Terms & Conditions.
1. Your Agreement with Signs Preston & Poppy Signs Ltd
These Terms & Conditions should be read in conjunction with a completed Sales Order, in which you will find the service, pricing and other arrangements specific to your contract with Poppy Signs Ltd. Signature of a Sales Order on behalf of both you and Poppy Signs Ltd creates a legally binding contract made up of that Sales Order, these Terms and Conditions and any schedules or appendices referred to in either document. For ease, that contract is referred to in these Terms and Conditions as the “Agreement”.
To make these Terms and Conditions easier to read, Poppy Signs Ltd have given the following expressions a specific meaning, when used in this Agreement:
- Agreement – has the meaning given to that term in Clause 1.1;
- Charges – means the charges that you will pay to Poppy Signs Ltd, as detailed in the Sales Order;
- Customer Provided Content – means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by You to Poppy Signs Ltd.
- Initial Term – means the initial term of this Agreement, as set out in the Sales Order;
- Poppy Signs Ltd – (Co. No. 06403394), whose registered office is at 41 St Thomas’s Road, Chorley, Lancashire PR7 1JE;
- Poppy Signs Ltd Sales Order – means a document bearing that heading which has been duly signed on behalf of both You and Poppy Signs Ltd, containing service, pricing and other arrangements specific to Your contract with Poppy Signs Ltd;
- Service – means the services as described in the Sales Order;
- Start Date – means the date that this Agreement comes into force, as stated in the Sales Order;
- Terms and Conditions – means these Design and Signage Production and Installation Terms and Conditions;
- Third Party Services – means services provided to you by any supplier other than Poppy Signs Ltd or an Poppy Signs Ltd agent;
- You and Your – means Poppy Signs Ltd’s customer, being the person or entity that is identified in the Sales Order;
- Your Representative – means an individual or person nominated to act as your point of contact.
3. The Services that Poppy Signs Ltd will provide
- 3.1 Poppy Signs Ltd will provide the Services to you: (i) to a standard that meets or exceeds the Sales Order; (ii) using reasonable care and skill.
4. Our Commitments to one another
- 4.1 Authority to sign the Agreement. Each of us confirms to the other that we have the authority to enter into and meet our respective obligations under this Agreement.
- 4.2 Relevant licences. Poppy Signs Ltd confirms that it owns or is licensed to use the systems, products, and materials necessary to provide the Services to you.
5. Charges and their payment
- 5.1 Set Up. When you sign this Agreement, Poppy Signs Ltd will invoice you for the fees as listed in the Sales Order. Fees will be invoiced immediately after the signing of the Sales Order.
- 5.2 Taxes. The Charges do not include applicable taxes (including VAT) or import/export duties or shipping and delivery charges. If any of those duties or charges are incurred, they will be added to any relevant invoice and will be payable by you or, if payable on a withholding tax basis, will be payable by you to the relevant authority direct.
- 5.3 Payment of invoices. Unless you dispute an invoice with good cause, you must pay each Poppy Signs Ltd invoice in GBP(£) within 30 days of the date on which that invoice is issued or within such alternative period as is expressly stated in this Agreement (the “Due Date”). You will not be entitled to deduct or off-set any amount that Poppy Signs Ltd may owe to you against a Poppy Signs Ltd invoice.
- 5.4 Interest charge. If you do not pay any invoice in full by the Due Date, Poppy Signs Ltd will be entitled to charge you interest on the unpaid amount calculated at a rate of 8% per annum above the prevailing base rate of the Bank of England, that interest charge being applied until the outstanding amount is settled in full. Poppy Signs Ltd’s right to charge interest does not affect its right to take other legal action against you in relation to non-payment of the amount concerned.
- 6.1 Copyright is retained by Poppy Signs Ltd on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing or after all costs relating to the specific project have been settled. If a choice of design is presented, only one solution is deemed to be given by Poppy Signs Ltd as fulfilling the contract. All other designs remain the property of Poppy Signs Ltd, unless agreed in writing that this arrangement has been changed.
- 7.1 If you have any queries or concerns regarding your quote for design and signage production & installation services then it is your responsibility to contact us. If your quote does not include specific services or functionality then it is unlikely that it will be included as part of your package. Changes to your design, including adding, altering or swapping functionality are very likely to affect the overall budget for the design job and should be discussed with your account manager. If required, the account manager will update your quote to include the additional work.
- 7.2 Your design and signage production & installation service will begin production once you have provided all necessary materials. Poppy Signs Ltd is unable to proceed with design until you supply images (unless Poppy Signs Ltd is providing stock images), documentation and approval.
- 7.3 Poppy Signs Ltd may, at their discretion, plan milestones into your design development. This may be necessary to ensure availability of resource across various design projects running concurrently. In the eventuality that Poppy Signs Ltd plan milestones into your design project, it is your responsibility to ensure delivery of any materials, or instruction, required to Poppy Signs Ltd in the correct format by the milestone dates. Failure to do so may result in your project slipping and losing its place in the overall Poppy Signs Ltd work schedule. Poppy Signs Ltd accept no responsibility for delays to the delivery of your completed project caused by failure to adhere to any milestones set.
- 7.4 Provision of Materials
- 7.4.1 Should you request Poppy Signs Ltd to design using your own images and content, you acknowledge and agree that you are responsible for supplying Poppy Signs Ltd with materials which do not infringe any copyright. Poppy Signs Ltd will not be responsible for any copyright issues that may occur as a result of images supplied by you.
- 7.4.2 You acknowledge that the volume or type of material submitted must be commercially realistic for Poppy Signs Ltd to use within the defined scope of work. You accept that Poppy Signs Ltd may, at their discretion, decline to perform the design development services if your expectation exceeds the scope of work as agreed with you when your order for the service was placed.
- 7.4.3 Poppy Signs Ltd may reproduce, as well as digitally manipulate the materials in the course of your design and signage production & installation service and you confirm that Poppy Signs Ltd are allowed to do so. Poppy Signs Ltd reserve the right to reject any part of the material submitted, if it is deemed by Poppy Signs Ltd to be unsuitable for inclusion within your design or if such materials violate any aspect of the Poppy Signs Ltd Acceptable Use Policies.
- 7.4.4 The graphics utilised from the Poppy Signs Ltd graphics library are licensed from third-party suppliers. Images and logos created by Poppy Signs Ltd are wholly owned by Poppy Signs Ltd and a release fee may apply on request for release. Unless a high resolution logo has been purchased, any logos will be created at 72Dpi (screen resolution). If you require a high resolution logo to be created from a screen resolution logo this can be arranged for an additional fee. Please contact your account manager for a quotation giving them details of your requirements.
- 7.4.5 All written content must be provided by the customer. If a customer wishes Poppy Signs Ltd to write additional content it can be discussed with your account manager. Poppy Signs Ltd can quote for this service but offer no guarantees that they are able to provide suitable content on any particular subject matter. Content for text and images must be sent in digital format. Poppy Signs Ltd cannot accept information via the post or photographs (unless on CDROM). Physical media (e.g. CD) will be retained by Poppy Signs Ltd.
- 7.4.6 Any Images which are supplied / owned by the client will not be reproduced by Poppy Signs Ltd for any other clients.
- 7.4.7 All creation files remain the intellectual property of Poppy Signs Ltd.
- 7.4.8 Images that are required to complete the web design can be resized as agreed by the designer. Any photo editing required to pictures can be discussed with the designer. However, images cannot be graphically altered as part of the original quote. An updated quote for this additional service can be provided on request to your account manager.
- 7.5 Contact with Poppy Signs Ltd designers.
- The Poppy Signs Ltd designers are based in the UK in the same offices as the Sales Team and Design Manager.
- 7.5.1 All contact with the design team should be made via email. This is the fastest and most reliable way to contact the design team and ensures that a reliable paper trail is kept of the discussions and direction given to the design team on your project. It also allows the Design Manager and any other designers who may be working on your website to see the responses and notes made by you.
- 7.5.2 Telephone enquiries, including those relating to design changes or pricing, should be made to your Account/Project Manager during working hours (9-5 Monday to Friday) if necessary.
- 7.6 General Terms.
- 7.6.1 In order for Poppy Signs Ltd to provide appropriate concept designs to meet your business needs, you must supply preferred sites, design and colour requirements in advance. This term also applies to High Resolution logo design.
- 7.6.2 If you wish to cancel, you have a 48 hour (2 working days) cancellation period which takes effect from the date you place your order. You should contact Poppy Signs Ltd on 01257 241222 within this time period. Your service will be cancelled. Charges may apply depending if any materials or services have been purchased.
- 7.6.3 Phone calls may be recorded to ensure accurate information is gathered. These phone calls may be also used for training purposes.
- 7.6.4 A non-refundable deposit of 50% is required for each project that Poppy Signs Ltd undertake. This deposit is included as part of the quote provided to you.
- 7.6.5 If, during the design and works process, Poppy Signs Ltd have been unable to make contact with you and you have not made reasonable contact with us, for a period of 3 months, your job will be suspended and an admin fee of £99+vat will be charged to reinstate your job. This fee is charged for the management of placing your job within current assigned projects and reordering these projects to ensure that there is no disruption and time delays to other customers. In the event that Poppy Signs Ltd have been unable to make contact with you and you have not made reasonable contact with Poppy Signs Ltd for a period of 6 months or more, your job will be removed from the suspended jobs list and no refunds will be available.
8. Alterations & Updates
- 8.1 You agree that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.
- 8.2 You also agree that Poppy Signs Ltd holds no responsibility for any amendments made by any third party, before or after a design is published.
9. Design Project Duration
- 9.1 Any indication given by Poppy Signs Ltd of a design project’s duration is to be considered by you to be as estimation. Poppy Signs Ltd cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Poppy Signs Ltd for the initial payment or by date confirmed in writing by Poppy Signs Ltd.
10. Third Party Claims
- 10.1 You shall indemnify Poppy Signs Ltd and keep Poppy Signs Ltd indemnified and hold Poppy Signs Ltd harmless from and against any breach by you of these terms of business and any claim brought against Poppy Signs Ltd by a third party resulting from the provision of Services by Poppy Signs Ltd to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Poppy Signs Ltd in consequences of your breach or non-observance of this Agreement.
11. Limits of Liability
- 11.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded.
- 11.2 Nothing in these terms and conditions shall exclude liability for death or personal injury resulting from negligence.
- 11.3 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
- 11.4 In any event no claim shall be brought unless you have notified Poppy Signs Ltd of the claim within one year of it arising.
- 11.5 In no event shall Poppy Signs Ltd be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
12. Rights of Refusal
- 12.1 Poppy Signs Ltd will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.
13. Terminating the Agreement
- 13.2 Terminating the Agreement on notice. Either you or Poppy Signs Ltd can end the Agreement by giving the other party at least XX days’ written notice.
- 13.5 Terminating the Agreement following a breach. Either of us may end this Agreement if the other materially breaches its obligations and does not fix that breach within 30 days after receipt of written notice from the other party.
- 13.6 Poppy Signs Ltd’s specific rights to end the Agreement. Poppy Signs Ltd may end this Agreement within 14 days after giving you written notice (or immediately on giving you written notice where Poppy Signs Ltd is required by law), where:
- 13.6.1 if you are a company, you present a petition or have a petition presented by a creditor for your winding up, or convene a meeting to pass a resolution for voluntary winding-up, or the making of an administration order, or enter into any liquidations (other than for the purpose of a bona fide reconstruction or amalgamation); call a meeting of your creditors or have a receiver, administrator, administrative receiver, liquidator or any other similar officer or insolvency practitioner appointed in respect of all or any of your undertakings or assets, or are deemed by applicable law to be unable to pay your debts; or
- 13.6.2 if you are an individual, you die, or, if you are a firm or partnership, are dissolved or in any case, commit any act of bankruptcy or have a receiving order made against you or make or negotiate for any compensation or arrangement with or assignment for the benefit of your creditor.
- 13.7 Continuing liability. However this Agreement ends, each of us will still be responsible for claims or liability (including payments due) relating to the time before the Agreement ended.
- 13.8 The position after the Agreement ends. When this Agreement ends: (a) Poppy Signs Ltd will immediately stop providing the Service; (b) payments due by you under this Agreement will be payable immediately, including any unpaid Charges due for the remainder of the Initial Term (except where the Agreement has ended for Poppy Signs Ltd’s material breach; (c) within 30 days after this Agreement ends, each of us will return all Confidential Information of the other in its possession at the time this Agreement ends and will not make or keep any copies of that Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.
14. Protection of Confidential Information
- 14.1 Information concerned. Each of us acknowledges that we will have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, and products, including the terms and conditions of this Agreement, proprietary software and customer information (“Confidential Information”).
- 14.2 Maintaining secrecy. Each of us agrees that except as expressly permitted under this Agreement, we will not use in any way, for our own account or the account of any third party, nor disclose to any third party, except as required by law or as reasonably necessary to that party’s professional advisors (or in Poppy Signs Ltd’s case, to the other operators of Poppy Signs Ltd’s global network), any of the other party’s Confidential Information and that we will each take reasonable precautions to protect the confidentiality of that information.
- 14.3 Exceptions. Information will not be deemed Confidential Information if that information: (i) was already known or becomes known to the receiving party from a source other than the disclosing party; (ii) becomes publicly known or becomes no longer secret or confidential, except through a breach of this Agreement by the receiving party; (iii) is independently developed by the receiving party; or (iv) is required to be released by law or regulation, provided that the receiving party promptly informs the disclosing party in writing of the impending release, and the releasing party co-operates fully with the disclosing party to minimise the extent of the release.
15. General Provisions
- 15.1 Unenforceable Provisions. If any part of this Agreement is found by a court or other competent authority to be illegal or unenforceable then the rest of this Agreement will remain valid.
- 15.2 Circumstances outside either party’s control. Except for the obligation to pay money, neither you nor Poppy Signs Ltd will be liable for any failure or delay in meeting our respective obligations under this Agreement, or for credits due under the SLA, due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, terrorist activity, sabotage, labour shortage or dispute, governmental act or failure of the Internet, provided that whichever of us is affected: (a) gives the other prompt notice of the situation; and (b) uses reasonable commercial efforts to correct promptly the failure or delay in performance.
- 15.3 Transfer of rights. You may not assign or transfer your rights or subcontract your obligations under this Agreement either in whole or in part without Poppy Signs Ltd’s prior written consent. Poppy Signs Ltd will not unreasonably refuse that consent.
- 15.4 Notices. Any notice given under this Agreement must be in writing and may be delivered personally, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the relevant address indicated above, or such other address as either of us may nominate in writing. That notice will be deemed to have been given on the date delivered, or 5 days after mailed or sent, whichever is earlier.
- 15.5 Status of the parties. Poppy Signs Ltd and you are independent contractors and this Agreement does not create any partnership, joint venture or agency or employee relationship. Neither of us has authority to enter into any contract on behalf of the other.
- 15.6 Changes to the Agreement. This Agreement may only be amended if both of us agree in writing.
- 15.7 Dispute resolution. If a dispute arises between you and Poppy Signs Ltd relating to this Agreement you and Poppy Signs Ltd will use reasonable commercial efforts to resolve the dispute at senior management level within 28 days of the dispute arising, failing which:
- 15.7.1 you and Poppy Signs Ltd agree that, within 14 days of the failure to resolve the dispute, either of us may pass the dispute to an Alternative Dispute Resolution (“ADR”) procedure officer of the Centre for Dispute Resolution (CEDR) as adopted by a suitable qualified mediator in London, England appointed by the senior executive officer of CEDR. Each of us will meet our own costs in those proceedings unless we agree otherwise as part of any settlement. If the dispute has not been resolved within a further 28 days or if either of us refuses or ceases to participate in an ADR procedure, or you and Poppy Signs Ltd cannot agree on an ADR procedure within 14 days of the failure to resolve the dispute, either of us may refer the dispute to the English Courts; and
- 15.7.2 nothing in this paragraph prevents either of us from going to court to seek a preliminary injunction or other order at any time if either of us thinks that such an action is necessary.
- 15.8 Delay in exercising rights. If either of us does not exercise a right which we have under this Agreement or at law, or if either of us delays in exercising that right, we will not be prevented from exercising that right at a later date.
- 15.9 Documents making up this Agreement. A Sales Order and these Terms and Conditions, together with any schedules or appendices referred to in either document, make up the complete agreement and understanding between us in relation to the Services and replace any other agreement or understanding between us, written or oral. If a conflict is identified between the Sales Order and these Terms and Conditions, the Sales Order will take precedence.
- 15.10 Status of headings. Headings have been included for convenience only and will not be used in constructing any provisions of this Agreement.
- 15.11 Interpretation. Any references in this Agreement to the words in the singular include the plural and vice versa. Where the words “includes” or “including” are used, the words that follow are examples only.
- 15.12 Governing law. This Agreement and any claims arising out of it or in connection with it (including non-contractual claims) will be governed by English law and both of us agree that the English Courts will have non-exclusive jurisdiction.