Our Terms and conditions

TERMS OF BUSINESS OF SIGNED SEALED & DELIVERED LIMITED

1. Introduction
These terms and conditions shall apply to any contract between Signed Sealed & Delivered and the Client (which shall mean the person, firm or company placing any order which is accepted by Signed Sealed & Delivered) for the supply of goods (including any instalment or part of them) and services (including any part of them) which Signed Sealed & Delivered is to supply or deliver.
These terms and conditions supersede any of Signed Sealed & Delivered’s previous terms and conditions and any practice or course of dealing previously applying between Signed Sealed & Delivered and the Client.

2. Quotations
A quotation is based on information available to Signed Sealed & Delivered at the date of the quotation and is subject to credit check, sight of materials, their suitability and any artwork to be supplied to Signed Sealed & Delivered by the Client.
Quotations are valid for a period of 28 days and are for the whole of the goods or services to which the quotation relates. Signed Sealed & Delivered may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for goods and services, which constitute only part of the quotation unless the initial specification requested separate quotations for separate elements of the order.
All orders must be in writing, which may take the form of a letter or email. No contract shall exist between Signed Sealed & Delivered and the Client until Signed Sealed & Delivered accepts the order.

3. Order, supply and delivery of materials Supply of materials
The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:
(a) conform to specifications in the quotation and Royal Mail requirements;
(b) are supplied punctually;
(c) are accompanied by a delivery advice note stating the quantity and description of the materials
supplied;
(d) are delivered boxed, packed and supplied in such a way as to withstand normal storage and handling;
(e) are sufficient to enable Signed Sealed & Delivered to deliver the correct quantity of any printing or
reproductive work ordered allowing for normal wastage and spoilage.
Signed Sealed & Delivered shall use its reasonable endeavours to provide the Client with a reasonable estimate of the quantity of printing or reproductive work required.
Checking materials
Signed Sealed & Delivered shall count the number of pallets or boxes containing materials supplied by or on behalf of the Client against any delivery note and shall report any discrepancy to the Client. Signed Sealed & Delivered shall not however be responsible for any loss arising from any errors or omissions in the goods supplied.
Signed Sealed & Delivered shall not be required to check the contents of the pallets supplied by or on behalf of the Client.
Insurance of materials
All materials supplied by or on behalf of the Client are at the Client’s risk whilst on Signed Sealed & Delivered’s premises or in transit to such premises and the Client is responsible for arranging adequate insurance cover for those materials unless arrangements have been made to the contrary.
Storage of materials
Any of the Client’s materials which remain in Signed Sealed & Delivered’s possession after 14 days from the completion of any order will be subject to storage charges. Signed Sealed & Delivered reserves the right to destroy or dispose of all such materials at the Client’s cost not less than 14 days after written notice to that effect is given to the Client.
Physical delivery of materials
The cost of collection and delivery of the Client’s goods or materials is not included within the quotation and where this is carried out by Signed Sealed & Delivered for the Client it will be charged for as an extra.

4. Delivery of orders
The specified time for delivery, which shall be of the essence, shall be subject to the receipt by Signed Sealed & Delivered of all information, materials and Client approval of “proofs” to enable it to proceed with the contract and to comply with any applicable governmental or other consent.

5. Force Majeure
Signed Sealed & Delivered shall be under no liability if it shall be unable to carry out any of the provisions of the contract for any reason beyond its control including (without limiting the foregoing) Act of God; legislation; war; fire; flood; drought; failure of power supply; lock out; strikes or other action in contemplation of the furtherance of a dispute (but not strikes or other action in contemplation of the furtherance of a dispute taken by Signed Sealed & Delivered’s employees).
During the continuance of a situation of “Force Majeure” the Client to provide written notice to Signed Sealed & Delivered to terminate the contract and pay for work done and materials used, but subject to this shall otherwise accept delivery when available.

6. Data Protection
The processing of personal data
Signed Sealed & Delivered represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 2002) solely for the purposes of this contract and for no other purpose.
Signed Sealed & Delivered represents, warrants and undertakes to the Client that it has in place appropriate technical and organisational measures against accidental or unlawful destruction or loss or alteration to, unauthorised disclosure of or unauthorised access to any personal data.
Signed Sealed & Delivered shall ensure that each of its employees, agents and subcontractors are made aware of its obligations with regard to the security and protection of personal data and shall require that they enter into binding obligations reflecting the provisions of this clause.
Auditing of security measures
Signed Sealed & Delivered shall, when requested to do so by the Client, submit its data processing facilities, data files and relevant documentation to auditing by the Client and shall comply with all reasonable requests from the Client to enable it to comply with any and all of its’ obligations under the Act.  Upon the completion or termination of the contract the Client shall provide instructions for the return or destruction of personal data.

7. Intellectual property
The intellectual property rights in any work created by or for Signed Sealed & Delivered in relation to this contract shall vest in Signed Sealed & Delivered unless it is agreed in writing that such intellectual property rights shall pass to the Client.

8. Charges and payment of invoices
Invoices will be settled in accordance with the terms of contract.
The Client shall also be charged for any preliminary work produced by Signed Sealed & Delivered at the Client’s request whether experimentally or otherwise and any corrections made after the first proof and any other changes requested by the Client on or after the first proof.
Payment for postage
Where the mailing is to be undertaken through Signed Sealed & Delivered’s own postal account, the cost of postage shall be paid no later than 48 hours before the mailing begins. If the cost of postage is not paid at this time Signed Sealed & Delivered shall have the right to withhold the mailing.
Postal charge refunds
Where the cost of postage is less than the amount paid Signed Sealed & Delivered shall either refund any sums remaining to the Client or shall provide a credit for the Client for the next mailing it puts through Signed Sealed & Delivered’s account.
Interest on overdue bills
Signed Sealed & Delivered reserves the right to charge interest at the rate of 2.5% per month or part thereof on any overdue sums from the date on which payment was due to the date on which payment is received.

9. Codes of practice and indemnities
The Client shall:
(a) provide Signed Sealed & Delivered with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Signed Sealed & Delivered;
(b) ensure that all information or materials provided by it complies with all applicable statutory requirements and with the codes of practice with the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (BCASP); and the Direct Marketing Association’s Code of Practice;
The Client shall indemnify Signed Sealed & Delivered against all costs, claims, liabilities, penalties and expenses which Signed Sealed & Delivered may incur by reason of its’ works being illegal, unlawful, infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or is defamatory, obscene or the distribution of which may infringe postal or other regulations or which is in breach of any trade description or other legislation.

10. Provision of computer data
The Client shall ensure that any computer data supplied to Signed Sealed & Delivered is clean, unadulterated, capable of being read and processed and does not contain any computer viruses. In the event of the computer data supplied being corrupt, Signed Sealed & Delivered shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client’s expense. The Client shall ensure that all data supplied to Signed Sealed & Delivered are completely unambiguous with regard to their format. A specification of the formats of the data supplied and instructions for interpretation must be provided in writing.

11. Liability
Limitation of Signed Sealed & Delivered’s liability
Signed Sealed & Delivered’s entire liability (including liability for acts and omissions of its employees, agents and sub contractors) in respect of any breach of its contractual obligations and of any representations, statements or tortuous act or omission including negligence shall be limited to the contract price (excluding postage and telecommunications costs). Consequential or indirect loss
Signed Sealed & Delivered shall not be liable for any indirect or consequential loss or damage, loss of profits or goodwill or loss of any kind, other than the direct loss suffered by the Client and subject to limitation under sub clause 11.1.
Liability for death or personal injury
Notwithstanding the sub clauses 11.1 and 11.2 above, Signed Sealed & Delivered’s liability to the Client for death or injury resulting from its own or that of its employees, agents or sub contractors negligence shall be unlimited.

12. Termination and cancellation
Termination in the event of breach of contract by either party or upon the bankruptcy, Liquidation etc of the Client Subject to clause 12.2 either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract. The termination will take effect 14 days after receipt of written notice unless the defaulting party has remedied the default within this time. Signed Sealed & Delivered shall be entitled to terminate this contract by notice in writing in the event of the Client’s failure to pay in accordance with the terms of the contract or in the event of the Client committing an act of bankruptcy or taking any steps leading to liquidation, making any agreement with its creditors or having a receiver or administrative receiver appointed over any of its assets. In the event of termination by Signed Sealed & Delivered under this clause, the Client shall immediately pay any outstanding sums due from it to Signed Sealed & Delivered.
Termination in other circumstances
If either Signed Sealed & Delivered or the Client wishes to cancel the contract (other than for a breach of contract by the other and the instances arising under clause 12.1) then:
(a) where the Client cancels the contract it will pay to Signed Sealed & Delivered a reasonable sum for any work carried out by it prior to such cancellation together with a reasonable profit on the uncompleted portion of the contract;
(b) where Signed Sealed & Delivered cancels the contract it will pay to the Client all reasonable costs incurred by the Client relating to that contract.  Termination of the contract by cancellation in 12.2 (a) & (b) above will take effect immediately upon receipt of written notice from the cancelling party to the other party.

13. Agency, partnership and joint ventures
Nothing in this contract shall be construed as to constitute either Signed Sealed & Delivered or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.

14. Enforceability
No failure or delay by either Signed Sealed & Delivered or the Client in exercising their rights under this contract shall be deemed to be a waiver of those rights. No waiver by either of them of any breach of the contract by the other, shall be considered was a waiver of any subsequent breach of the same or any other provision.

15. Severability
Notwithstanding that any provisions of this contract may prove to be illegal or unenforceable the remaining
provisions shall continue in full force and effect.

16. Entire agreement
These terms and conditions constitute the entire contract between Signed Sealed & Delivered and the Client with respect to the matters dealt with herein. No variation to this contract shall be valid or effective unless made in writing and signed by both of them.

17. Jurisdiction
This contract is subject to Manx law and Signed Sealed & Delivered and the Client agree to submit to the jurisdiction of the Manx courts in respect of any dispute or difference arising under it.

18. Non-delivery of damaged to goods/materials
Signed Sealed & Delivered shall not be liable for any non-delivery, delay or damage caused to any goods or materials whilst in the control of the Royal Mail or any carrier not instructed by the Client.

19. Variations to terms and conditions
Signed Sealed & Delivered shall not be bound by any variation to these conditions unless such variation or addition is agreed by the parties in writing; such variation by Signed Sealed & Delivered being evidenced only by the signature of the Managing Director.

20. Mailing lists
The Company undertakes to supply mailing lists and other data only from reputable sources. However, the accuracy of any such data cannot be guaranteed by Signed Sealed & Delivered.