ClearSignal Terms of Business
1. Legal status CLEAR SIGNAL Communications Ltd. (hereinafter referred to as ClearSignal) acts in all its contracts as a principal at law. These terms and all other express terms of the contract shall be governed and construed in accordance with English law.
2. Price variation Estimates and quotations are based on the Client's brief. Should the Client amend the brief or request additional work the amount charged will be adjusted accordingly. When the Client requests expedited delivery a surcharge may be added to cover any overtime or other additional costs involved. Every endeavour will be made by ClearSignal to deliver the exact quantity of printed material ordered, but orders are accepted on condition that margins of 5% for work in one colour and 10% for other work are allowed for overs or shortage, the same to be charged or deducted pro rata to the price for printing.
3. Disbursements and expenses ClearSignal's fees shall be exclusive of disbursements and expense items related to the agreed programme such as messenger services, postage, overseas telephone charges, colour photocopying, photography and prints, travel, accommodation, subsistence, entertainment, fax charges and similar items which will be invoiced to the Client on the relevant project, or separately as necessary.
4. Charges When the client instructs ClearSignal to carry out activities such as design, artwork, printing, research, PR, or the production of promotional material, the nature of the service to be rendered or the work to be done and an approximate estimate of ClearSignal's charges will be agreed with the Client in advance. ClearSignal retains the right to modify these charges in line with modifications to the job or client amendments. On advertising in magazines, newspapers, trade papers, radio, TV and any other commissionable media, the Client will be charged the net amount charged to ClearSignal by the medium plus 15% commission on the gross cost (ie 17.65% of the net cost).
5. Approvals and amendments After obtaining general approval of campaign or project plans ClearSignal will submit to the Client for specific approval, as appropriate, layouts, artwork and proofs together with estimates of the cost of the various items of the programme where requested. It is the Client's responsibility to check for content and accuracy of all work submitted for approval and ClearSignal shall incur no liability for errors and omissions not corrected by the Client nor for any subsequent losses. Written or oral approval by the Client of work submitted will be taken by ClearSignal as authorisation to proceed to publication and enter into contracts with suppliers on the basis of estimates submitted. ClearSignal will take all reasonable steps to comply with any requests from the Client to amend, halt, reject or cancel any work in the process of preparation insofar as this is possible within the scope of its contractual obligations to its suppliers. Any amendment or cancellation will be implemented by ClearSignal only on the understanding that the Client will be responsible for any costs or expenses incurred prior to or as a result of the cancellation or amendment and which cannot be recovered by ClearSignal. Any work suspended at the request of or delayed through any default of the Client for a period of 30 days shall be treated as cancelled. ClearSignal will obtain all necessary permission, consent and releases from artists, photographers, models and other persons connected with ClearSignal's services and will take all reasonable steps to see that material produced on behalf of the Client complies with relevant laws and regulations. The Client, by approving all such material, will accept responsibility for its contents and the accuracy of any statement or claim therein.
ClearSignal takes no responsibility for editorial changes made to material, subsequent to submission to the media.
6. Foreign currency transactions ClearSignal will invoice the Client in sterling for payment in sterling without any deductions for the costs of currency conversion or the transfer of funds to the UK. To overcome problems of profit/loss on foreign currency media transactions, ClearSignal's media invoices show the foreign currency amount with the sterling equivalent at the prevailing rate. When payment is received from the Client, ClearSignal pays the publisher and the prevailing exchange rate is used to recalculate the amount previously invoiced to the Client. Any difference between the resulting figure and the amount paid by the Client is credited or invoiced to the Client.
7. Claims Any claims must be made in writing to ClearSignal within 7 days of receipt of goods. If no claim is made within this period the Client is deemed to have accepted the goods at the agreed price. In cases of complaint all relevant work together with invoice and original materials should be returned to ClearSignal.
8. VAT ClearSignal reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or invoice.
9. Payment terms The Client/ClearSignal's financial relationship is based on two fundamental principles: that ClearSignal shall finance its own operations but not costs incurred on behalf of its clients, and that, as principal at law, ClearSignal is held by suppliers as solely responsible for payment. It is therefore essential that ClearSignal's invoices are paid by the Client in good time for ClearSignal to pay its suppliers. Accordingly: media invoices will be rendered in the month prior to publication dates for the relevant journals and are due for payment within 30 days; invoices for television and radio airtime are payable within the first 15 days of the month following that in which the advertising appears; all other invoices will be rendered as each stage of the work is completed and approved and are due for payment within 30 days. Overdue invoices will incur a surcharge of 2% per month until payment is received. Whenever possible ClearSignal will invoice for postage of major mailing at least 30 days in advance of mailing date but, in any event, postage costs must be prepaid by the Client in order for the mailings to be posted.
10. Retention of Title For so long as any amounts remain owing from the Client to ClearSignal (whether immediately due or not) title to and property in any goods supplied to the Client will remain with ClearSignal and will not pass to the Client until ClearSignal has received such amounts in full.
11. Indemnity The Client shall indemnify and keep ClearSignal indemnified against any and all proceedings, claims, damages, losses, expenses or liabilities resulting from any act neglect or default of the Client or the proven infringement of the intellectual property rights of any third party or any successful claim by any third party alleging libel or slander provided such liability has not been incurred through the neglect or default of ClearSignal.
12. Client's property Client's property and all property provided to ClearSignal by or on behalf of the Client shall, while it is in the possession of or in transit to or from ClearSignal, be deemed to be at the Client's risk unless otherwise agreed and the Client should insure accordingly.
13. Copyright The copyright in all artwork, copy and other work produced by or assigned to ClearSignal rests with ClearSignal. On payment of all ClearSignal's fees and charges in full, any copyright held by ClearSignal shall, on request, be assigned to the Client at no further cost. In respect of copyright not owned by ClearSignal, ClearSignal will, if requested, negotiate to acquire such copyright at the cost of the Client.
14. Confidential information ClearSignal acknowledges a duty not to disclose without Client permission during or after its terms of appointment any confidential information resulting from studies or surveys commissioned and paid for by the Client. The Client in turn acknowledges ClearSignal's right to use as it sees fit any general intelligence regarding Client products or services which it has gained in the course of its appointment.
15. No Competition During the period of this contract and for a period of 6 months after its cessation neither the Client nor ClearSignal shall do any act or thing likely to damage the goodwill of the business or other, nor shall either of them offer to employ or obtain services from any employees or other representatives of the other including any person commissioned by ClearSignal in connection with the provision of services to the Client.
16. Insolvency If the Client ceases to pay its debts in the ordinary course of business or cannot pay its 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 him, ClearSignal without prejudice to other remedies shall:
a ) have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client, such charge to be an immediate debt due, and b) in respect of all unpaid debts due from the Client have a general lien on all goods and property in ClearSignal's possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as ClearSignal thinks fit and to apply the proceeds towards such debts.
17. Waiver The failure by either the Client or ClearSignal to enforce at any time or for any period any one or more of the terms or conditions of any contract between them shall not be a waiver of them or of the right at any time hereafter to enforce all terms and conditions of that contract.
18. Force Majeure ClearSignal shall be under no liability if unable to carry out any provision 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, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice to ClearSignal, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.
19. Terms of Trade These terms shall apply to all trading between ClearSignal and its clients unless other terms have been specifically agreed in writing.
The term ‘Clear Signal Communications’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is The Shrubbery, 14 Church Street, Whitchurch, Hampshire RG28 7AB. Our company registration number is 5427157. The term ‘you’ refers to the user or viewer of our website.