1. Definitions
1.1. “Company” means Aura Creative Ltd. (registered in England and Wales under Number 06821652), employees and agents.
1.2. “The Client” means any person or persons who requests the Company, either verbally or in writing, to provide services.
1.3. “Services means the services or goods set out in the Quotation/Order Confirmation or Contract or those which have been agreed and accepted between the Company and the Client.
1.4. “Goods” means any goods, materials or products provided by the Company to a Client pursuant to a Contract.
1.5. “Contract” means the contract between the Company and the Client to provide the Goods and Services to which these terms and conditions apply.
1.6. “Charges” means any Charges, fees or other remuneration (excluding Value Added Tax) payable by the Client for Services and/or Goods specified in the Contract.
1.7. “Writing” includes telex, cable, facsimile transmission, e-mail and comparable means of communication.

2. Quotations, Creation of, and Terms of Contract
2.1. These terms are deemed accepted by the Client by virtue of their inclusion in any document and automatically take effect from the presentation of any Service (including speculative concepts) or goods. If they are, therefore, not acceptable to the Client in full, the Client must raise any objection before any cost or proposal is submitted.
2.2. All orders are subject to the terms and conditions current at time of order, and they shall govern all offers, estimates, quotations, acceptances, contracts and other transactions between Company and the Client, overriding any conflicting or supplementary conditions of the Client which shall have no effect.
2.3. No estimate or other proposal (in whatever form) given by the Company or by any of its duly appointed agents constitutes an order. A binding Contract shall only be concluded by the Companyís acceptance of an order placed by the Client. All orders are accepted subject to these terms and conditions.
2.4. A Contract on these terms shall be created between the Company and the Client upon receipt of the confirmation of the quotation/order by the Company from the Client by a means acceptable to the Company or a request from the Client to the Company, by any acceptable means, to begin processing.

3. Payment
3.1. The Company shall provide the Services and Goods in accordance with the Contract and the Client shall pay the Charges specified therein.
3.2. In addition to the Charges the Client shall pay for any additional expenses not provided for in the Contract and incurred by the Company as a result of variations or alternations to the Services and/or Goods (or their cancellation) requested by the Client and to which the Company agrees.
3.3. Should expedited delivery or performance be agreed and necessitate overtime or other additional cost, an additional charge may be made by the Company.
3.4. All Charges and any additional costs payable by the Client are exclusive of Value Added Tax, and any other tax or duty which may be charged thereon from time to time and shall be paid by the Client.
3.5. Settlement shall be due within thirty days of the date of the invoice unless agreed by the Company in Writing.
3.6. The Company shall have the right to invoice the Client in advance or from time to time for any Services and/or goods to be provided by the Company. If a supplier of goods or services to the Company requires payment in advance or at various stages of production the Client shall pay interim invoices in respect of such goods or services immediately on presentation. The Company is entitled to retain all commissions received by it in the purchase of goods and services made on behalf of the Client.
3.7. If any sum owing to the Company by the Client on any account whatsoever is not paid on its due date or if the Company otherwise becomes reasonably dissatisfied with the Clientís credit standing, the Company may (without prejudice to any other rights of remedies it may have) withhold delivery of the Goods or performance of the Services until such time as arrangements are made which are satisfactory to the Company.
3.8. Late payment will be subject to the penalties and interest as laid down in the ‘Late payment of Commercial Debts Regulations 2002í.
3.9. Any and all payments made to the company are made for work delivered or work to be delivered. Any balances on payments will be removed by the company 24 months after the payment has been received.

4. The Company’s Obligations
4.1. The Company will carry out the Services specified in the Contract on the input provided with reasonable skill and care.
4.2. In consideration of the Client paying sums due to the Company under the contract, the Company will:
4.2.1. Send the output and carry out the Clientís instructions regarding input received in Writing.
4.2.2. Archive the output for a period of 365 days, commencing from the date of dispatch of the output to the Client, or any other period which has been agreed in writing between the parties.
4.2.3. Back up Client data during normal backup procedures.
4.2.4. Keep in its care all materials entrusted to it by the Client and forthwith upon completion of the provision of the Services the Company and shall be entitled to destroy or otherwise dispose of all such material left in its custody.
4.3. If the Contract between the Company and the Client specifies a time for the performance of the Company’s obligations thereunder such time is given by the Company in good faith but shall be treated as an estimate only and shall not be essence of the Contract.

5. The Client’s Obligations
5.1. The Client shall treat in complete confidence any conceptual work provided by the Company unless a Contract has been agreed between the Client and the Company.
5.1.1. Any implementation of a concept or any part of a concept presented by the Company in confidence within a 3 year period of the presentation of concepts, without a Contract being agreed, shall incur a fee of at least 15% of the total expenditure of the concept implementation and any linked activity.
5.2. In order to satisfy the requirements of the Advertising Standards Authority, the British Code of Advertising Practice, the British Code of Sales Promotion Practice, the code of the British Direct Marketing Association and other codes of advertising standards laid down voluntarily within the advertising and marketing industry to ensure that all advertising placed by the Company is legal, decent, honest and truthful and in order to satisfy any statutory requirements and in the interests of the Client, the Company and the public the Client agrees to supply the Company immediately with objective factual evidence, if so required, in support of any product claims the Client wishes the Company to make.
5.2.1. Whereas the Company will use its reasonable endeavours to comply with the aforesaid codes and any other relevant codes, rules or statutes, it shall be the Clientís ultimate responsibility to ensure compliance therewith.
5.3. The Client shall inform the Company forthwith:
5.3.1. If any claim, statement or representation in any work to be carried out is, will be or is likely to be deemed defamatory, in breach of copyright or otherwise constitutes a violation or infringement of the rights of any person, firm or company or in breach of the terms of any Act or provision of the law of in any other way unlawful; or
5.3.2. If it considers that any claim or trade description in any work comprised in the Services and/or the Goods and submitted by the Company to the Client for approval is false or misleading.
5.4. The Client shall ensure that all information concerning the Clientís products required by statute or otherwise to be displayed is so displayed in accordance with those provisions, and shall be responsible for ensuring the legality of all materials prepared on behalf of the Client.
5.5. The Client shall be responsible for the selection or approval of Goods to be used in any activity and shall ensure that all such Goods are entirely suitable for that type of activity. The Company shall not be liable for any loss incurred by the Client as a result of any use made of the Goods for any purpose other than one for which the Goods are designed.
5.6. The Client shall provide the Company with input data in a format and by a means acceptable to the Company. If the Client fails to do this the company may, at its own discretion, correct the data at its own expense or (subject to prior notification to the Client) at the Client’s expense.
5.7. Where the Company recommends a supplier (whether a printer, handling house, hauler, warehouse keeper or otherwise) in connection with the provision of the Services and/or Goods under the Contract the Client shall satisfy itself as to the suitability of such supplier and the Company shall not be liable to the Client for any costs or losses incurred by the Client, which result from a failure by where this failure has been caused by the actions or defaults of an approved third party.
5.8. Any terms In relation to deliveries of the Goods made direct to the Client, or itís nominee, advice of damage, delay or partial loss of goods in transit or non-delivery of Goods not complying with the description ordered under the Contract must be given in writing to the Company and to the printer or the carrier (as the case may be) with 7 clear days of the delivery (or in the case of non-delivery within 7 clear days of delivery (or in the case of non-delivery within 7 days of the date delivery was due) and any claim in respect thereof must be made in writing to a director of the Company or the printer or the carrier (as the case may be) within 14 clear days of delivery (or in the case of non-delivery within 14 days of the date delivery was due). The Client shall not be entitled to reject a delivery of Goods by reason only of any shortfall in or excess numbers of items delivered. All other claims must be made in writing to the Company with 10 days of delivery. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been compiled with.
5.9. The Client shall not transfer or assign either in whole or in part its right or obligations under the Contract without the prior written consent of the Company.

6. Copyright
6.1. The copyright and property in all artwork, copy, storyboards, animation and all other works created and supplied by the Company to the Client for the purposes of any Contract shall remain with the Company unless a Director of the Company gives express agreement to the contrary in writing provided always that where the copyright or property aforesaid is vested in a third party such copyright or property shall remain with that third party.
6.2. In particular, the Company will retain the copyright in any material or Service contained in any presentation made in competition with any other person in the event of the Companyís presentation being unsuccessful.
6.3. On the termination or non-commencement of a Contract, copyright in, and physical ownership of any unused or unpublished plans and ideas prepared by the Company shall remain vested in the Company and shall not thereafter be used by the Client, regardless of whether or not the physical embodiment of any creative work is in the possession of the Company, whether in the form of copy, artwork, plates, films or otherwise, and the Client shall make those available for collection by the Company.
6.4. The Client must gain agreement from a Director of the Company in Writing if they intend to use the Goods or Services†in any other way other than the intended use.
6.5. The Company has the right to refuse usage of any Goods or Services provided until full payment is received and can request and action closure, download and recall of any used Goods or Services.
6.5.1. Until such time as the Client has paid all sums due to the Company in respect of the Goods, all right and title and property in the Goods shall remain in the Company and the Client will hold the Goods as the Companyís bailee and fiduciary agent.
6.6. The Client shall return to the Company all samples not paid for in full within two months of delivery.
6.7. The Company takes no responsibility for unlicensed images or other design assets provided by the Client for use in provision of the Goods and Services. The Company only uses images purchased and licensed from stock libraries. All other usage rights are the responsibility of the Client, and the Client pays all fines and costs associated with unlicensed images used.
6.8. The Client may not use illustration or other design materials as saleable items in their own right.
6.9. The Company retains the right of usage for Goods or Services for self-promotional purposes only.

7. Confidentiality and Data Protection
7.1. In the course of conducting business the Company will only use the Client contact details for communications related to provision of the Goods or Services.
7.2. The Company will not pass on to any third party any of the details of its Clients.
7.3. If any Client wishes to have their data held by the Company deleted they should request this by email to belong@aura-creative.co.uk.
7.4. The Company shall treat in complete confidence all the marketing and sales information and statistics and data supplied to the Client and (save with prior consent of the Client) shall not (whether before or after termination of the Contract) disclose any confidential information supplied to it by or on behalf of the Client in connection with any Contract for Services and/or Goods for which payment in full has been received by the Company.
7.5. Notwithstanding the provisions of sub-clause above the Client acknowledges the right of the Company to use as it thinks fit such general marketing or advertising intelligence in the field relating to and obtained as a result of the supply of the Services as is generally available to the public.
7.6. The use of data supplied by the Company and its suppliers are subject to various restrictions, including but not restricted to:
7.6.1. The Client must not use the data for any unlawful purpose or any purpose likely to bring the Company or its suppliers into disrepute.
7.6.2. The Client agrees to abide by the Telephone Preference Service scheme which enables businesses to comply with the Data Protection (direct marketing) Telecommunications regulation or any such regulations which may replace them.
7.6.3. Storage of the data by the Client must comply with the Data Protection Act.

8. Liability
8.1. The Company’s liability to the Client for any breach of Contract, negligence, misrepresentation or otherwise shall be limited to the price payable by the Client under the Contract. In no circumstances shall the Company be responsible for any consequential loss, however incurred, including without limitation loss of profit, business or anticipated saving.
8.2. For any changes, agreed by the Client, outside of the signed specification, the Company reserves the right to change any agreed schedules and charges agreed under the Contract.
8.3. The Company shall take all reasonable steps to ensure that the Goods and Services supplied will be of an appropriate standard bearing in mind any and all disclaimers, descriptions and qualifications relating to those Goods and Services which are made known by the Company.
8.4. Any claim by the Client based on any defect in the quality of the Goods or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Client does not notify the Company accordingly, the Client shall not be entitled to reject the Services and the Company shall have no liability for any defect or failure, and the Client shall be bound to pay the price as if the Services had been delivered in accordance with the Contract.
8.5. Whilst every effort is made to ensure the accuracy of data, the company cannot, in any circumstances, accept liability for any loss, inconvenience or damage (including loss of profits) occasioned by any error in data, including such errors caused where Client’s data is found to contain foreign addresses which have not been clearly marked.
8.5.1. Where there are any inaccuracies, omissions, errors or defects arising from data, equipment or software supplied by a third party (e.g., Royal Mail NCOA or USS or PAF, MortaScreen, Read GAS or Bereavement Register etc), under no circumstances shall the liability of the Company exceed the actual price of the Goods.
8.6. In the event of any breach by the Company of its obligations concerning the quality of the Goods and Services:
8.6.1. The Company shall not be liable in respect of such breach unless the Client notifies the Company of the defect as soon as reasonably possible and in any event not less than the period specified in these terms (immediately confirming in Writing any oral notification) and (where possible) retains an example of the defective work for inspection by and (if required) return to the Company. The Client is obliged to inspect all work supplied.
8.6.2. If there is a reason to believe that the defect is a result of damage in the course of delivery by a carrier engaged by the Company the condition as to notification required hereby shall also require equivalent notice to the carrier; and ii) the Company shall only be liable for loss directly incurred by the Client by reason of such breach and not any indirect or consequential loss or damage or liability of the Client whether to third parties or otherwise or any other economic loss (including loss of profit) caused by such breach.
8.6.3. If notwithstanding the provisions of this clause 8, the Company is liable in contract, tort or otherwise for breaches of its duties to the Client arising by reason of or in connection with the Contract its liability shall be limited to the Charges less the total amount which is recovered (or capable of recovery) by the Client from any third party in respect of such neglect or default.
8.7. Nothing in the Contract shall exclude or restrict the Companyís liability for death or personal injury caused by the negligence of the Company. The Company shall not be liable for any physical damage done to other property of the Client or third parties or any loss or damage resulting therefrom.
8.8. If due to war, strikes, industrial action short of a strike, walkouts, accidents, fire, blockade, import or export embargo, natural catastrophes or other cause over which the Company has no control (ìthe Force Majeure eventsî) the Company is unable to or is delayed in providing the Services and/or Goods or in observing some or any of the provisions of the Contract:
8.8.1. The Company may at its sole discretion either terminate the Contract forthwith or forthwith suspend the provision of the Services or Goods until further notice on notifying the Client to that effect in writing;
8.8.2. The Client shall not be entitled to cancel the order or the Contract (or the remainder thereof) or to refuse or delay the performance of any of its obligations; and
8.8.3. The Company shall be under no liability for loss, damage, expense or otherwise as a result of cessation or interference with the performance of the Services or provision of the Goods caused by the Force Majeure events.
8.8.4. The provisions of this section shall continue to apply notwithstanding the termination or expiry of the Contract.
8.9. In the event of any delay by the Company in performing its obligations under the Contract, the Company shall not be liable for any (indirect or consequential) loss or damage suffered by the Client, or the increased costs of any promotion and the Client shall not be entitled to reject the Contract or any part thereto in the event of any delay.
8.10. The Company shall not be liable for any loss or damage incurred by the Client, or the increased costs of any Services which result from any circumstances which are the Clientís responsibility under Contract or which arise from any omission or error in any copy or other material which has been approved by the Client, or which otherwise arise in the absence of negligence on the part of the Company, and the Client shall not be entitled to reject the Contract or any part thereto. In any event, the liability of the Company for omissions or other errors in relation to the Goods and Services shall be limited to the total amount of the fees (payable) by the Client in respect of that promotion, less the total amount which is recovered (or capable of recovery) by the Client from any third party in respect of that loss or damage.
8.11. The Client shall indemnify the Company against all and any liabilities, claims, damages or losses resulting from civil claims or proceedings brought against the Company based upon or arising out of any sales promotion material or other work carried out for the Client by the Company and whether as a result of breach of the foregoing provisions or otherwise.
8.12. Save as herein provided or warranted all conditions, whether implied by statute or otherwise are excluded from the Contract, provided that nothing shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a Client dealing as consumer.
8.13. All other conditions and warranties, express or implied by common law, statue or otherwise are hereby expressly excluded and the Company shall have no liability for any loss of whatsoever description suffered by the Client by reason of any breach or alleged breach of any Contract by the Company, or by reason of its negligence (or that of its subcontractors).

9. Carriage, Delivery and Insurance
9.1. Goods shall be at the risk of the Company from the time at which they leave the Companyís premises until delivery to the Clientís premises, or other premises nominated by the Client and the Client shall be responsible for insuring the Goods from that time.
9.2. The Client is responsible for the delivery of the input to, and for the collection of the output from, the Company’s premises.
9.3. Transport arranged by the Company on the Client’s behalf should be at the Client’s risk. Proof of sending does not constitute proof of receipt.
9.4. In the absence of a written agreement to the contrary, any delivery date quoted is an estimate only. Without prejudice to these terms and conditions of trading, the Company will accept no liability for failing to meet delivery dates quoted, where the input has not been delivered to the Company in sufficient time or does not conform to the requirements of the Contract or if the Company is prevented from processing the input by circumstances beyond its reasonable control including but not restricted to, restrictions on the supply of energy, national emergencies, strikes, lockouts, trade disputes, fires, machinery or equipment breakdowns or staff shortages.
9.5. Unless otherwise agreed, while in the possession of the Company, all input and output materials shall be deemed to be held at the Client’s own risk. The Client should arrange insurance cover accordingly.

10. General Contract Terms and Termination
10.1. The Client shall only be entitled to cancel or terminate the Contract with the prior written consent of a Director of the Company.
10.2. The Company reserves the right to refuse any order or Contract without prior notice.
10.3. Terms and conditions imposed by third parties upon the Company shall form part of this Contract.
10.4. In the event of any breach of the terms of this Contract by either party which, if a breach is capable of rectification, is not rectified for a period of 30 days after written notification, then the injured party may (without prejudice to any other remedy or right of action it may have) forthwith terminate the Contract by written notice to the guilty party.
10.5. Notwithstanding anything to the contrary express or implied elsewhere in the Contract the Company (without prejudice to its other rights) may at its sole discretion either terminate the Contract forthwith or forthwith suspend the provision of the Services and/or Goods until further notice on notifying the Client to that effect in Writing in the event that one or more of the following acts occurs namely:
10.5.1. A liquidator, (other than for the purpose of amalgamation or reconstruction) trustee in bankruptcy, administrator, receiver, administrative receiver or receiver and manager is appointed in respect of the whole or any part of the assets and/or undertaking of the Client or the Client enters into any arrangement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law; or
10.5.2. The Client fails to make any payment due to the Company under the Contract punctually by the due date or is otherwise in substantial breach of any of any of the terms of the contract.
10.6. No variation to these terms and conditions shall be binding unless agreed in Writing and signed by the authorised representatives of the Client and the Company.
10.7. Any Service provided by the company to the Client in excess of that specified in the quotation shall be subject to an additional charge and will be performed as soon as reasonably practical.
10.8. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
10.9. Any dispute arising under or in connection with these conditions, or the sale of the Services, shall be referred to arbitration by a single arbitrator appointed by agreement.
10.10. All aspects of this contract shall be governed by English law.

End.