Terms & Conditions of service

Genium Creative Limited trading as Genium

Company Number: 7243991. Registered in England and Wales.
Registered Office: Churchill House 137-139 Brent Street London NW4 4DJ

The following terms and conditions refer to Genium Creative Limited (“Genium” or “The Agency”) and its relationship with its clients (“customer”) and potential clients (“customers”).

Prices

Genium shall charge for work at prices stated as our hourly rate, current at time of order, unless agreed otherwise in writing before the work starts. All prices given to customers are assumed to be exclusive of delivery charges and VAT.

Quotations

Genium will quote prices and estimate delivery times for any job:
Quotes and delivery estimates are provided subject to sight of work, and are subject to Genium having capacity available to complete the work.
Customers are urged to check specifications and conditions in any quote. Genium will charge for work carried out beyond the quoted specification.
Quotes are checked for accuracy. However, Genium reserves the right to decline work if an error occurred in the quote.

Quotes are valid for 30 days.

Payment terms

The customer shall pay invoices for work ordered within 30 days from date of invoice. Genium reserves the right to charge interest on all overdue sums (including interest charges for late payment) at the rate of 2.5% per month, payable on demand.

Should payment of invoices not be made within the agreed time Genium reserves the right to instruct a debt collection service to recover funds. At this point the client will be liable for any costs incurred to recover the funds and may be liable for any interest or late payment fees.

Verbal Instructions

The customer is urged to issue all instructions in writing and to confirm and telephone instructions by fax/email. Genium will use its best endeavours to follow instructions given verbally, but shall except no responsibility or liability for work carried out on this basis.

Printing

Genium shall sub-contract all print orders, Likeness in colour may vary on print runs and on reprints using the same colour, we are not liable for colour variations that are beyond our control, all print work colours vary between spot colours and 4 colour process of the same colour, orders are only accepted with this understanding. Print runs of with overs up to 10% of the quantity originally ordered will be charged.

Customer’s Responsibility

Genium is not responsible for content errors after the customer has approved files for print production.  Whilst Genium will make every effort to check, and seek rectification if required, Genium is not responsible for ensuring customers content, design and artwork is correct for printing. This responsibility is with the customer and the person paying for the services. The customer should check and recheck any text, numbers and layouts to ensure the artwork is ok before confirming to proceed to print. Genium will not incur liability on errors that may appear on print as a result of the design or content being incorrect. The customer is liable to pay the full amount as quoted in these circumstances. It is the customer’s responsibility to gain approval to reproduce pictures, artwork, photos and logos. Genium is not liable to any claim and any dispute between the customer and prosecutor as a result of this.

Proofs

Genium cannot be held liable for final printed items that do not match original ink Jet/laser visuals presented in the design process. Due to different printing processes/methods final printed colours will vary, depending on stock used.
If the client is using our files to print from, then the client must supply us with a proof of our work before print, this will enable us to check files for accuracy. If this procedure is not done then we are not liable for faults, errors or colour differences.

Work Supplied Late

Genium cannot be held responsible for work received late. Genium reserves the right to charge extra for work which, as a result of being supplied late, must be executed more quickly than originally agreed.

Print Work-in-Progress

If progress of work is delayed without prior arrangement by more than seven days due to customer approvals, material supplied late, or for any reason that is out side the control of Genium, Genium shall be entitled to payment for all work already carried out, whether or not delivered.

Acceptance of Printed Work

The customer shall inspect all work immediately on receipt, and give notice of any alleged defects in writing to Genium within three working days of delivery. Failing such notice, the work shall be deemed to have accepted the work and therefore will be liable for payment.

Liability

Genium liability to the customer for any damage or expense caused by any failure to discover any defect/error in the work or otherwise arising, shall be limited to a sum equal to the amount Genium charges for those items of work effected. Genium cannot be held liable for any errors, failure, defect, or delay in the work caused by the supply of unsuitable specifications or computer files by the customer.

Force Majeure

Genium shall have no responsibility to the customer in the event of any failure, delay or default due in whole or part to:-
Circumstances beyond Genium control.
Fire, power failure, mechanical or software failure, storage media corruption and unavoidable shortage of materials.
Industrial disputes or third party actions.

Ownership

Until work carried out by Genium is paid for in full, including interest for late payment, legal and beneficial ownership shall remain with Genium, and the customer shall hold the work on a fiduciary basis. Notwithstanding the above, the customer may sell on the work in normal course of business, in which case Genium ownership shall attach to the proceeds of the sale.

Intellectual Property

Any creative elements in Genium’s work are sold only as a limited license for use to the extent specified in (or that could be assumed from) the original order. Genium shall retain full legal and beneficial ownership of such creative work, and no additional or subsequent use or commercial exploitation may be made without Genium’s expressed permission in writing.

Source Files

We will supply proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job scope or request.

Charges do not cover the release of our copyright source/project files/systems/processes and models, including but not restricted to indd, psd, AI, png or other source files or raw code; if the Client requires these files/systems/models, they will be subject to a separate quotation or ‘buy-out’ charge. Genium withholds the right not to sell these files/systems/models.

Copyrights and Trademarks

By supplying text, images and other data to Genium for inclusion in the customer’s brochure or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.

Any artwork, images, or text supplied and/or designed by Genium on behalf of the customer, will remain the property of Genium and/or it’s suppliers.

By supplying images, text, or any other data to Genium, the customer grants Genium permission to use this material freely in the pursuit of the design and to utilise the designs in Genium’s portfolio unless agreed otherwise.

Should Genium, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Genium to remove and/or replace the file.

The customer agrees to fully indemnify and hold Genium free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.

In so far as use of the Deliverables involves use of third party material, Genium will use every endeavour to secure such licence as is necessary to allow the required use of the same but only the extent required by the Brief and any use thereof outwith the Brief shall be at the Client’s wish and the Client shall indemnify Genium in respect of any claim arising out of such use.

Subject to the above and to the rights of any third party, ownership of the Rights shall remain vested in Genium unless and until any assignment or other disposition of the Rights is agreed between the parties in writing.

For the avoidance of doubt, where Genium makes any presentation to the Client going beyond the Brief, the Client shall have no right to make use of any material contained in such presentation unless and until a separate contract is concluded between the parties.

Third Party Materials

“Third Party Materials” – any image, text or other material that is owned by a third party and used in the creation of the Products;
Genium shall notify the Client of any Third Party Materials that it intends to use in the Products and the Client acknowledges and accepts that the Third Party Products shall be supplied to the Client in accordance with the respective copyright licensor’s terms.

Indemnity & Libel/Obscenity

The customer shall fully and effectively indemnify Genium against all costs, expenses,damages and losses in connection with any third party proceedings with respect of goods produced, worked on or work carried out by Genium, including claims and proceedings relating to copyright, trademarks, patents, industrial property, libel and obscenity.

Customer Default

If the customer shall be in default, or if Genium has reason to believe that the customer will be unable or unwilling to discharge its obligations, then Genium may cease work without any liability and give notice to the customer that payment for any thing supplied under the contract between the two parties is due and payable immediately. Without prejudice to other remedies, Genium shall in respect of all unpaid debts due from the customer have a general lien on all goods and property in its possession, and shall be entitled to dispose of such goods or property as it thinks fit in order to apply the proceeds towards such debts.

Subcontracts

Genium may subcontract any or all of the customers work, but Genium shall remain liable to the customer for it. We add a discretionary mark-up/handling charge at industry standard rates unless agreed otherwise in writing with the client prior to commencement of work.

Divisibility of Contract

All contracts between Genium and its customers are divisible. Each delivery made
shall be deemed to arise from a separate contract, and
shall at Genium’s discretion be invoiced separately.

Different conditions

These conditions override any differing conditions which may appear on the customer’s order, and may be modified only with the written consent of Genium.

Governing Law

The resolution of any dispute shall be governed by the Laws of England.

Publicity Rights

Genium are entitled to claim authorship for designs/products reproduced wholly or substantially to our design. The customer agrees to give us credit where appropriate in all initial press publicity material. Genium appreciate the opportunity to see such material before publication. We reserve the right to use our design work in self promotion literature and advertising.

 

Digital Media

Security

 Digital Media Terms & Conditions

Programming

The Agency can only program sites to be as secure as reasonably possible at the time of delivery and can not offer indemnity against future threats/developments.

Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £95/hour.

The Agency develops websites for compatibility with the current version of Microsoft Edge: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.

Ownership

The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.

Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

Genium reserves the right to use elements of the client’s website for Genium portfolio/s and self-promotional purposes.

Content

The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.

All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.

When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.

The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as The Agency accepts no responsibility for their accuracy, relevance or currency.

The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Genium for inclusion in any work produced by Genium, are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Genium and its subcontractors from any liability or suit arising from the use of such elements.

If you require top level administrative access to your site and/or hosting we cannot guarantee the functionality of your site after sign-off and handover.

Website Hosting and Email Terms & Conditions

Summary

The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.

Below is a summary of the main points covered in these terms:

Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.

The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.

Your service will be removed if you fail to pay in time or misuse the service.

The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.

Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £95 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.

Website & Email Content & Use

We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:

You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

You will not host, post, publish, disseminate, link to or transmit:

Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

Any material containing a virus or other hostile computer program.

Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email.

You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 16 years.

You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).

If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

Error Correction

If the Client shall discover any error in the operation or presentation of the Web Site then the Client shall within 14 days after such discovery notify the Contractor in writing of the defect or error in question and provide the Contractor (so far as the Client is able) with a documented example of such defect or error.

Upon receipt of such notification from the Client the Contractor shall begin work on correcting such defect or error in accordance with the Performance Standards. If the Client requests support in an emergency the Contractor shall use all reasonable efforts to fulfil the request as quickly as possible.

The foregoing error correction service shall not include service in respect of:

• defects or errors resulting from any modifications of the Web Site made by any person other than the Contractor;
• incorrect use of the Web Site or error in the operation thereof on the part of the Client or its employees or agents;
• errors resulting from faults in equipment or software other than that supplied to the Client by the Contractor.

Charges

All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us and shall be due and payable in advance of their service provision without any set-off or other deduction. We reserve the right to change pricing at any time, although all pricing is guaranteed for the current subscription period.

Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given.

Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend or terminate the provision of Services to you.

If an account goes unpaid for at least ten days, the account and its associated services are suspended. A charge will be applied upon account reactivation to cover administration costs, based on our standard hourly charge of £95. An estimate of this cost will be given prior to any work being undertaken.

Once an account has been suspended, access to files, databases and other content is explicitly denied. After an account has been suspended for 10 days it will be terminated, with all files, databases and other content – including the account itself – permanently deleted.

Should access to files, databases and other content be required before they are deleted, account reactivation will be required, incurring a reactivation charge based on our standard hourly rate of £95.

The Agency’s pricing is based on the Client’s site generating accesses (using bandwidth) roughly in proportion to the number of pages on the site. Should accesses to your site increase beyond a reasonable level, The Agency and our suppliers reserve the right to make additional charges at any time.

Any accounts that go over the limits prescribed will be charged a £50 administration fee for each month in which the limit is exceeded, in addition to charges for any further resources/subscriptions required. The Agency and/or our suppliers reserve the right to suspend or terminate any accounts should the limits be repeatedly or substantially exceeded.

Should payment of invoices not be made within the agreed time Genium reserves the right to instruct a debt collection service to recover funds. At this point the client will be liable for any costs incurred to recover the funds and may be liable for any interest or late payment fees.

Should project cancellation occur, before the work is completed, you will still be liable for the full fee.

Investigation Charges

Any investigations undertaken by the Agency at the request of the Client into perceived problems, such as loss of service, where it is subsequently found that the Agency or our suppliers are not at fault, will be charged at £95 per hour. We therefore suggest that the Agency is only contacted after the Client and their IT professional/advisor have fully established that any problems are not due to your systems or actions.

Security

Any access to other networks connected to the Agency or our suppliers must comply with the rules appropriate for those other networks.

While our suppliers will use every reasonable endeavour to ensure the integrity and security of the Server, neither we nor the our suppliers guarantee that the Server will be free from unauthorised users or hackers and neither we nor our suppliers shall be under any liability for non-receipt or misrouting of email or web traffic, or for any other failure of email or websites. Your data pages may not be secure against hackers and you take that risk. If you find evidence of infiltration, you must notify the Agency immediately so that your server can be taken offline until any vulnerabilities are fixed. The Agency can provide an estimate of the work required to fix any vulnerabilities if required.

The Agency and our suppliers shall take reasonable care to avoid introducing computer viruses to your computer systems and shall not be liable to you by reason of any virus unknowingly introduced to your system by it for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or any claims which arise out of or in connection with such introduction of a computer virus.

The Client shall effect and maintain adequate insurance cover in respect of any loss of service, or loss or damage to data stored on the Server.

The Client shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.

Service Availability

Our suppliers shall use their reasonable endeavours to make available to you at all times the Server and the Services but neither we or our suppliers shall, in any event, be liable for interruptions of Service or down-time of the Server.

The Agency and our suppliers shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason in writing.

No backups of any files, databases or any other content will be made unless explicitly requested (with time taken to carry out requested backups charged at the standard rate of £95 per hour).

Termination

The Agency expressly reserves the right to terminate or suspend your subscription without prior notice should you fail to comply with any clause within these Terms and Conditions or should the Agency or our suppliers deem such action necessary where legal proceedings are threatened or issued regarding the form or content of your web pages and in such circumstances the Agency will confirm such termination or suspension by subsequent notice.

No refunds will be made for Services suspended and/or terminated. Where the Agency or our suppliers terminate or suspend your subscription in reliance upon your breach of Agreement, or you terminate your subscription, you will not be entitled to any refund of any ‘unused’ part of your subscription.

If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.

We reserve the right to suspend the Services and/or terminate this Agreement at any time.

You may cancel the Services at any time, upon ninety (90) days’ notice and providing that all charges have been paid.

On termination of this Agreement we shall be entitled to immediately block your Website and to remove all data located on our servers.

The agency shall not be liable for any consequential loss whatsoever in relation to termination of your account in any circumstances.

Video Production Terms and conditions

Terms and conditions of commissioning and usage of video production from Genium Creative Limited

1. Definitions & General Terms

In these Terms and Conditions the words ‘Genium Creative’ ‘Genium’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Genium Creative Limited, a UK registered limited liability company. The words ‘client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organisation acting on their behalf.

These Terms and Conditions apply to all video and associated audio product created by Genium, including all moving and still images and sound recordings of whatever form.

2. Pre-production requirements

It is the Clients responsibility to obtain all necessary permissions including but not limited to performances, branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other copyrighted material which will form part of the final video production.

No liability will be accepted by Genium for and delays or failure to deliver the agreed product if caused by any element which is the Clients responsibility.
Where copyright material is provided by the client for incorporation into a Genium product, permission must be obtained from the original copyright owner / material provider.

The client undertakes to indemnify Genium against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.

A full production brief must be signed off by the Client before production work begins.

3. Production and post-production

All works undertaken will be as per Genium written quotation based upon the agreed production brief. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our current daily rates.

Clear access for video and sound capture shall be arranged and managed by the Client. If filming venues are being organised by the Client, it is the Clients responsibility to ensure that our production crew and supporting personnel have clear access to all relevant locations required throughout the day. Delays in production as a result of inadequate access or facilities may incur additional charges.

Genium takes Health & Safety matters seriously and we reserve the right in all instances to remove any of our personnel and / or equipment from a location if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behaviour. In such circumstances the Client will be fully liable for any costs incurred or subsequently arising as a result. Genium will observe the site safety rules at all times and will liaise with the appropriate Responsible Person(s) named in the production brief.

4. Insurance

Genium carries public liability insurance cover of five million pounds. A copy of our insurance certificate can be provided on receipt of a request to our offices. Extended or upgraded specific project insurance cover can be provided if required upon request, provided this is agreed at the time of booking and included in the production brief.

5. Adverse weather conditions

In the event of inclement weather which in our opinion would pose a risk to health & safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.

6. ‘Client delays’

In the event of filming being delayed or aborted due to the Client’s failure to adhere to the agreed dates, times, access, facilities, organisation or any other matter specified in the production brief, we reserve the right to re-schedule the affected days of filming and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming day(s).

7. Changes to the filming schedule

In the event of the Client wishing to change or cancel the filming date we require a minimum of 4 weeks’ notice. Failure to comply will result in the Client becoming 100% liable for all costs associated with the originally scheduled dates.

8. Equipment substitution

In the event that Genium experiences equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.

9. Approval / amendments of draft footage

Under normal circumstances one ‘first cut’ edit will be available for the Client for review and comment. One set of revisions will be incorporated within the agreed project cost provided that any revisions or amendments fall within the original agreed brief. Our video editing and production facility is available for client viewing and review, and all clients are encouraged to attend personally during editing so that all revisions can be signed off without delay. Subsequent revisions or significant re-edits will be charged at a rate of £760 + VAT per day or part thereof.

10. Project duration and delivery

Any indication given by Genium of a project’s duration is to be considered by the customer to be an estimation. Genium will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. In all cases our liability will be limited to the agreed total cost of the project, less any costs incurred by us for any work already done on the project provided such work is within the agreed production brief. Genium will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

11. Copyright

Genium asserts its full rights as copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by Genium and is protected under UK law.

12. Usage licence – rights to the use of project content

Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies Genium against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material

We retain all rights to the usage of footage captured during the production of any client-commissioned project. As part of our video production service, we will grant a time-unlimited licence for use of that footage to the Client subject always to the following express condition:

“Genium retains all copyright over any content we produce. A usage licence grants the Client permission to use the content in the state in which we provide it to the Client. Permission is not granted to re-edit, copy or alter the content in any way.

We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.

Genium assigns to the Client a licence to use the video production in its complete delivered form only. We do not give permission for any material to be altered, edited or used as part of another production, unless this is expressly agreed in writing.

Provided that all monies due to us from the Client have been received as cleared funds in our bank account, and provided that the Client is not in breach of anything contained in these Terms and Conditions the Client is granted a perpetual usage licence relating to the video material in its delivered form.

We retain the right to use any of our copyright material for any legal purpose, including its use within projects for other clients unless (a) we have granted an exclusive licence to any Client or (b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client.

 

Sign, Signage or Vinyl installation

Please note that we would require you to contact us prior to installation. Once the display sign, signage or vinyl graphics has been installed, we can no longer accept returns or refunds, as damage may have been caused during installation. In addition, we cannot be held responsible for any third-party damages caused by incorrect installation or due to the product itself. This includes any damages to the surface upon which the product has been affixed to. We strongly recommend that you do not book tradespeople on the strength of delivery dates or time frames, and we recommend that you check items from us before any preparation work is undertaken. If you have any further questions regarding the policy outlined above, feel free to contact the Genium team.

The colour of printed graphics or vinyl may vary from wall to wall at installation sites as some graphics may be produced/printed on different machines.

1. The quantity, quality and description of and any specification for the Goods and Services shall be those set out in the Quotation. It is the obligation of the Customer to check the structure to which the Goods are to be affixed, and to prepare surfaces to which the Goods may be applied, so that in each case they are suitable for such affixing and application. The Customer acknowledges that following installation it is responsible for the inspection, maintenance and repair of Goods supplied.

2. If the Goods are manufactured or any process is applied to the Goods by Genium in accordance with a specification submitted by the Customer whether in writing or otherwise the Customer shall indemnify Genium against all loss damages costs and expenses awarded against or incurred by Genium in connection with or paid or agreed to be paid by Genium in settlement of any claim for infringement of any patent, copyright, design, trademark (whether registered or not), or other industrial or intellectual property rights of any third party which results from Genium’ use of any or all of the Customer’s specification.

3. Genium reserves the right to make any changes in the specification of the Goods and/or Services which are required to confirm with any applicable legal or regulatory requirements (including but not limited to safety requirements) or which do not materially affect their quality or performance.

4. No order which has been accepted by Genium may be cancelled by the Customer except with the agreement in writing of Genium and on terms that the Customer shall indemnify Genium in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damage charges and expenses incurred by Genium as a result of cancellation.

5. Where a Quotation is based upon information supplied by the Customer, the Customer is responsible for its accuracy and any increased costs of supply resulting in any inaccuracy are the Customer’s responsibility.

6. All samples, drawings, descriptions, specifications, illustrations and advertising issued by Genium or on any website connected with Genium (together “Samples”) are issued or published for the sole purpose of giving an approximate idea of the Goods represented by or described in them.

7. At the request of the Customer and at its cost, and at the sole discretion of Genium, Genium, may remove materials (including but not limited to old signage) from the premises of the Customer.

8. Genium requires the Customer, prior to the provision of the Goods and/or Services, to obtain any necessary consents and approval to:
8a the installation and/or application of the Goods, including but not limited to any planning and/or landlord consents; and
8b the use of any logo, trade mark or design required for the Goods (included but not limited to the right to use the copyright and any other intellectual property rights in such logo, trade marks and design).

Recruitment

TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT STAFF TO BE DIRECTLY EMPLOYED BY THE CLIENT

1. DEFINITIONS

1.1. In these Terms of Business, the following definitions apply:

“Applicant”

means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own staff;

“Client”

means the person; firm or corporate body together with any subsidiary or associated Company as defined by s1159 of the Companies Act 2006 to which the Applicant is Introduced;

“Client Group”

Any subsidiary or associated company of the Client as defined by s1159 of the Companies Act 2006;

“Contingency Recruitment Assignment”

this is the phrase used to describe recruitment where agreed terms and conditions are in place with Client and the Agency supply them with Applicants on an ‘ad-hoc’ basis. No up-front fees are charged.

“Engagement”

means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise, or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee and “Engaged” shall be construed accordingly;

“Event”

means any event in which the Client who has made an Offer becomes the subject of or is are otherwise involved in a restructuring of the Client’s business, an acquisition, merger, or disposal activity directly affecting the business of the Client;

“Fee”

means the applicable fee payable by the Client to the Agency for an Introduction resulting in the Engagement of the Applicant, based upon a percentage of the Remuneration set out in clause 3.4 or 5 (as applicable to the type of Assignment) or as agreed in the Specific Terms;

“Introduction”

Means (i) the Client’s interview of (in person, by telephone or via social media) or engagement of an Applicant following receipt of the Applicant’s CV from the Agency, whether in relation to a specific role or speculatively or (ii) the passing to the client of a curriculum vitae or information which identifies the Applicant (whether the Applicant was previously known to the Client or not) and “Introduced” and “Introduce” shall be construed accordingly;

“Offer”

means an offer of Engagement by the Client to an Applicant, whether made orally, or in writing;

“Parties”

means the Agency and the Client; Party shall be construed accordingly.

“Proposal”

means the written proposal which details the Retained Search and/or Selection Assignment, the services to be provided (including the methodology and process), timescales (where appropriate) and any Specific Terms agreed between the Client and the Agency;

“Remuneration” means base salary only.

“Specific Terms” means any specific terms and conditions agreed in writing between the Parties (which includes any terms set out in a Proposal) which are in addition to or which

vary these Terms of Business;

“Third Party” means any third party (whether a person or legal entity) other than the

“Agency” defined;

1.2. Unless the context requires otherwise, references to the singular include the plural and references to the masculine include the

feminine and vice versa

1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.

1.4. All references to legislation shall include any subsequent amendments, enactments or variations and including implementing regulations, codes, and orders made from time to time.

2. THE CONTRACT

2.1. These Terms of Business constitute the contract between the Agency and the Client and are deemed to be accepted by the Client upon electronically signing these Terms of Business, or by virtue of an Introduction to, the interview of, or an offer of Engagement to the Applicant or the passing of any information about the Applicant by the Client to any Third party following an Introduction by the Agency or by the Client authorising the Agency to commence work on a vacancy, whichever event occurs earlier.

2.2. These Terms of Business contain the entire agreement between the parties for all Introductions made following the Client’s deemed acceptance of these Terms and Conditions unless otherwise agreed in writing by a Director of the Agency and these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.

2.3. These Terms of Business shall remain in force from the date that the Client is deemed to have accepted the Terms of Business and thereafter the Parties shall negotiate with regard to any further Terms of Business.

2.4. No variation to these Terms of Business shall be valid unless the details of such variations are agreed between the Agency and the Client and are set out in writing and a copy of the varied Terms of Business is given to the Client stating the date on or after which such varied Terms of Business shall apply. Any varied Terms of Business must also be signed and dated by both parties.

3. NOTIFICATION AND FEES

3.1. The Client agrees:

a) To notify the Agency immediately of any Offer which it makes to the Applicant during the 12-month period following their

last interaction with the Applicant following an Introduction (as referred to in clause 7.2 below);

b) To notify the Agency immediately that an Offer has been accepted and the Client shall provide a copy of the Offer letter and contract of employment to the Agency; and

c) To pay the Agency’s fee within 14 days of the date of invoice.

3.2. Except in the circumstances set out in Clause 6.1 below, no Fee will be incurred by the Client until the Applicant signs their contract in respect of their Engagement or commences their Engagement, whichever occurs earlier (“Invoice Date”). The Agency will render an invoice to the Client for the Fee due on the Invoice Date. All invoices will be subject to VAT, which shall be charged in addition to the Fee. All invoices must be paid by the Client without any deduction, set off or counterclaim.

3.3. The Agency reserves the right to charge interest on invoiced amounts which remain unpaid for more than 14 days beyond the final payment date at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date payment is actually received in accordance with Late Payment legislation. Where the Agency has agreed an alternative Fee in the Specific Terms and the Client has not settled the invoice in full within 14 days of the date of invoice, the Agency reserves the right to revert back to the Fee in these Terms of Business.

3.4. Contingency Recruitment Assignment Fees

a) (Permanent Engagements):

The fee payable to the Agency by the Client for an Introduction resulting in an Offer for a permanent Engagement is calculated in accordance with the following Fee Structure:

30% of base salary

If a permanent Engagement is part-time, the Remuneration will be calculated pro-rata based on the full-time equivalent salary and the Fee shall be based upon that Remuneration.

b) Fixed Term Contract (FTC) Engagements:

For any Fixed Term Contract (FTC) Engagements, the Fees will apply pro-rata for the length of the FTC and will be calculated as follows:

• (Remuneration x Fee % (in clause 3.4) x 1.5) Divided by 12 (x No. Months of FTC)

If the Offer is extended for a further FTC Engagement either during the FTC Engagement or within a period of six months of the end of the preceding FTC Engagement, the Client will pay a further Fee calculated as above. The total Fee payable by the Client will be capped to a period of 18 months for any continuous FTC assignments (i.e. FTC assignments that do not have any break of 4 weeks or less) (“Maximum Charge”).

If an Applicant is Engaged on a permanent basis at any point during the FTC Engagement then a further Fee calculated in accordance with 3.4a) shall apply, capped to the Maximum Charge.

Please note: These Terms apply only to circumstances where the Applicant is employed and pay-rolled directly or otherwise Engaged directly by the Client. Separate Terms of Business exist in relation to the provision of Contract or Temporary Staff (pay-rolled by the Agency on an hourly or daily contract rate).

3.5 Where the salary offered is in a currency other than Great British Pounds (GBP), the fee will be calculated and invoiced in GBP. The exchange rate (using the exchange rate applicable from XE.com) shall be recorded and fee calculated on both the date of Offer acceptance and the date the Applicant commences their Engagement and the highest GBP figure of the two shall be invoiced. It is the Client’s responsibility to ensure the correct GBP figure is paid.

4. REFUNDS

4.1. In order to qualify for a refund, the Client must (a) have paid the Agency’s fee within the timeframe agreed in 3.1c (b) have provided the Agency with a copy of the Offer letter and contract of employment (c) have notified the Agency in writing of the termination of the Engagement within 7 days of its termination and (d) not be in breach of these Terms of Business or any Specific Terms.

4.2. Where the Applicant resigns from the Engagement of their own volition (and such resignation has not arisen due to an Event) or the Engagement is terminated by the Client due to the Applicant being unsuitable (and which for the avoidance of doubt excludes any termination by reason of redundancy or arising as a consequence of an Event) during the first 6 weeks of the Engagement (inclusive of notice period or any period of notice that would have applied in the absence of garden leave or a payment in lieu of notice), a partial refund of the Fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in Clause 4.1.

Working week in which the Engagement ends      % of Fee refunded 

0 to 4                                                                          100%

5 to 8                                                                         75%

9 to 12                                                                         50%

4.3. Refunds are issued in the form of a cash.

4.4. In circumstances where clause 3.4(b) applies, the partial refund scale outlined in Clause 4.2 will also be applied pro-rata, to be determined by the Agency.

4.5. The above refund provisions shall only apply once and shall not apply to the provisions of Clause 7.4.

5. CANCELLATION FEE

5.1. Contingency Recruitment Assignment

If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a fee equal to 80% of what the total applicable Fee plus VAT would have been, based on the Applicant’s gross annual salary set out in the Offer prior to withdrawal by the Client.

If, however the offer is withdrawn due to information the Client has received about the Applicant (relating to the ability of the Applicant to undertake the role or the ability of the Applicant to meet the conditions of employment) after the offer has been made, which means the Applicant is no longer considered suitable for the role by the Client (acting reasonably in such a decision), then 50% of the anticipated Fee plus VAT shall be due. The Client agrees to share that information with the Agency.

6. INTRODUCTIONS

6.1. Introductions of Applicants are confidential. The disclosure by the Client to any Third Party of any details regarding an Applicant introduced by the Agency, which results in an Offer to the Applicant by the Third Party within 12 months of the Introduction of the Applicant to the Client or the Client’s passing of the details regarding an Applicant to such Third Party (whichever occurs later) will render the Client liable to pay the Agency a Fee as set out in Clause 3.4 or Clause 5.1 (as applicable based on the type of Assignment the Applicant was initially Introduced under), with no entitlement to any refund.

6.2. A Fee calculated in accordance with Clause 3.4 or Clause 5.1 will be charged in relation to any Applicant Engaged by the Client or any member of the Client Group, for any vacancy, within a period of 12 months following the Introduction of the Applicant, the Client’s interview (whether in person by telephone) of the Applicant, the Client’s last negotiations with the Applicant prior to Offer, the Client’s withdrawal of an Offer or the Applicant’s rejection of an Offer, whichever occurs later.

6.3. Where the amount of the actual Remuneration is not known, the Agency will charge a Fee calculated in accordance with clause 3.4 or clause 5.1 (as applicable) on the minimum level of Remuneration applicable for the position in which the Applicant has been Engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.

6.4. If the Client subsequently Engages or re-engages an Applicant within a period of 6 months from the date of termination of a permanent Engagement, a full Fee calculated in accordance with clause 3.4(a) above becomes payable with no entitlement to any replacement or refund.

6.5. If the Client knowingly fails to notify the Agency of any Engagement, the Client will be liable to pay an additional fee of 5% of the Remuneration representing a fair and reasonable pre-estimate of the Agency’s additional expenses incurred as a consequence of the Client’s breach of these Terms of Business.

6.6

a) If an Applicant has already been introduced to the Client for the same vacancy by a Third Party (who has the prior permission of the Applicant to be introduced to the Client for the vacancy) or the Applicant has made a direct approach to the Client for the same vacancy that the Applicant has been Introduced for by the Agency (such approach having occurred prior to the Applicant agreeing to be represented by the Agency for the vacancy) the Client shall notify the Agency in writing within 48 hours of the Agency’s Introduction to confirm that this has occurred and will provide timed evidence of the previous introduction or direct application, upon receipt of which the Agency will accept no Fee shall be due.

b) If the Client does not provide written notification and timed evidence as required under this clause, or such previous introduction was for a different vacancy and/or the Third Party did not have the permission of the Applicant to be introduced for the same vacancy the Client will be liable to pay a Fee upon any Engagement of the Applicant. For the avoidance of doubt, this provision only applies to Contingency Recruitment Assignments on the basis that all Applicants considered under a Retained Search and/ or Selection Assignment (whether or not the Client has prior knowledge of such Applicant) will attract a Fee under clause 5.1 subject to these Terms of Business.

1.7. The Agency’s entitlement to a Fee under these Terms of Business shall not be affected by any Third Party’s claim for a Fee arising from any prior introduction of an Applicant for a different vacancy which the Client may be subject to.

1.8. The Client accepts that a Fee will be due to the Agency for any Applicant Introduced irrespective of whether the Client already had knowledge of, had an existing relationship with, is connected to the Applicant via social media, or otherwise has considered the Applicant for a prior vacancy or role with the Client (“Known Applicant”), unless the Client can provide evidence that it has considered the Known Applicant for the same vacancy (that the Agency has Introduced the Applicant for) prior to the Agency’s Introduction of such Applicant, and provided that such consideration occurred prior to the Applicant discussing the vacancy with the Agency or the Applicant agreeing to be represented by the Agency for such vacancy. The Agency agrees to provide timed evidence upon request by the Client in respect of its interaction with the Known Applicant.

7. SUITABILITY AND REFERENCES

7.1. The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by confirming that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Applicant is willing to work in the position which the Client seeks to fill.

7.2. The Agency endeavours to take all reasonable steps to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.

7.3. The Agency endeavours to take all reasonable steps to ensure that it would not be detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which the Client seeks to fill.

7.4. Notwithstanding Clauses 8.1, 8.2, and 8.3, the Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or to the Agency before Engaging the Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is Engaged.

7.5. To enable the Agency to comply with its obligations under Clauses 8.1, 8.2, and 8.3 and 8.4 the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of work that the Applicant would be required to do; the location and hours of work; the experience, training, qualifications, competencies and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date the Client requires the Applicant to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Applicant would be entitled to give and receive to terminate the Engagement with the Client.

7.6. The Parties agree to keep information of a proprietary nature received by the other including without limit the Applicant’s CV’s and contact details (including each other’s intellectual property) in confidence and will only use the same for the purpose of evaluating Introductions and making Engagements. The Client warrants and undertakes that it has not and will not approach the Applicant’s current employer, contact the Applicant directly or disclose the contents of CVs to any Third Party without the Agency’s prior express written consent.

8. LIABILITY

8.1. The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or in any other circumstance in which the Agency’s liability cannot be limited in law.

8.2. Without prejudice to the above exclusion, should the Agency be otherwise held responsible for liability which can be limited in law, the Agency’s total liability arising under or in connection with any Assignment whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall be limited to 100% of the Fees paid by the Client.

8.3. The Parties will not unlawfully discriminate against any Applicant whether directly or indirectly, on grounds of sex, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability, or age. Each Party will ensure that each Applicant is considered and or assessed for roles based on the Applicant’s merits, qualifications, and technical abilities to fulfil the role. The Agency will not accept instructions from a Client who indicates an intention to discriminate unlawfully.

9. LAW

9.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

9.2. All notices which are required to be given in accordance with these Terms of Business shall be in writing and may be delivered personally or by first class prepaid post to the addressee upon whom the notice is to be served or any other address that the Party has notified the other Party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by email or facsimile transmission, when that email or facsimile is sent.

9.3. Each provision of these Terms of Business (as defined by punctuation) is separate, distinct, and severable. If any of the provisions of these Terms of Business are determined by the English Courts to be unenforceable, to any extent, such provision may be modified or severed from the remaining Terms of Business to give meaning to the intention of the parties, and the remaining provisions including any such modified provisions shall continue in force.

9.4. The Contract (Rights of Third Parties) Act 1999 is hereby excluded.

DATA PROTECTION

1. PURPOSE

1.1 This addendum sets out the framework for the sharing of personal data between the parties as data controllers. It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other.

1.2 The parties agree to only process Shared Personal Data, as described in clause 2.1 for the following purposes:

(a) Recruitment

The parties shall not process Shared Personal Data in a way that is incompatible with the purposes described in this clause (the Agreed Purposes).

1.3 Each party shall appoint a single point of contact (Data Manager) who will work together to reach an agreement with regards to any issues arising from the data sharing and to actively improve the effectiveness of the data sharing.

2. SHARED PERSONAL DATA

2.1 The following types of personal data may be shared between the parties during the (Shared Personal Data):

(a) Name

(b) Contact Details

(c) Previous Employment

(d) Contract Details

3. LAWFUL PROCESSING

3.1 Each party shall ensure that at all times it processes the Shared Personal Data fairly and lawfully in accordance with applicable data protection laws and codes of practice.

4. SAR CO-OPERATION

4.1 The parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with subject access requests and to respond to any other queries or complaints from data subjects.

5. TRANSFERS OUTSIDE EEA

5.1 For the purposes of this clause, transfers of personal data shall mean any sharing of Shared Personal Data by a party (the Data Receiver) who has received that data from the other party with a third party.

5.2 The Data Receiver shall not transfer personal data outside the European Economic Area (EEA) unless the following conditions are fulfilled:

(a) the Data Receiver has ensured appropriate legal safeguards are in place in relation to the transfer of Shared

Personal Data;

(b) the Data Receiver has ensured an adequate level of security for any Shared Personal Data that istransferred;

(c) the data subject has been advised of the possibility of transfer of his or her personal data outside of the EEA in a relevant

privacy notice.

6. DATA SECURITY BREACHES AND REPORTING PROCEDURES

6.1 Parties shall notify any potential or actual loss of or unauthorised access to the Shared Personal Data to both parties’ Data Managers as soon as possible and, in any event, within 2 working days of identification of any potential or actual loss or access to enable the parties to consider what action is required in order to resolve the issue in accordance with the applicable data protection laws and guidance.

6.2 Clause 6.1 also applies to any lapses in or breaches of security protocols which may compromise the security of the Shared Personal Data.

6.3 The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any data security breach in an expeditious and compliant manner.

7. COMPENSATION FOR CLAIMS BY THIRD PARTIES

7.1 Subject to clause 7.2, the parties undertake to fully compensate each other and indemnify and hold each other harmless from any cost, charge, damages, expense or loss resulting from a third party claim against a party, to the extent to which the same arises a result of the other party’s breach of any of the provisions of this addendum (including with limitation breach of applicable data protection laws).

7.2 Claims made by a party under clause 7.1 or otherwise in respect of breaches of data protection laws and codes of practice by the other party are contingent upon:

(a) the party to be compensated (the innocent party) notifying the other party (the party in breach) of a claim within a reasonable time of becoming aware of it (unless the party in breach is already aware of the same)

(b) no admission or settlement of such a claim being agreed by the innocent party without prior written consent from the party in breach (such consent not to be unreasonably refused or withheld);

(c) the innocent party using all reasonable endeavours to mitigate the amount of the claim and providing all reasonable information cooperation and assistance to the party in breach party in respect of such claim.

8. FURTHER ASSURANCE

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this addendum.

Merchandise

1 Information About Us

Genium engages only in Business-to-Business sales (B2B), and does not sell to individual consumers. The following are therefore business-to-business terms and conditions.  For information relating to proofs and proof approval please see ‘Proofs’ section.

2 How the Contract is formed between You and Us

2.1 After placing an order, you may receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been formally accepted. Your order constitutes an offer to us to buy a Product or Products. All orders are subject to acceptance by us and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (the Order Confirmation). The contract between us (the Contract) will only be formed when we send you the Order Confirmation.
2.2 The Contract will relate only to the Product(s) whose order we have confirmed in the Order Confirmation. We will not be obliged to supply any other Product(s) which may have been part of your order until the order of such Product(s) has been confirmed in a separate Order Confirmation.
2.3 Any quotation is given on the basis that no Contract shall come into existence until we send the Order Confirmation. Due to the fact that our products include components with daily fluctuating cost, we reserve the right to revise any quotations for our product and related services without prior notice.

3 Description

3.1 The quantity and description of the Product(s) shall be as set out in our quotation or Order Confirmation.
3.2 All samples, drawings, descriptive matter, specifications and advertising we issue and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them.
3.3 If you have specific requirements you may order a working sample for verification purposes and we reserve the right to charge for this service.

4 Delivery

4.1 Any dates specified by us for delivery of the Product(s) are intended to be an estimate and time for delivery shall not be made of the essence by notice from you or us howsoever communicated. If no dates are so specified, delivery shall be within a reasonable time.
4.2 We shall not be responsible for delays in transit, customs clearance or at any point after we have passed the Product(s) to third-party logistics companies for delivery.
4.3 We may deliver the Product(s) by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.4 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle you to repudiate or cancel any other Contract or instalment.
4.5 You shall be deemed to have accepted the Product(s) fourteen (14) days after delivery unless we are otherwise advised in writing after delivery of the Product(s) and in a form that clearly identifies the Product(s) not yet accepted and the reasons. In any event you shall be deemed to have accepted the Product(s) thirty (30) days after delivery regardless of any written notice to the contrary.

5 Non-Delivery

5.1 The quantity of any consignment of Product(s) as recorded by us or our agent upon dispatch from our or our agent’s place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
5.2 If for any reason you fail to accept delivery of any of the Product(s) when they are ready for delivery, or we are unable to deliver the Product(s) in a timely manner because you have not provided appropriate instructions, documents, licences or authorisations or because the delivery location was unclear or not open for business when delivery was attempted: (a) risk in the Product(s) shall pass to you (including for loss or damage of any cause); (b) the Product(s) shall be deemed to have been delivered in a timely manner; and (c) we or our agent may store the Product(s) until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage, insurance and logistics costs).
5.3 We shall not be liable for any non-delivery of Product(s) (even if caused by our negligence) unless you give written notice to us of the non-delivery within seven (7) days of the date when the Product(s) would in the ordinary course of events have been received.
5.4 In all circumstances any liability of ours for non-delivery of the Product(s) shall be limited to replacing the Product(s) within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Product(s) that have not been successfully delivered.
5.5 We shall not be liable under any circumstances for consequential or other losses arising from non-delivery or late delivery of any Product(s).
5.6 We shall not be liable under any circumstances should you purchase alternative or replacement products from another source as a consequence of non-delivery or late delivery of any Product(s).

6 Cancellation of Orders

6.1 You may not cancel any order or part or any order which is due for delivery within forty five (45) days.
6.2 You may not be permitted to cancel an order where we have already begun the process of customization and where the Product(s) has been rendered impossible or impractical to resell in the process. Any cancellation request will only be accepted by written notice provided you pay to us such reasonable amount of cancellation charges as we shall notify in respect thereof.
6.3 If you commit any breach of these Terms or if: (a) you have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in respect of your business, or any proceedings are commenced relating to the insolvency or possible insolvency of your business; or (b) you suffer or allow any execution, whether legal or equitable, to be levied on your or obtained against you, or you fail to observe or perform any of your obligations under the Contract or any other contract between us, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or (c) you encumber any of the Product(s) (“Insolvency Events”) we may, at our discretion, cancel the contract between us and require the return of any Product(s) not yet fully paid for and over which we retain title.

7 Licence & Intellectual Property

7.1 By entering into this Contract you acknowledge the fact that you are granting us a non-exclusive global licence to use your trademark(s) for the purpose of customisation of the Product(s) and their associated packaging.
7.2 You confirm that you have the right to use all trademarks, copyrights and any other intellectual property that you provide to us in the course of doing business with us.
7.3 You further acknowledge the fact that you are granting us a non-exclusive global license to use your trademark(s) in association with our Products and in marketing materials. You may withdraw such consent by informing us in writing whereby any materials already in existence shall be permitted to continue to exist and be used but no new material shall be created.
7.4 You agree to fully indemnify us against all intellectual property claims related to any and all trademarks, copyrights and any other intellectual property that you provide to us in the course of doing business with us howsoever used.
7.5 You agree that you shall have no right to reproduce any of our Product designs (whether protected or not) or purchase products embodying the design of any of our Products (whether protected or not) from third parties unconnected with us.
7.6 We grant you a non-exclusive global license to use Product(s) purchased from us anywhere in the world where such use is legal, it being your sole responsibility to determine the legality of your intended and actual use.

8 Risk and Title

8.1 The Product(s) will be at your risk from the time of delivery.
8.2 Ownership and title of the Product(s) will only pass to you when we receive full payment of all sums due (in cleared funds) in respect of the Product(s), including delivery and any other charges.
8.3 Until ownership and title of the Product(s) has passed to you, you shall: (a) hold the Product(s) on a fiduciary basis as our bailee; (b) store the Product(s) (at no cost to us) separately from all your other goods or those of any third party in such a way that they remain readily identifiable as our property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Product(s); and (d) maintain the Product(s) in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us.
8.4 You may resell the Product(s) before ownership and title has passed to you solely on the basis that any such sale shall be a sale of our property and you shall deal as principal when making such a sale. The proceeds of such a sale to the value of the Product(s) shall be paid to us without undue delay.
8.5 Your right to possession of the Product(s) shall terminate immediately if you experience any Insolvency Events.
8.6 We shall be entitled to recover payment for the Product(s) notwithstanding that ownership of any of the Product(s) has not passed from us to you.
8.7 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Product(s) are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
8.8 On termination of the Contract, howsoever caused, our rights contained in this section 8 shall remain in effect.

9 Price and Payment

9.1 The price of any Product(s) will be as quoted to you from time to time, except in cases of obvious error.
9.2 These prices are quoted inclusive of packaging, loading, unloading and carriage but exclusive of VAT, delivery and insurance, the costs of which will be added to the total amount due.
9.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.
9.4 An invoice shall be sent to you on the date of dispatch of the Product(s) or at any time following the Order Confirmation where advance payment is required.
9.5 Subject to condition 9.2, payment of the price for the Product(s) is due in the currency specified on the invoice that we send you and is to be made strictly within the term specified on the invoice.
9.6 Time for payment shall be of the essence.
9.7 No payment shall be deemed to have been received until we have received cleared funds.
9.8 All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
9.9 Our website and price lists contain a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our website or price lists may be incorrectly priced. Where we become aware of this we reserve the right to cancel any order should agreement on a corrected price not be reached.
9.10 We are under no obligation to provide the Product to you at an incorrect lower price even after we have sent you an Order Confirmation.
9.11 Payment for Products may be made by bank transfer, credit or debit card. If you elect to pay by credit or debit card we reserve the right to charge your account with a reasonable processing charge for each transaction. Any payment from you to us is in respect of a business-to-business (B2B) transaction and any limits or restrictions on credit or debit card surcharges which apply to consumers or individuals shall not apply. You may avoid any surcharges by paying by bank transfer.
9.12 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counter claim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
9.13 We reserve the right to take any of the following courses of action if you fail to pay us any sum due pursuant to the Contract: (a) to charge you a one-off administration fee of £25.00 or the equivalent in the currency of the Order; and (b) to charge you any costs relating to debt collection charges incurred by us because of your late payment; and (c) to claim interest from you on such sums from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis until payment is made, whether before or after any judgment; and (d) to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

10 Quality

10.1 Where we are not the manufacturer of the Product(s), we shall endeavour to transfer to you the benefit of any warranty or guarantee given to us.
10.2 We warrant that (subject to the other provisions of these Conditions) upon delivery and for a period of one hundred and eighty (180) days from the date of delivery, the Product(s) shall be of the satisfactory quality expected of promotional items.
10.3 We shall not be liable for a breach of the warranty in condition 10.2 unless:(a) you give written notice of the defect to us, within 7 days of the time when you discover or ought to have discovered the defect; and (b) we are given a reasonable opportunity after receiving the notice to examine such Product(s) and you (if asked to do so by us) return such Product(s) to our place of business at your cost for the examination to take place there.
10.4 We shall not be liable for a breach of the warranty in condition 10.2 if: (a) you make any further use of such Product(s) after giving such notice; or (b) the defect arises because you fail to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product(s) or (if there are none) good trade practice; or (c) you alter or repair such Product(s) without our written consent.
10.5 Subject to condition 10.3 and condition 10.4, if any of the Product(s) do not conform with the warranty in condition 10.2 we shall at our option repair or replace such Product(s) (or the defective part) or refund the price of such Product(s) at the pro rata Contract rate.
10.6 Where we elect to replace defective Product(s) we reserve the right to supply the replacement Product(s) without the original customisation features.
10.7 If we comply with condition 10.5 we shall have no further or consequential liability for a breach of the warranty in condition 10.2 in respect of such Product(s) and any Product(s) replaced shall belong to us.

11 Our Liability

11.1 Subject to the other provisions of these Terms we shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Product(s) (even if caused by our negligence), nor shall any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.
11.2 We shall not be liable for any direct, indirect, consequential or other loss, injury or adverse effect caused through use of the Product(s) beyond that expected from normal use of promotional items.
11.3 We shall not be liable for any direct, indirect, consequential or other loss, injury or adverse effect caused to third parties that you provide the Product(s) to, such liability being your sole responsibility.
11.4 Where you have requested us to transfer your data onto a Product we shall not be liable for the content or the quality of such data or the quality or effectiveness of its transfer.
11.5 We shall not be liable for any data loss or corruption experienced when using the Product(s) and you are expected to maintain effective backup copies of all data.
11.6 We shall not be liable for any claims relating to performance (speed, useable capacity, lifecycle and similar parameters) of any Product(s) provided that at the time of dispatch the Product(s) were suitable for use as basic promotional items.
11.7 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the lesser of the purchase price of the Product(s) you purchased in your individual Order or the actual losses incurred (with evidence to be provided) and in all cases we shall not be liable for any losses which result from costs that you incurred without our written agreement.
11.8 This does not include or limit in any way our liability: (a) for death or personal injury caused by our negligence; (b) under section 2(3) of the Consumer Protection Act 1987 should a competent court determine that the Order was not a business-to-business transaction; (c) for fraud or fraudulent misrepresentation; or (d) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

12 Import Duty, Local Laws & Obligations

12.1 If you order Product(s) from our website for delivery outside the EU, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
12.2 Please also note that you must comply with all applicable laws and regulations of the country for which the Product(s) are destined. We will not be liable for any breach by you of any such laws.
12.3 Where such obligations exist you will assume the role of Producer of the Product(s) and will assume all obligations of the Producer without limitation. Where a competent court or authority asserts that we are subject to Producer obligations you will indemnify us in full against such obligations.
12.4 Where we import Product(s) in our name for delivery to you you will assume all responsibilities of the Importer as if the Product(s) had been imported in your name and will indemnify us against all associated and arising costs.

13 Written Communications

13.1 When using our website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
13.2 All notices given by you to us must be sent either via email to [email protected].
13.3 Notices will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to demonstrate, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

14 Transfer of Rights and Obligations

14.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
14.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract without notice.

15 Events Outside Our Control

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (a “Force Majeure Event”).
15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action (whether or not relating to our workforce); civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, adverse weather conditions or other natural disaster or acts of God; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; impossibility of the use of public or private telecommunications networks; and the acts, decrees, legislation, regulations or restrictions of any government.
15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

16 Waiver

16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17 Severability

17.1 If any of these Terms or any provisions of a Contract are determined by any competent court or authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. The severed term will be replaced by a lawful term modified in the minimum way possible to achieve as close to the original intention as possible.

18 Entire Agreement

18.1 These Terms and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
18.2 These Terms may not be varied or replaced by any Terms and Conditions supplied by you at any time before or after an Order is placed unless agreed in writing by a Director of our company.
18.3 In the event of any conflict between these Terms and any Terms and Conditions accepted by us according to clause 18.2 it is these Terms that will prevail regardless of any wording to the contrary in the other Terms and Conditions.

19 Our Right to Vary These Terms and Conditions

19.1 We have the right to revise and amend these Terms from time to time in order to, without limitation, reflect changes in market conditions affecting our business, changes in technology, changes in payment methods and changes in relevant laws and regulatory requirements.
19.2 You will be subject to the policies and Terms in force at the time that you order Product(s) from us, unless any change to those policies or these Terms are required to be made by law or governmental authority (in which case it will apply to orders previously placed by you as required by law), or if we notify you of the change to those policies or these Terms before we send you the Order Confirmation (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within seven (7) working days of receipt by you of the Product(s)).

20 Law and Jurisdiction

20.1 Contracts for the purchase of Product(s) through our website and with our Company will be governed by English law.
20.2 Any dispute arising from, or related to, such Contracts shall be subject to the jurisdiction of the courts of England and Wales, with the Country of Origin principle applying at all times for any dispute arising within the European Union.

 

Payment

Our payment terms are strictly 30 days from date of invoice and in the event of an order being confirmed the Client accepts these terms.

We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998. E & OE.

We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Genium reserves the right to withhold delivery and any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use our copyright material under this a Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.

All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means. This document shall be taken as an agreement between the Client and Genium under UK law.

Updated 1 August 2023