Mercia - Printed Service Specification

Mercia - Printed Service Specification

When you agree to purchase Printed services from the Company, your Agreement will be subject to these Printed Service Specifications below (“Printed Service Specification”) and the Company General Terms and Conditions, together “the Agreement.

Definitions:

The definitions and rules of interpretation in this Services Specification shall be as set out in the General Terms and Conditions, unless otherwise stated below:

1.1 "Change Order" shall mean a document setting out the proposed changes and the effect that those changes will have on:

  1. the printed services;
  2. the costs;
  3. the timetable for the Printed Services; and
  4. any of the other terms of the relevant Printed Services Quotation.

1.2 "Client Materials" shall mean all documents, information, items and materials in any form, whether owned by the Client or a third party, which are provided by the Client to the Company in connection with the Printed Services; and

1.3 "Deliverables" means the deliverables as set out in the Order;

1.4 "Printed Services" shall include but not be limited to the Budget Summary and Tax Card products.

1.5 "Printed Services Quotation" means a detailed plan, describing the services to be provided by the Company, the timetable for their performance and the related matters listed in the Printed Services Quotation which must be agreed by both Parties.

2. SCOPE OF THESE PRINTING SERVICE SPECIFICATIONS

2.1 This Agreement will apply whereby the Client has purchased Printed Services in accordance with the Agreement.

2.2 Each Printed Services Quotation shall constitute an Order for the purposes of this Agreement.

2.3 Each Printed Services Quotation shall be part of this Agreement and shall not form a separate contract to it.

3. CLIENT WARRANTIES

3.1 The Client shall:

3.1.1 co-operate with the Company in all matters relating to the Printed Services;

3.1.2 appoint a manager in respect of the Printed Services to be performed under each Printed Services Quotation. That person shall have authority to contractually bind the Client on all matters relating to the relevant Printed Services (including by signing Change Orders);

3.2 provide in a timely manner, to the Company, all documents, information, items and Client Materials in any form (whether owned by the Client or a third party) required under a Printed Services Quotation or otherwise reasonably required by the Company in connection with the Printed Services and ensure that they are accurate and complete;

3.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Company to provide the Printed Services, including in relation to the use of all Client Materials; and

3.4 comply with any additional responsibilities of the Client as set out in the relevant Printed Services Quotation.

3.5 If the Company performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Company shall be permitted an extension of time to perform its obligations equal to the delay caused by the Client.

4. CHANGE ORDERS

4.1 Either Party may propose changes to the scope or execution of the Printed Services, but no proposed changes shall come into effect until a relevantChange Orderhas been signed by both Parties.

4.2 If the Company wishes to make a change to the Printed Services, it shall provide a draft Change Order to the Client.

4.3 If the Client wishes to make a change to the Printed Services:

4.3.1 it shall notify the Company and provide as much detail as the Company reasonably requires of the proposed changes, including the timing of the proposed change; and

4.3.1 the Company shall, as soon as reasonably practicable after receiving the information at clause 4.3.1, provide a draft Change Order to the Client.

4.4 Where the Parties:

4.4.1 agree to a Change Order, such Change Order shall amend the relevant Printed Services Quotation; or

4.4.2 are unable to agree a Change Order,

either Party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 13 of the General Terms and Conditions.

5. INTELLECTUAL PROPERTY

5.1 In relation to any Deliverables the Company grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Term of this Agreement to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Printed Services and the Deliverables.

5.2 In relation to the Client Materials the Client grants to the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Printed Services to the Client.

5.3 the Client shall have no claim under the indemnity at clause 7 of the General Terms and Conditions to the extent any infringement of any third-party intellectual property rights arise from:

5.3.1 the use of Client Materials in the development of, or the inclusion of the Client Materials in, the Printed Services or any Deliverable;

5.3.2 any modification of the Printed Services or any Deliverable, other than by or on behalf of the Company; and

5.3.3 compliance with the Client’s specifications or instructions.