TERMS & CONDITIONS/POLICIES
All clients and website visitors agree to be bound by terms and conditions of service set forth below upon usage of any services and/or products offered by OXAGON and its subsidiaries as defined herein. Clients or website visitors who do not agree to be bound by these terms and conditions may not access or otherwise use the services offered by OXAGON. The Terms and Conditions of service set forth below may be updated by OXAGON from time to time without any notice.
1. Term Definitions and Interpretation
1.1 In these Terms and Conditions the following words shall have the following meanings given:
- "Working Day" means any day other than a Saturday, Sunday or a public or bank holiday in England, Wales, Scotland or Northern Ireland;
- ”Client" means the person, firm or company ordering Products or Services;
- ”Default" shall mean any breach by either party of its obligations under a Contract, any default, act, omission, negligence or statement by either party, its employees, agents or sub-contractors arising out of or in connection with a Contract and in respect of which either party may be legally liable;
- "OXAGON" means Oxagon Ltd., Oxagon IT Services Ltd., Oxagon Web IT Services Ltd. or any such other business OXAGON may appoint as subsidiary or agent to provide the Services to the Client;
- "Intellectual Property Rights" means copyright, patent, trademark, service marks, registered designs, sui generis rights, know-how, confidential information, trade or business names or other similar rights together with applications for any of the foregoing;
- "Order" means any written (including online orders via email) order for Products or Products and Services, received by OXAGON from the Client;
- "Services" means any of the following monochrome or full colour Digital Printing Services: Business Cards Printing, Letterheads Printing, Compliment Slips Printing, Flyers/Leaflets Printing, Stickers Printing, Booklet Printing, Postcards Printing, Poster Printing, Labels Printing, Brochure and Calendar Printing;
- “File Formats” means the file formats that OXAGON operates. OXAGON require all artwork files to be provided by the Client in any of the following formats:
a) .PDF (Portable Document Format) - Adobe Acrobat Document
b) .AI (Adobe Illustrator) - Adobe Illustrator Artwork
c) .EPS (Encapsulated PostScript) - Adobe Illustrator Artwork or any other vector editing software
d) .PSD (Photoshop Document) - Adobe Photoshop Image
- “CMYK” is abbreviation for Cyan-Magenta-Yellow-Black. CMYK is a colour model in which all colours are described as a mixture of these four process colours. CMYK is the standard colour model used in digital and offset printing for full-colour documents. Because such printing uses inks (toners) of these four basic colours, it is often called four-color printing. OXAGON operates the CMYK colour model on all company’s printing equipment.
- “DPI (Dots per inch)” is a measure of spatial printing or video dot density, in particular the number of individual pixels that can be placed vertically and horizontally within the span of one linear inch. OXAGON require customers to provide artwork files with a minimum of 300dpi to be able to guarantee the printing quality of the final product. If the Client is unable to provide artwork files with resolution equal to or higher than 300dpi OXAGON shall not be liable to the Client for any costs, business or revenue losses sustained by the Client or any other person before, during or after providing the Printing Services.
- “Size” is any of the following paper sizes operated by OXAGON (maximum size is SRA3):
g)Business Card Size-85x55mm
- "Confidential Information" means all information of whatsoever nature (whether verbal, written or in any other form including electronic) containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature or in the nature of intellectual property of any kind or in the nature of Specifications and relating either to the Products or Services, the Seller or the Buyer (as the case may be);
- "Delivery Address" means the address for delivery of the printed goods as stated on the Purchase Order (including online orders) or as provided by The Client when creating an account with OXAGON;
- "Price" means the price payable for the Printing Services as specified in the Purchase Order and/or Invoice issued By OXAGON . It is payable in accordance with the Terms of this Agreement;
- "Products" means such Products to be sold by OXAGON to the Client as may be determined from time to time by OXAGON and the Client;
- "Purchase Order" means the Client's purchase order for the Products or Services;
- “Invoice” means the official commercial document issued by OXAGON to the Client upon receiving an Order. All OXAGON invoices clearly indicate the Products and/or Services, quantities and agreed Prices payable by the Client. These will be provided only upon Payment completion unless strictly stated otherwise.
2. Use of Service
All clients and website visitors understand and agree that OXAGON Printing Services are provided on "as-is" basis.
OXAGON reserve the right at any time to modify or discontinue, temporarily or permanently, the Services or any part thereof with or without notice to you. You agree that OXAGON in its sole discretion may terminate your use of the Services and discard any Content for any reason including but not limited to the lack of use or a violation of these Terms and Conditions. Use of this service for the sole purpose of obtaining estimates with no intent to purchase is strictly prohibited. All clients and website visitors agree that OXAGON shall not be liable to you for any loss or damage you may suffer due to any modification, suspension, termination, or discontinuance of the Services.
3. Price Variation
Estimates and quotations are based on the company’s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
OXAGON reserves the right to charge the amount of any value added tax (VAT) payable whether or not included on any quotation or online placed order.
5. Preliminary work, Design Amendments
All work carried out prior to printing, whether artwork size corrections, artwork amendments, re-design, print proofs, sample packs or otherwise, at customer's request shall be charged.
A charge may be made to cover any additional work involved where copy supplied is not clear and legible.
7. Electronic files
a) It is the Client's responsibility to maintain a copy of any original electronic file.
b) OXAGON shall not be responsible for checking the quality (dpi), size, format, layout or content details of supplied input from an electronic file unless otherwise agreed.
c) Without prejudice to clause 15, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action OXAGON may make a charge for any resulting additional cost incurred.
Proofs of all work may be submitted for customer's approval and OXAGON shall incur no liability for any errors not corrected by the customer in proofs so submitted. Each print proof is charged at fixed fee of £ 10.00.Customer's alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to OXAGON’s judgement, changes therefrom made by the customer shall be charged extra.
9. Color Proofs, Color Matching
OXAGON operates CMYK color model on all company’s printing equipment. Due to differences in such equipment (operated color models), paper, inks and other conditions between color proofing and production runs, a reasonable variation in color between color proofs and the completed job will be deemed acceptable unless otherwise agreed. OXAGON will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by equipment differences (including color model differences) and format incompatibility or unsuitability of artwork files so supplied or specified by the Client.
10. Technical Compatibility
OXAGON operate latest XEROX equipment and all printed good are based on the technical specifications of the equipment used.
OXAGON are not liable for any equipment damage, paper jams, colour matching imperfections, paper weight incompatibility or image disfiguration issues resulting by using OXAGON products in technically incompatible or faulty pieces of equipment such as but not limited to printers, faxes, labelling machines, etc.
11. Delivery and Payment
a) Payment for Printing Products and Services must be made by credit/debit card, cheque or cash in its full prior to the delivery of these services by OXAGON
b) OXAGON may at its discretion offer credit terms to the Client subject to the status of the Client and the nature of the Services and/or Products. Such credit terms shall be determined by OXAGON and confirmed in writing with the Client.
c) Unless and until credit terms are granted, the Client will pay for any Products or Services on a "cash with order" basis in which case the Client should allow at least three (3) Working Days for the payment to be credited to OXAGON’s business account. OXAGON reserve the right not to release any Products or provide any Services until all such payments are cleared and credited to OXAGON’s bank account.
d)Unless credit terms are granted in writing, for all OXAGON Invoices payment is due immediately, specifically when the invoice is issued which is determined by the invoice date. OXAGON reserves the right to suspend deliveries or provision of Services where payment is delayed. Where credit terms are granted in writing the Client will pay no later than 30 days following the date of OXAGON’s invoice and OXAGON reserves the right to suspend/cancel Deliveries and/or terminate the provision of Services where payment is delayed.
e) If any payments are overdue the Client may be placed on credit hold (if granted) and no further Products or Services will be delivered or made available to the Client until all payments due to OXAGON under the Contract have been paid. OXAGON may at its discretion and without any notice, withdraw credit facilities in the event of any breach of this contract by the Client.
f) If payment is not received by the relevant due date OXAGON may:
Charge the Customer interest on any overdue amount (on a monthly basis) from the due date of payment to the date of actual payment (both dates inclusive) at the rate of twenty (20) per cent per month above the overdue amount.
g)All payments made by the Client to OXAGON shall be in pound sterling in immediately available funds free and clear of any right of set off or counter claim or any withholding or deduction whatsoever.
h)The client agrees to make all payments due under this contract irrespective of any dispute or claim the Client may have with or against any third party.
i) Delivery of work shall be accepted when tendered and thereupon, or if earlier on notification that the work has been completed, payment shall become due.
j) The specified price may include delivery of the work to the client's address or a third party’s address as per the order form. The provision of delivery is based on the option chosen by the Client upon placing an order and as specified in the invoice issued. A charge may be made to cover any extra costs involved for delivery to any address different than the one stated in the order form and/or the invoice issued.
k) Should expedited delivery be agreed an extra may be charged to cover any overtime or any other additional costs involved.
l) Should work be suspended at the request of or delayed through any default of the Client for a period of 30 calendar days OXAGON shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.
12. Ownership and Risk
a) The risk in all goods delivered in connection with the work shall pass to the Client on delivery.
b) Goods supplied by OXAGON remain the company’s property until the Client has paid for them and discharged all other debts owing to OXAGON.
c) If the Client becomes insolvent (as set out in clause 16) and the goods have not been paid for in full OXAGON may take the goods back and, if necessary, enter the Client's premises to do so, or to inspect the goods.
d) If the Client shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Client in a separate account until any sum owing to the Client has been discharged from such proceeds.
Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to OXAGON and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to OXAGON and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 42 days of notification of despatch). All other claims must be made in writing to OXAGON within 28 days of delivery. OXAGON shall not be liable in respect of any claim unless the aforementioned requirements have been
complied with except in any particular case where the Client proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
a) OXAGON shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the Client arising from delay in transit, whether as a result of OXAGON negligence or otherwise.
b) Insofar as is permitted by law where work is defective for any reason, including negligence, OXAGON’s liability (if any) shall be limited to rectifying such defect. Where OXAGON performs its obligations to rectify defective work under this condition the Client shall not be entitled to any further claim in respect of the work done nor shall the Client be entitled to treat delivery thereof as a ground for repudiating the contract, failing to pay for the work or cancelling further deliveries.
c) Nothing in these conditions shall exclude the OXAGON's liability for death or personal injury as a result of its negligence.
15. Standing material
a) Metal, film and other materials owned by OXAGON and used by them in the production of type, plates, film-setting, negatives, positives and the like shall remain their exclusive property. Such items when supplied by the Client shall remain the Client's property.
b) Type may be distributed and lithographic or photogravure film and plates, tapes, disks or other work effaced immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, rent may be charged.
c) OXAGON shall not be required to download any digital data from his equipment or supply the same to the Client on disk, tape or by any communication link unless written arrangements are made to the contrary.
16. Client's property
a) Client's property and all property supplied to the OXAGON by or on behalf of the Client shall while it is in the possession of the OXAGON or in transit to or from the Client be deemed to be at Client's risk unless otherwise agreed and the Client should insure accordingly.
b) OXAGON shall be entitled to make a reasonable charge for the storage of any Client's property left with the OXAGON before receipt of the order or after notification to the Client of completion of the work.
17. Materials supplied by the Client
a) OXAGON may reject any film, disks, paper, plates or other materials supplied or specified by the Client which appear to him to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by OXAGON in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client.
b) Where materials are so supplied or specified, OXAGON will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
c) Quantities of materials supplied shall be adequate to cover normal spoilage.
Without prejudice to other remedies, if the Client becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him) OXAGON shall have the right not to proceed further with the contract or any other work for the customer 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 to him. Any unpaid invoices shall become immediately due for payment.
19. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the Client OXAGON shall have a general lien on all goods and property in OXAGON’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 as agent for the Client in such manner and at such price as OXAGON think fit and to apply the proceeds towards such debts, and shall when accounting to the Client for any balance remaining be discharged from all liability in respect of such goods or property.
20. Illegal matter
a) OXAGON shall not be required to print any matter which in his opinion is or may be of an illegal or libelous nature or an infringement of the proprietary or other rights of any third party.
b) OXAGON shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libellous or such an infringement.
21. Periodical publications
A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless OXAGON may terminate any such contract forthwith should any sum due thereunder remain unpaid.
22. Force Majeure
OXAGON shall be under no liability if OXAGON shall be unable to carry out any provision of the contract for any reason beyond OXAGON’s reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Client; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; 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 the printer elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England.