The content of this Website is the sole property of ADS Creative. All intellectual property rights existing in this site (including but not exclusively any copyright and design right) belong exclusively to ADS Creative. ADS Creative's statement of copyright ownership must remain on all reproductions of material downloaded from this site. ADS Creative, ADS Hosting and the logo device's associated with these two names are the sole property of ADS Creative. Any other trademarks, registered or otherwise, remain the property of the appropriate trademark owner.
Whilst ADS Creative has taken every care to ensure that the information on this Website is accurate and up to date, no warranties express or implied are given as to the accuracy of the information contained on the Website. No action should be taken or omitted in reliance of any information or advice placed on the Website.
ADS Creative shall not be liable for any loss or damage arising out of the use of any of the information on this Website. Whilst every effort has been made to ensure that the content of this website is virus free, we would recommend that any downloaded information be virus-checked using reputable virus-checking software. ADS Creative cannot accept any liability for damage sustained as a result of infection by computer viruses.
Unless otherwise specified, the materials on this Website are directed at and are intended solely for use by those accessing the Website from the United Kingdom mainland. ADS Creative makes no representation or warranty that any product, service or information referred to or contained in this Website are appropriate for use in other locations or jurisdictions. Those who choose to access this site from other locations or jurisdictions are responsible for compliance with any applicable local laws.
Any information acquired by ADS Creative through your use of this Website will be processed in accordance with the Data Protection Act 1998 and any associated Statutory Instruments, Codes of Practice and subsequent Acts of Parliament.
subject to standard conditions of the printing industry where appropriate
1.1 "ADS Creative" and "the Client" shall mean the parties so defined on the quotation and on the invoice.
1.2 "The Contract" means any contract for work carried out by ADS Creative for the Client.
1.3 "the Work" and "the Goods" mean any work or goods forming the subject of The Contract or used in its execution.
2.1 The Contract shall come into existence when the Client's order/instruction is accepted in writing or confirmed by letter, fax or email by ADS Creative.
2.2 These conditions shall be incorporated into the Contract and no variations or amendments of this Contract shall be binding on ADS Creative unless
confirmed by ADS Creative in writing.
3.1 Quotations or estimates given by ADS Creative, unless otherwise stated in them, shall be open for acceptance within 30 days of the date on the quotation.
3.2 Quoted or estimated prices are based upon ADS Creative's current costs and, unless otherwise agreed in writing, can be adjusted on or at anytime after acceptance of the order to meet any rise or fall in such costs.
3.3 VAT and all other taxes or duties will be payable at the appropriate rate from time to time whether or not included in the quotation or estimate.
3.4 After notification of completion of the order to the Client, ADS Creative shall be entitled to make an additional charge for storage.
3.5 Experimental, or other work carried out at the Client's request will be charged to the Client, whether such work forms part of an existing contract or not.
4.1 Any visual presentation or tender, artwork, mockup, illustration, photography or video/cd rom submitted to the Client or a prospective Client, is copyright protected and remains the property of ADS Creative and/or its originator, unless and until it is sold to the Client, and the agreed price is paid in full. Should the said material be unsuitable for any reason and a sale not be agreed, all such material should be returned to ADS Creative and no part of it be used or reproduced by the Client or other third party unless by prior, written agreement with ADS Creative. ADS Creative shall be entitled to make the appropriate charge for any material which is used without prior, written agreement as designated, and without prejudice to other rights.
4.2 ADS Creative retains copyright to all commissioned material and the right to limit the use of commissioned material to the specified commission.
4.3 Should ADS Creative transfer full copyright of commissioned material to the Client, ADS Creative shall retain the right to claim authorship and use any such material for their self promotional and demonstration purposes.
5.1 Payment falls due on delivery of Work, or notification to the Client of completion of the Work, whichever is earlier. 30 day credit accounts, negotiated terms, & prompt payment discounts, are available subject to status.
5.2 Any project known to have a time scale longer than 2 months to completion will be subject to stage payments, negotiated and agreed at commencement.
5.3 Should expedited delivery be agreed, an additional charge may be made to cover the costs of overtime working and any other costs involved.
5.4 Should work be suspended at the request of, or delayed through any default of the Client for a period of 30 days ADS Creative shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
6.1 Delivery shall be accepted by the Client when tendered at the Client's premises or collected by the Client and risk in the work passes when
delivered to the Client.
6.2 ADS Creative may at its discretion deliver and invoice for any item on the order separately in any sequence but no default or failure by ADS Creative in respect of any one or more items delivered shall vitiate the Contract in respect of any work undelivered or previously delivered.
6.3.1 Notwithstanding delivery, the property on the goods supplied shall not pass to the Client until payment in full, the Client holding the Goods and any proceeds arising from the sale thereof as trustee for ADS Creative and keep any Goods fully insured, shall not sell, dispose or part with possession of the same and shall indemnify ADS Creative against loss or damage however arising.
6.3.2 At any time before property has passed, if payment of all or part of the price is more than 2 months overdue or the Client has gone into liquidation or had a receiver appointed of its assets, or had a winding up order made against it, or being an individual has committed any act of bankruptcy ADS Creative shall be entitled to repossess goods (if not returned on demand) and for that purpose enter upon the Client's premises (or upon the premises of any other person holding the goods on behalf of the Client) without liability for any damage reasonably or necessarily caused, the Client doing everything necessary to facilitate such entry and repossession.
6.3.3 Repossession shall not affect ADS Creative's right to recover the balance of the price of the goods repossessed.
6.3.4 Until the property in the goods has passed the Client shall, if so required by ADS Creative, store and mark them so as to show clearly they are ADS Creative's property.
6.3.5 If any goods belonging to ADS Creative are resold or otherwise disposed of by the Client, the Client shall account and pay over to ADS Creative such part of the monies so received as equals the outstanding balance of the price. On any resale or other disposal the Client shall have no authority to bind ADS Creative or act as agent for ADS Creative, and shall furnish full written details of any such transactions of goods belonging to ADS Creative and take all necessary steps to recover any sums outstanding to the Client from persons to whom the Goods have been resold or disposed of and shall permit ADS Creative to commence proceedings against such persons at the cost of and in the name of the Client.
6.3.6 Any failure by ADS Creative to enforce any of the afore mentioned shall not be construed as waiver of any of ADS Creative's rights.
6.4.1 Material supplied by the Client shall remain at the Client's risk and should be insured by the Client accordingly.
6.4.2 ADS Creative, when acting as an agent for a specified printer or supplier on behalf of the Client, may reject any materials supplied or specified by the Client which appear unsuitable or defective and the Client shall bear any additional cost incurred if such materials are found to be unsuitable during production.
6.4.3 Where materials are so supplied or specified in the absence of failure to use reasonable care and skill ADS Creative shall not be liable for defective work.
6.4.4 Quantities of materials so supplied shall be adequate to cover normal spoilage.
6.5 Materials used in the production of artwork, plates, negatives, positives photo-typesetting etc., shall remain the exclusive property of the specified printer and, unless agreed otherwise in writing, all plates, films and digital material will be effaced 14 days after execution of the order.
6.6 Without prejudice to other rights or remedies ADS Creative shall in respect of unpaid debts due from the Client have a general lien over all goods and work in its possession and shall be entitled after the expiration of 14 days' notice to dispose of such goods or work as it thinks fit and to apply any
proceeds towards such debts.
7.1 If proofs are submitted for approval by the Client, ADS Creative are not liable for any errors in the completed work save those notified in writing by the Client to ADS Creative at proof approval stage.
7.2 An additional charge may be made for all author's alterations or additions, to partially completed work or work at proof stage, including style changes, which are not correction of notified errors in ADS Creative's work.
7.3 Every endeavour will be made to deliver the correct quantity ordered but print quotations are conditional upon margins of quantity variation of 5 per cent for single colour work and 10 per cent on other work, allowed for overs or shortage.
7.4 It is the Client's own responsibility to ensure that artwork, colour transparencies or photographs submitted by the Client are suitable for the intended work. ADS Creative will not be liable for unsatisfactory results caused by inferior or unsuitable artwork or photographic originals. ADS Creative will not guarantee an exact match of colour or texture between the printed article and the Client's supplied original.
7.5 ADS Creative will not be liable in respect of any of the following claims unless notified in writing both to ADS Creative and to any relevant carrier within the following times:- defective goods and partial loss in transit within 3 days of delivery; non-delivery within 7 days of dispatch or date of invoice. Invoice queries must be made within within 7 days of date of invoice.
7.6 ADS Creative will not be responsible for any loss of business profit or other consequential or economic loss however arising.
7.7 ADS Creative shall be afforded reasonable opportunity to remedy at its option any default or replace defective goods before being in breach of its obligations under this Contract.
7.8 In no circumstances shall ADS Creative's liability to the Client under these conditions exceed the invoice value of the Work.
8.1 The Client hereby agrees to indemnify ADS Creative in respect of all actions claims costs demands or expenses (including any amounts paid in settlement of any claim) arising out of any libellous matter or any infringement of copyright patent design or any other proprietary or personal right contained in any materials printed or work done for the Client and the Client warrants that no infringements are contained therein.
9.1 The order will be charged in full unless written notice of cancellation is received before production or acquisition of materials.
9.2 ADS Creative shall be under no liability and may elect to cancel any Contract by reason of any circumstances beyond its control including (without prejudice to the generality of 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. During the continuance of such contingency the Client may by written notice elect to cancel or terminate the Contract and pay for work done and materials used, but subject thereto shall accept delivery when available.
10.1 The Contract shall be governed by and construed in accordance with English Law.
10.2 The complete or partial invalidity or unenforceability of any of these terms and conditions shall not affect the validity or enforceability of any of the other terms and conditions.
10.3 The headings are for convenience only and shall not affect the interpretation or construction of this Contract.
11.1 Any notice shall be in writing and sent by facsimile or e mail transmission or forwarded by first class prepaid post to the receiving party at its address shown on the order and shall be deemed given on the date of transmission or on the day following the date of posting.
1.1 “ADS Creative” (or "ADS Hosting") and “the Client” shall mean the parties so defined in the Quotation.
1.2 “The Quotation” means the quotation overleaf.
1.3 “Web Hosting Services” means the web hosting services described in Clause 2.
1.4 “Maintenance Services” means any specific maintenance services set out in the Quotation and also any other work carried out by ADS Creative in accordance with Clause 4, in relation to a website once it has been placed on the Server as set out in Clause 2.1.
2.1 ADS Creative agrees to provide to the Client the web hosting services more particularly described in the Quotation (the “Web Hosting Services”) on the terms described in this Agreement. ADS Creative shall, subject to the terms of Clause 3, place the website of the Client on the computer server owned or operated by ADS Creative (the “Server”) and shall allow storage of information received by the Client or from the general public on such server on an annual basis subject to any limits set out in the Quotation.
2.2 All Web Hosting Services shall be performed in accordance with the ADS Creative standard procedures, so long as such procedures do not conflict with the express terms of this Agreement in which case the terms of this Agreement shall prevail.
2.3 Quotations given by ADS Creative shall, unless otherwise stated in such Quotations, be open for acceptance for a period of 30 days from the date of the Quotation. Acceptance by the Client of the Quotation within this timeframe shall constitute unqualified acceptance by the Client of the Quotation and all of its terms and conditions, including these terms of business, to the exclusion of any other terms and conditions the Client may seek to impose.
Where the Client requires ADS Creative to provide Web Hosting Services in respect of a website not created by ADS Creative, ADS Creative shall not be liable in any way for faults or defects in the coding or more general operation and content of the website.
4.1 Where Maintenance Services are required, the Client shall notify ADS Creative of the nature of the problem that has been encountered or the work that is required. Where possible, ADS Creative will provide an estimate of the likely cost of such Maintenance Services.
4.2 Maintenance Services shall be performed in accordance with the ADS Creative standard procedures, so long as such procedures do not conflict with the express terms of this Agreement in which case the terms of this Agreement shall prevail.
4.3 Maintenance Services charges will be calculated by reference to the time spent by ADS Creative in carrying out work requested by the Client. The hourly rate for Maintenance Services shall be the rate set out in the Quotation. The hourly rate shall be applied pro rata for periods less than one hour, subject to a minimum charge of one half hour.
5.1 The Client agrees to pay to ADS Creative the fees specified in the Quotation for the Web Hosting Services (“Web Hosting Fees”). Web Hosting Fees are due upon the commencement of this Agreement and on every subsequent anniversary of such commencement, unless agreed otherwise in writing by ADS Creative.
5.2 Maintenance Service fees shall be invoiced upon completion of the Maintenance Services. Payment will be due within 30 days of the date of such invoice unless otherwise agreed in writing.
5.3 Where the Client has paid for Maintenance Services in advance, ADS Creative will notify the Client of the amount of time spent carrying out the Maintenance Services. Such notice will also specify the amount of prepaid Maintenance Service time that is still available to the Client.
5.4 Unless stated otherwise in the Quotation, all fees are exclusive of VAT and all other taxes or duties, which shall be additionally payable by the Client.
6.1 This Agreement shall be effective commencing on the date of the Client’s acceptance of the Quotation as set out in Clause 2.3 and shall remain in force for the period specified in the Quotation (subject to earlier termination as set out in this Clause).
6.2 Either party may terminate this Agreement without notice upon the other party’s material breach of any term, condition or obligation under this Agreement if such breach is not remedied (if remediable):
6.2.1 within 10 days from the date of written notice with regard to any monetary obligation, and
6.2.2 within 30 days from the date of written notice with regard to any other breach.
6.3 In the event that this Agreement is terminated in accordance with this Clause 6 or otherwise, ADS Creative shall, without incurring any liability to the Client as a result, remove the Client’s website from the Server forthwith.
7.1 In addition to the obligations of the Client as otherwise specified in this Agreement, the Client shall be solely responsible for the following:
7.1.1 the accuracy and content of any information provided by the Client to ADS Creative; and
7.1.2 any information, programs or other information that the Client receives as a result of the use of the Web Hosting Services, including without limitation, the entire responsibility of any losses of data, programmes, breaches of security, viruses and disabling or harmful devices that the Client may download or otherwise experience as a result of the Client’s use of the Web Hosting Services.
7.2 The Client agrees to use the Web Hosting Services in a manner consistent with any and all applicable laws and regulations.
7.3 The Client agrees to indemnify and keep indemnified ADS Creative from and against all actions, claims, proceedings, losses, liabilities, damages, penalties, fines, judgements, costs, charges and expenses of whatever kind and nature arising from the use of the Web Hosting Services by the Client and the content of the website, including any material or messages subsequently posted on the site by the Client or otherwise.
8.1 All materials, documentation, computer programmes, inventions (whether or not patentable), pictures, audio, video, artistic works and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret or other property right, created or developed by ADS Creative while providing Web Hosting Services (collectively, “Work Product”) are owned by ADS Creative.
8.2 ADS Creative shall not be liable to return any artwork or other materials supplied by the Client for the purposes of the Web Hosting Services.
8.3 If ownership of all rights, title and interest of the intellectual property rights in the Work Product shall not otherwise vest exclusively in ADS Creative, the Client assigns to ADS Creative and upon the future creation thereof, automatically assigns to ADS Creative without further consideration the ownership of all Work Product.
9.1 Subject to Clause 3, ADS Creative warrants that for a period of [90 days] from the date of first installation of the Client’s website on the Server as described in Clause 2.1, the coding of such website shall be reasonably HTML compliant. Notwithstanding the foregoing, the sole and exclusive remedy for a breach of the warranties contained in this Clause 9 shall be that ADS Creative shall replace the nonconforming coding to make such website reasonably HTML compliant.
9.2 The Client acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of websites accessible by the worldwide web. The Client also acknowledges that HTML is a standard that will be amended from time to time and that not all browsers used by third parties to access the worldwide web implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among worldwide web browsers shall not be the basis for a claim of breach of ADS Creative’s warranties under this Agreement.
9.3 The warranties described in this Clause 9 are subject to the limitations of liability described below. Except as described in this Clause 9, ADS Creative does not make any express or implied warranties with respect to the Web Hosting Services or any products provided under this Agreement, including but not restricted to the implied warranties of merchantability and fitness for a particular purpose.
10.1 In no event (death or personal injury excepted) will ADS Creative be liable to the Client for any indirect, incidental or consequential damages or for loss of profits arising out of the Web Hosting Services, Maintenance Services or any products or services provided under this Agreement, even if ADS Creative has been advised of the possibility of such damages. ADS Creative’s liability to the Client for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to the total value of the Web Hosting Fees and Maintenance Service Fees.
10.2 Where a website has been modified by the Client or any third party, with or without ADS Creative’s or the Client’s consent, ADS Creative shall not be liable for the cost of any work required to remedy any problem which arises as a result of such modification.
10.3 Where ADS Creative is required to provide a product or service which is to be sourced from a third party, the Client acknowledges that ADS Creative is unable to guarantee the performance of such product or service and accordingly acknowledges that ADS Creative shall not be held liable in respect of such a product or service, or in respect of any matters which arise from the compatibility or otherwise of said products or services with any products or services provided by ADS Creative under this Agreement.
10.4 The Client acknowledges and agrees that it is in a better position than ADS Creative to foresee and evaluate any potential damage or loss that it may suffer in connection with this Agreement and that the fees in this Agreement have been calculated on the basis that ADS Creative will exclude or limit its liability as set out in this Clause.
11.1 ADS Creative does not guarantee that the Client or any third parties will be able to access the website at any particular time. The ADS Creative access services are provided on an “as is, as available” basis. The Client acknowledges that the need for routine maintenance and error correction may result in down time and that ADS Creative cannot control the timing or volume of attempts to access the Server.
11.2 ADS Creative cannot and does not guarantee that any electronic mail forwarded by it to the Client will successfully reach its intended destination.
This Agreement and its subject matter shall remain confidential between the parties. Neither party shall without the other’s prior written consent use any confidential information relating to the other’s business or affairs (save as is necessary to enable it to perform this Agreement), or disclose it except to that party’s professional advisers or as required by law.
ADS Creative may collect, hold, control, use and transmit data obtained from it about the Client and visitors to the website in the course of providing the Web Hosting Services. By entering into the Web Hosting Services Agreement the Client agrees to such data being so used and further agrees that it may be transmitted to others in accordance with ADS Creative’s registration under the Data Protection Act 1998.
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures and performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this Agreement by written notice to the other party.
15.1 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.2 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
15.3 All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by pre-paid first class post to the address of the party to be notified as set out in this Agreement or such other address as such party last provided to the other by written notice.
15.4 The Client shall not assign, transfer or sub-licence any obligations or benefit under this Agreement without the prior written consent of ADS Creative (and any such attempt shall be void), except that the Client may assign and transfer this Agreement and its rights and obligations under this Agreement to any third party who succeeds to substantially all its business or assets.
15.5 If any portion of this Agreement is illegal or unenforceable, such portion(s) shall be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.
15.6 The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right under this Agreement shall not be construed as a waiver of any future breach or right of enforcement of such terms or to exercise such remedy, privilege or right.
15.7 This Agreement contains the whole agreement between the parties in respect of its subject matter and supersedes any previous written or oral agreement between the parties relating to it. Both parties confirm that they have not entered into this Agreement on the basis of any representations that are not expressly incorporated into this Agreement. However, nothing in this Agreement shall purport to exclude liability for any fraudulent statement or act.
15.8 No variations or amendments of these terms shall be binding on ADS Creative unless confirmed by ADS Creative in writing.
15.9 For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any term of this Agreement to be enforced by any third parties.
15.10 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.