 36 (inclusive) of the GDPR;

      (g) on termination, expiry or fulfilment of a Contract, to delete or return (at the Customer’s option) all existing copies of the Customer Personal Data in its control or possession, unless retention is required by UK or EU law;

      (h) to report any Personal Data breach relating to the Customer Personal Data to the Customer without undue delay;

      (i) to make available to the Customer all information in its possession or control that is necessary to demonstrate Ravensworth’s compliance with its obligations under this Clause 6.2; and

      (j) to allow the Customer, on reasonable prior written notice and during business hours (between 9:00 am and 5:30 pm) on a Business Day, reasonable access to Ravensworth’s premises, records, staff and systems (and reasonable related assistance) to enable the Customer to verify Ravensworth’s compliance with its obligations under this Clause 6.2.

    6.3 With respect to a request or audit under Clause 6.2(i) or Clause 6.2(j) (as applicable), Ravensworth shall inform the Customer immediately if, in its opinion, the Customer’s instruction infringes the GDPR or another applicable UK or EU data protection law.

7. Intellectual Property Rights

    7.1 All Intellectual Property Rights in or arising out of or in connection with the Goods or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Ravensworth.

    7.2 Subject to payment of the Charges under Clause 5.4, Ravensworth grants the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding the materials provided by the Customer) for the purpose of receiving and using the Goods or Services and the Deliverables in its business.

    7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 7.2.

    7.4 The Customer grants to Ravensworth a fully paid-up, worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to copy and modify any materials provided by the Customer for the term of the relevant Contract and for a further period of 2 years after the delivery of the Goods, Services or Deliverables for the purposes of:

      (a) providing the Goods or Services to the Customer;

      (b) marketing Ravensworth’s goods or services on the Sites, in printed documents and other marketing materials promoting Ravensworth’s business.

8. Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

    8.1 Nothing in a Contract shall limit or exclude either party’s liability for:

      (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

      (b) fraud or fraudulent misrepresentation; or

      (c) any other liability which cannot be limited or excluded by applicable law.

    8.2 Subject to Clause 8.1, Ravensworth shall not be liable to the Customer (whether in contract, tort or otherwise) under or in connection with the Contract for:

      (a) loss of profits;

      (b) loss of sales or business;

      (c) loss of agreements or contracts;

      (d) loss of anticipated savings;

      (e) loss of use or corruption of software, data or information;

      (f) loss of or damage to goodwill; or

      (g) any indirect or consequential loss.

    8.3 Subject to Clauses 8.1 and 8.2, Ravensworth total liability to the Customer (whether in contract, tort or otherwise) arising out of or in connection with the Contract shall be limited to the value of the Charges paid under the Contract in the 12 months immediately prior to the date on which the cause of action arises.

    8.4 The terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

    8.5 This Clause 8 shall survive termination of the Contract.

9. Termination

    9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

      (a) the other party commits a material breach of any term of the Contract and (if the breach is remediable) fails to remedy the breach within 30 days of that party being notified in writing to do so;

      (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appoint to any of its assets or ceasing to carry on business or, if the step is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

      (d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    9.2 Without affecting any other right or remedy available to Ravensworth, Ravensworth may terminate the Contract with immediate effect by giving written notice if:

      (a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

      (b) the Customer undergoes a change of control.

    9.3 Without affecting any other right or remedy available to Ravensworth, Ravensworth may suspend the supply of the Goods or Services under the Contract or any other contract between the parties if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events list in Clause 9.1(b) to Clause 9.1(d) (inclusive), or Ravensworth reasonably believes that the Customer is about to become subject to any of them.

10. Consequences of termination

    10.1 On termination of the Contract:

      (a) the Customer shall immediately pay all outstanding unpaid invoices and interest and, in respect of Goods or Services supplied but for which no invoice has been submitted, Ravensworth shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

      (b) the Customer shall return all and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Ravensworth may enter your premises and take possession of them. Until they have been returned or outstanding invoices and any interest paid in full, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.

    10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

    10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. General

    11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

    11.2 Assignment and other dealings.

      (a) Ravensworth may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all of its rights and obligations under the Contract.

      (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without Ravensworth’s prior written consent.

    11.3 Confidentiality.

      (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 10.3(b).

      (b) Each party may disclose the other party’s confidential information:

        (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 10.3; and

        (ii) as may be required by law, a court of competent jurisdiction or any other governmental or regulatory authority.

      (c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

    11.4 Entire agreement. The Contract, together with any special terms and conditions applicable to a particular Good or Service purchased by you, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this Clause 10.4 shall limit or exclude any liability for fraud.

    11.5 Variation. Ravensworth has the right to vary or replace these Terms from time to time by publishing such updated terms on our Sites and such updated Terms shall apply to all Contracts from the date of publication. The Customer will be subject to the Terms in force on the date of the Contract for the provision of Goods or Services, except where a change to these Terms is required by law, in which case the Terms as amended from time to time by the required changes in law shall apply.

    11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

    11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision of part-provision under this Clause 10.7 shall not affect the validity or enforceability of the rest of the Contract.

    11.8 Notices.

      (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number.

      (b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax, at 9:00am on the next Business Day after transmission.

      (c) This Clause 10.18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

    11.9 Third party rights.

      (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

      (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

    11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

    11.11 Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, the Contract or its subject matter or formation.