Digits2WidgetsTerms and Conditions


INTRODUCTION

1. The placing of an order by the Client and the acceptance of that order by D2W creates a contract under the D2W terms and conditions as set out below.

2. In addition to these terms and conditions, any special terms and conditions agreed between you and D2W prior to you confirming the order shall apply. Where there is inconsistency between terms agreed verbally or via e-mail and these terms and conditions, these terms and conditions shall prevail.

3. An order shall be deemed to have been accepted when, following a quote provided by D2W, e-mail confirmation is received from you.

4. In exceptional circumstances and entirely at its own discretion D2W may accept an order given verbally by a standing client who has had previous notice of these terms and conditions. These terms and conditions shall apply equally to an order given and accepted in this manner.

5. In the case of D2W accepting an order verbally, you shall confirm such an order in writing as soon as practicable. In the absence of written confirmation D2W will not accept liability for any error in executing the order.

6. Any quotation given by D2W shall not constitute an offer, and is only valid for a period of 15 Business Days from its date of issue.

7. D2W reserves the absolute right to refuse any order whatsoever and for whatever reason. Particularly in cases where D2W has reason to believe that acceptance and execution of the order will lead to a breach and/or infringement by D2W of the laws of obscenity, libel and intellectual property rights (“IPR”).

FEES AND PAYMENT

Fees:

1. The fee payable by you for the execution of any order shall be as set out in the quote or as otherwise agreed in writing with D2W.

Payment:

1.  Except in circumstances where the order value is large (in which case D2W shall contact you regarding invoice and payment details) D2W shall invoice you on placement of the order.

2. You shall pay each invoice submitted by D2W:

  • upon receipt of the invoice.
  • For regular business clients, a monthly account can be set up whereupon an invoice will be issued at the end of each month and should be paid within 30 days of the date of the invoice. This payment should be made in full and in cleared funds to the bank account on the invoice, and the time for payment shall be of the essence of these terms and conditions.

3. All amounts payable by you under these terms and conditions will be subject to VAT at the current rate and this amount will be added to the final VAT invoice from D2W.

4. Without limiting any other right or remedy of D2W, if you fail to make any payment due to D2W by the due date for payment (“Due Date”), D2W shall have the right to charge interest on the overdue amount at the rate of 3% per annum above the then current Bank of England’s base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against D2W in order to justify withholding payment of any such amount in whole or in part. D2W may, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by D2W to you.

Methods of Payment:

1. Payment should be made using credit/debit cards with details being given over the telephone or via BACS online.

Exchange Rate:

1. All estimate / quotation prices are in GB Pounds unless otherwise agreed.

2. All payments are required to be made in GB Pounds.

DESIGN, PRINT & PRODUCTION

Liability:

1. D2W will take all reasonable care in the handling and processing of all materials belonging to you.

2. Subject to paragraph 23 below, the liability of D2W for loss or damage to your materials, shall be limited to such loss or damage which, at the time the order was placed, could reasonably have been foreseen as likely to arise directly as a result of the loss or damage to the materials.

3. Where original materials are deposited with D2W it shall be your responsibility to inform D2W of the value of such material either before or when they are placed on deposit. If you fail to inform D2W, the liability of D2W for the loss of or damage to any such material shall not exceed £50 per item.

4. Where original materials are submitted to D2W in the form of computer disks or any other electronic or digital erasable media, it shall be the responsibility of you to maintain your own master copy independently of the material submitted to D2W. On computer disk or other electronic or digital erasable media of which you do not have another copy, you shall inform D2W of that fact either before or when the material is submitted to D2W. If you fail to inform D2W, the liability of D2W for the loss of or damage to any such material shall not exceed £50 per item.

Intellectual Property Rights:

1. It shall be the Client’s responsibility to ensure that all materials presented for processing, printing, copying, duplication, restoration or any other process of reproduction are free from any third party intellectual property claims.

2. You warrant to D2W that you own, or have otherwise obtained from the relevant rights owner a written and valid assignment of, all existing and future intellectual property rights in relation to any of the materials that you supply to D2W.

3. You agree to indemnify and hold D2W harmless against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by D2W arising out of or in connection with the use by D2W of materials provided by you for the purposes of the order.

4. All materials on which original works are created by D2W shall remain the property of D2W and D2W undertakes to file and store all such original materials safely and to make them available for future reproduction. Where D2W gives possession of original materials to you, a licence agreement has to be reached.

5. You retain all the Intellectual Property Rights in any materials you supply to D2W.

6. You acknowledge that the infringement of certain intellectual property rights can be both a civil wrong and a criminal offence.

7. We have our own standard NDA agreement or are happy to consider signing any NDA prepared by the customer.

Cancellation:

1. Notice of cancellation or curtailment must be given in writing and is effective from the time of reception during normal office hours 0900-1730 Monday to Friday, not including UK public holidays, by D2W. Once printing has commenced, then cancellation will not be possible and prints order will need to be paid for in full.

2. Where the order is cancelled before completion, D2W reserves the right to charge for CAD or design work carried out to that point.

Delivery:

1. Dispatch of completed material will be free by First Class Royal Mail letter post as standard. Delivery by Royal Mail registered post, and any other carrier chosen by D2W will be quoted for and charged. There is also the option for the customer to arrange their own collection and delivery service. All carriers shall be deemed to be the agent of you and D2W shall not be liable for any loss or damage occurring while the completed materials are in transit.

2. You shall inspect the completed materials on delivery and shall within five working days of delivery, notify D2W of any alleged defect, shortfall in quantity, damage or failure to comply with description or sample. If you notify D2W of such, you shall return the completed materials together with all associated paperwork and packaging to D2W within seven working days of said notification. If you fail to so notify D2W, the completed materials shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the completed materials and you shall be deemed to have accepted the completed materials.

3. It is the customer’s responsibility to check that the completed materials comply with your requirements and D2W shall not be liable to you or any third party in any way for any loss or damage that arises out of the use of the completed materials.

4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. D2W shall not be liable for any delay in delivery of a work or materials that is caused by a force Majeure Event or your failure to provide D2W with adequate delivery instructions or any other instructions that are relevant to the supply of a work or materials.

5. If 10 Business Days after the day on which D2W notified you that the works/materials were ready for delivery you have not taken or accepted delivery of them, D2W may otherwise dispose of part or all of the works/materials.

6. If your order has been posted to you via Royal Mail and has failed to arrive, then we require notification of this within 5 days of our postage date, otherwise any reprinting of lost orders is at D2W’s discretion.

7. All reports of any defects must be made within 5 days of receipt via collection or courier or 10 days of receipt via post.  Beyond this time any reprint is at D2W’s discretion.

Termination:

1. Without limiting its other rights or remedies, D2W may terminate these terms and conditions by giving written notice to you if:

a) You commit a material breach of these terms and conditions and (if such a breach is remediable) fail to remedy that breach within 7 days of that party being notified in writing of the breach;

b) You suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit an inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

c) You suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business.

2. Without limiting its other rights or remedies, D2W may terminate these terms and conditions with immediate effect by giving written notice to you if you fail to pay any amount due under these terms and conditions on the date payment falls due.

3. Other than as set out above and without limiting its other rights or remedies, each party shall have the right to terminate these terms and conditions by giving the other party one months’ written notice.

4. Without limiting its other rights or remedies, D2W shall have the right to suspend provision of its services if you become subject to any of the events listed clause 36 or if D2W reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under these terms and conditions.

5. On termination of the Contract for any reason:

a) The Customer shall immediately pay to D2W all of D2W’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, D2W shall submit an invoice, which shall be payable by the Customer immediately on receipt;

b) D2W shall return all of the Subject Matter to the Customer.

c) The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, 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; and

d) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

GENERAL

1. D2W shall not be liable to you as a result of any delay or failure to perform its obligations under these terms and conditions as a result of a force majeure event.

2. If the force majeure event prevents D2W from providing any of its services for more than 4 weeks, D2W shall, without limiting its other rights or remedies, have the right to terminate these terms and conditions immediately by giving written notice to you.

3. D2W may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under these terms and conditions to any third party or agent.

4. You shall not, without the prior written consent of D2W, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.

5. A person who is not a party to these terms and conditions shall not have any rights under or in connection with it.

6. Except as set out in these terms and conditions, any variation, including the introduction of any additional terms and conditions, to these terms and conditions, shall only be binding when agreed in writing and signed by D2W.

7. These terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English Law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

LIEN & RETENTION OF TITLE

1. D2W shall have a right to retain all of your materials in its possession and shall reserve the right to retain any such materials until all monies due and payable have been received.

2. In the event of non-payment in accordance with these terms and conditions for any works/materials created by D2W any licence that has been granted to you to use or reproduce the works/materials or images thereof shall be immediately revoked without further notice from D2W thereby rendering any reproduction of the image(s) by you a breach of copyright and/or other intellectual property rights for which D2W reserves the right to take such legal action as may be appropriate.

PLASTER PRINT CONDITIONS

1. D2W undertake to extract plaster models from the printers with due care and attention. However, models are fragile at the point of extraction and minor breakages may occur. Small breakages are a risk that the client takes in commissioning a 3D print.

2. When gluing plaster models with cyanoacrylate (superglue) to reinforce the model, there is always a possibility that areas of the models will bleach (pale markings). If the geometry of the model is such that we cannot reasonably brush powder from the model without other damage to the model occurring, bleaching may occur and will be a risk that the client takes when commissioning a model.

3. Unless otherwise agreed, packaging of plaster models will be for carrying models by hand only. All models collected by courier are collected entirely at the client’s risk. Similarly all plaster models that are posted, are done so at the client’s risk.