‘Omnia Creative’ is a trading style of Omnia Scotland Limited. Registered office: Drumsheugh Toll, 2 Belford Road, Edinburgh EH4 3BL .
‘The Customer’ is the person or company for whom, or on whose behalf, the work is carried out. ‘The Work’ is the work supplied or carried out by Omnia Creative pursuant to any contract made under these conditions.
All charges are subject to VAT at the current rate.
Estimates for design, artwork and printing are strictly subject to sight of final copy, transparencies, diagrams, any other content material and final instructions from the client.
Quotations are fixed for two months from the date of issue. Beyond that period we reserve the right to amend them.
Unless otherwise specified, all quotations submitted are based on reasonable time schedules. In cases where the work is requested on a ‘rush’ or ‘overtime’ basis, any additional costs incurred due to such circumstances will be reflected in our final invoice.
3. Modifications & Alterations
Modifications and alterations requiring additional work not allowed for in the original quotation may result in supplementary charges. Every effort will be made to integrate and agree these before proceeding.
A reasonable allowance for initial briefing and discussions is made in the quotation.
If extra meetings are called, then a supplementary charge may be made.
5. Administration Charges
All relevant out-of-pocket expenses will be charged extra and will be subject to a small administration charge.
All accounts should be settled within 14 days of the invoice unless otherwise agreed.
If the work extends beyond one month, interim invoices will be issued at the end of each month relating to work done in that month, or on completion of relevant phases of the project. Acceptance of our proposal agrees to any interim invoices being paid within the month they are raised.
All invoices are deemed to be accepted unless notice is received by Omnia Creative within seven days of receipt of the invoice. Should any invoices not be paid within 30 days, we reserve the right to charge interest at the maximum rate permitted by law.
If we are forced to retain solicitors to collect our invoices, such fees and court costs that may be necessary, as well as any interest rate charges incurred, will become payable.
8. Termination and Cancellation
Premature cancellation of any confirmed order by the customer will entitle us to payment for all services rendered up to and including the date of termination.
Cancelled orders will be refunded at full price less any balance due for work which has already been undertaken. Notice of cancellation of an order must be made in writing within 48 hours of the order being confirmed.
8.1 Website hosting
We purchase website hosting space in advance. The standard contract period is 12 months and we purchase and invoice on the month the 12th month the contract is due to run out. If website hosting is not to be carried forward we must be notified at least 2 months in advance of the renewal period or the invoice raised will be deemed to be payable in full.
Proofs of all work may be submitted for customers’ approval and Omnia Creative shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customers alterations and additional proofs necessitated thereby shall be charged extra. When style, type or layout is left to Omnia Creative’s judgment, changes therefrom made by the customer shall be charged extra.
10. Intellectual property rights
Omnia Creative will be the owner of all intellectual property rights concerning any original work it creates including but not limited to, designs, computer programmes, software and documentation until fully paid. Whole title and interest in any said creations will remain with Omnia Creative unless Omnia Creative agree to waive its moral rights, if any, pursuant to sections 77 to 83 inclusive of the Copyright Designs and Patents Act 1988 in favour of the customer.
11. Delivery and Payment
(a) Delivery of work shall be accepted when tendered to the customer and thereupon or, if earlier, on notification that the work has been completed, the risk therein shall pass to the customer and payment shall become due to Omnia Creative.
(b) Until such time as payment in full is made to Omnia Creative in accordance with these conditions and title of the work has passed to the customer, the customer shall hold the work as trustee, but not as the agent, for Omnia Creative and shall ensure that the work shall be stored separately from any other property of the customer or from any property belonging to a third party and held by the customer and shall be clearly identifiable as the property of Omnia Creative. At any time prior to title to the work passing from Omnia Creative in accordance with these conditions, Omnia Creative shall be entitled to demand to recover possession of the work or any of it and, for this purpose, shall be entitled to enter upon the customers premises (or any other premises where the work is stored) during normal business hours for the purpose of removing such work from such premises. These conditions constitute an authority for any third party authorised by Omnia Creative to exercise our rights hereunder.Payments from clients using credit or debit cards will be processed in the same manner as other payments in respect to any disputes or credit notes.
(c) Acceptance of purchase order from Omnia Creative to their suppliers will be bound by these terms and conditions and agree that no retention of title can be carried forward by a supplier after the goods have been delivered to the agreed delivery date whereupon title transfers exclusively to Omnia Creative.
12. Design Credits
We reserve the right to claim authorship of all designs for which we have been responsible and to reproduce any works in a reasonable way for our own marketing purposes.
13. Printed Specimens
We are entitled to receive a reasonable number of printed specimens of all designs for our files and for our own promotional purposes.
14. License agreements
(a) Each License granted under this Contract is non-transferable and non-exclusive and the Buyer has no right to grant any sub-license.
(b) Each software program and other intellectual property rights in it remains the property of Omnia Creative or its licensor and the Buyer shall acquire no rights in respect of any of the programs nor may the Buyer in any circumstances take any copies of any of the programs, unless the client has agreed to have software specific to their needs only developed on a bespoke basis and after payment in full IP would pass to the client.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Omnia Creative and the carrier within three clear days of delivery (or in the case of non-delivery, within 14 days of despatch of the goods) and any claim in respect thereof must be made in writing to Omnia Creative and the carrier within seven clear days of delivery (or in the case of non-delivery, within 21 days of despatch) all other claims must be made in writing to Omnia Creative within 14 days of delivery. Omnia Creative shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
(a) Omnia Creative shall not be liable for any loss, whether direct, indirect, consequential or otherwise, or third party claims occasioned by any failure to complete or delay in completing the contract or failure of or any delay in delivery.
(b) Where any work is defective for any reason, including negligence, Omnia Creative’s liability (if any) shall be limited to rectifying such defect.
(c) While Omnia Creative takes every reasonable care to ensure the quality of its software it is impossible to eliminate the risk that computer software may develop faults or viruses or in unforeseen circumstances perform in a manner not anticipated by the Seller of it and Omnia Creative will not be liable for any loss of business incurred through this process.
17. Materials supplied by the customer
(a) Omnia Creative may reject any paper, plates or other materials supplied or specified by the customer, which appear to Omnia Creative to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by Omnia Creative in ascertaining the suitability of the materials then that amount shall not be charged to the customer. (b) Where materials are so supplied or specified by the customer, Omnia Creative will take every care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified. (c) Quantities of materials supplied by the customer shall be adequate to cover normal spoilage.
If any monies due to Omnia Creative be overdue or if the customer should enter into a composition or other arrangement with or for the benefit of its creditors or becomes apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985 or a petition for bankruptcy order to be made against the customer is presented to a Court or, being a body corporate, a receiver is appointed over the whole or part of the customers property or undertaking or a petition is presented for the making of an administration order or winding up order in respect of the customer or the customer passes a resolution for the winding up of the customer or a proposal is made for the making of a voluntary arrangement in respect of the customer then Omnia Creative shall, without prejudice to other remedies available to Omnia Creative (i) have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to Omnia Creative, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in Omnia Creative’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property in such manner and at such price as Omnia Creative thinks fit and apply the proceeds to such debts.
19. Illegal Matter
(a) Omnia Creative shall not be required to print any matter which in Omnia Creative’s opinion is or may be of an illegal, defamatory or libellous nature or an infringement of the proprietary or any rights of any third party. (b) Omnia Creative shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, and design or of any other proprietary or personal rights contained in any materials printed for the customer. The indemnity shall extend to any amounts paid on legal advice in settlement of any claim.
20. Periodical Publications
A contract for the printing of a periodical publication may not be terminated by either party unless 13 weeks notice is given in the case of periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may be given at any time but wherever possible should be given after completion of work on any one issue. Nevertheless, Omnia Creative may terminate any such contract forthwith should any sum due thereunder remain unpaid.
This contract shall be construed according to, and governed by Scottish Law; the parties moreover agree to submit to the exclusive jurisdiction of the Scottish Courts in any dispute or difference of any kind that may arise concerning the contract.
22. Force Majeure
Omnia Creative shall have the right to cancel or delay deliveries or to reduce the quantity of goods delivered and shall under no circumstances be responsible for failure or delay in performing or fulfilling any contract or otherwise failing to implement its obligations to the customer if such failure or any delay shall be due to any cause of circumstance beyond the control of Omnia Creative. Subject to the foregoing the occurrence of such circumstances or events will not operate so as to effect or suspend any other rights or obligations of either party hereunder.