Terms and Conditions
TERMS & CONDITIONS
1 Greenland Studio (Michael Greenland T/A Greenland Studio) whose registered office is at
Unit 32, Dinan Way Trading Estate, Exmouth, Devon, EX8 4RS (‘Greenland Studio); and
2 Buyer whose [registered office or principal place of business] is at (‘the Buyer’)
NOW IT IS AGREED as follows:
1 Definitions
In these terms, unless the context otherwise requires, the following definitions will apply:
1.1 ‘Media’ means the carrier media specified in the Specification on which the Artwork or
Software is recorded or printed and delivered to the Buyer.
1.2 ‘Quotation’ means the quotation provided by Greenland Studio to the Buyer.
1.3 ‘Software means the computer program(s) in object code form only as described briefly in
the Specification including any copies but excluding source code material and all
preparatory design material.
1.4 ‘Artwork’ means the digital file containing the creative print origination information required
for printing.
1.5 ‘Specification’ means the specification setting out the facilities and functions of the
Software agreed between the parties.
1.6 ‘Use the Software’ means to load the Software into and store, run and display the Software
on the Equipment in accordance with these terms.
2. Grant of licence
Subject to these terms, Greenland Studio grants to the Buyer a non-exclusive and nontransferable
licence (‘the Licence’) to use the Licensed Materials in the United Kingdom.
3 Delivery and installation
3.1 Greenland Studio will deliver one copy of the Artwork or Software on the Media to the
Buyer.
3.2 The Buyer is responsible for ensuring that all equipment is installed and fully operational
prior to the due date for delivery of the Artwork or Software.
3.3 The Buyer is responsible for print production of Artwork (unless specified otherwise) or the
installation of the Artwork or Software on its equipment in accordance with the print
specification or installation guide issued by Greenland Studio.
3.4 Greenland Studio will use its reasonable endeavours to achieve delivery or installation by
any specified or requested date but each such date is to be treated as an estimate only
and time shall not be of the essence. Where payment of any part of the fee or any charges
is to be made before delivery or installation of the Artwork or Software, Greenland Studio
may withhold delivery or installation until such payments have been received.
3.5 Risk in the Media will pass to the Buyer on delivery to the Buyer.
4 Permitted use
4.1 The Buyer may use the Artwork or Software only on equipment at any location specified in
the Quotation. The use of the Artwork or Software on different equipment or at a different
location requires the prior written consent of Greenland Studio.
4.2 The Buyer is permitted to observe, study or test the functioning of the Artwork or Software
in order to determine the ideas and principles that underlie any element of the Artwork or
Software while using the Artwork or Software in accordance with these terms.
4.3 The Buyer shall not translate or adapt the Licensed Materials for any purpose nor arrange
or create derivative works based on the Artwork or Software without Greenland Studio’s
express written consent in each case.
4.4 The Buyer shall not transfer or distribute (whether by licence, loan rental, sale or otherwise)
all or any part of the Licensed Materials to any other person.
4.5 The Buyer shall not make for any purpose, including (without limitation) for error correction,
any alterations, modifications, additions or enhancements to the Artwork or Software nor
permit the whole or any part of the Artwork or Software to be combined with or become
incorporated in any other printed item or program except to the extent permitted by these
terms without Greenland Studio’s prior written consent.
5 Extent of permitted reproduction
5.1 The Buyer is permitted to make a back-up copy of the Artwork or Software in so far as the
making of that copy is necessary for the use of the Artwork or Software permitted by this
Licence. Such copy will be the property of Greenland Studio.
5.2 The Buyer shall effect and maintain adequate security measures to safeguard the Licensed
Materials from unauthorised access use or copying.
5.3 The Buyer shall keep accurate and up to date written records of the Buyer’s use, copying
and disclosure of the Artwork or Software as Greenland Studio may from time to time
reasonably require or, in default of any specific requirement by Greenland Studio, then in
accordance with good data processing practice and shall allow Greenland Studio, on
request, to inspect and take copies of such records from time to time.
6 Decompilation
6.1 The Buyer shall not nor permit others to decompile, reverse-engineer or dis-assemble the
Artwork or Software or any part except that the Buyer may decompile the Artwork or
Software to the extent permitted by and subject to the provisions of the EC Software
Directive as enacted by the Copyright, Designs and Patents Act 1988 as amended where
this is indispensable to obtain the information necessary to achieve the interoperability of
an independently created program with the Artwork or Software or with another program
(‘the Information’) and the Information is not readily available from Greenland Studio or
elsewhere.
6.2 With respect to the Information, whether provided by Greenland Studio or obtained by
decompilation, the Buyer shall not nor permit others to:
6.2.1 use the Information for any purpose other than to achieve the inter-operability of an
independently created artwork or program with the Artwork or Software or other programs;
or
6.2.2 supply the Information to any other person except when necessary for the interoperability
of the independently created artwork or programme with the Artwork or Software or other
programs; or
6.2.3 use the Information for the development, production or marketing of a computer program
substantially similar in its expression to the Artwork or Software, or for any other copyright
infringing act; or
6.2.4 use the Information in a manner which unreasonably prejudices Greenland Studio’s
legitimate interests or conflicts with a normal exploitation of the Artwork or Software.
7 Payment terms
7.1 The Buyer will pay to Greenland Studio all fees and charges which fall due in the amounts
and at the times specified in the Quotation or otherwise invoiced by Greenland Studio from
time to time. Where applicable, VAT and any other taxes duties or levies will be paid
additionally by the Buyer at the then prevailing rate.
7.2 All sums due under these terms will be paid by the Buyer within 7 days of the date of
receipt of invoice or on the due date for payment specified in the Quotation, if earlier.
7.3 If any sum payable to Greenland Studio is in arrears for more than 30 days after the due
date, Greenland Studio reserves the right, without prejudice to any other right or remedy, to
charge interest on such overdue sum on a day to day basis from the original due date until
paid in full at a rate of 3%above Lloyds TSB plc base lending rate in force from time to
time.
8 Proprietary rights
8.1 The Buyer will not acquire any title, copyright or other proprietary rights in the Licensed
Materials or any copies of them.
8.2 The Buyer agrees not to remove, suppress or modify in any way any proprietary marking,
including any trade mark or copyright notice, on or in the Artwork or Software or which are
visible during its operation or which is on the Media. The Buyer shall incorporate such
proprietary markings in any back-up copies.
8.3 The Buyer shall notify Greenland Studio immediately if the Buyer becomes aware of any
unauthorised access to, use or copying of any part of the Licensed Materials by any
person.
9 Defects warranty
9.1 Greenland Studio does not warrant that the operation of the Artwork or Software will be
uninterrupted or error free or that in the case of a web site or software, the Buyer’s web
pages will be secure against hackers or other infiltration
9.2 Greenland Studio’s obligations and the Buyer’s exclusive remedy is limited to a refund of
the fee paid if in Greenland Studio’s reasonable opinion it is unable to rectify such nonconformance.
9.3 The Buyer acknowledges that it is the Buyer’s responsibility to ensure that the facilities and
functions of the Licensed Materials meet the Buyer’s requirements.
9.4 Greenland Studio will not be liable for any failure of the Artwork or Software to provide any
facility or function not described in the Specification or for any failure of the Artwork or
Software attributable to any modification (whether by alteration, deletion, addition or
otherwise) to the Artwork or Software by either the Buyer in default of its obligations under
these terms or by the persons other than Greenland Studio or combination of the Artwork
or Software with other Artwork or Software or equipment without Greenland Studio’s
express prior written consent.
9.6 If a problem is found upon investigation not to be Greenland Studio’s responsibility,
Greenland Studio may charge the Buyer immediately for all reasonable costs and
expenses incurred by Greenland Studio in the course of or in consequence of such
investigation.
10 Limitation of liability
10.1 The Buyer acknowledges that Greenland Studio’s obligations and liabilities in respect of the
Licensed Materials are exhaustively defined in these terms. The Buyer agrees that the
express obligations and warranties made by Greenland Studio in these terms are in lieu of
and to the exclusion of any other warranty, condition, term, undertaking or representation
of any kind, express or implied, statutory or otherwise relating to anything supplied or
services provided under or in connection with these terms including (without limitation) as
to the condition, quality, performance, merchantability or fitness for purpose of the
Licensed Materials or any part of them.
10.2 The Buyer is responsible for the consequences of any use of the Licensed Materials.
Greenland Studio will not be liable for any indirect or consequential loss, damage, cost or
expense of any kind whatever and however caused, whether arising under contract, tort
(including negligence) or otherwise, including (without limitation) loss of production, loss of
or corruption to data, loss of profits or of contracts, loss of operation time and loss of
goodwill or anticipated saving, even if Greenland Studio has been advised of their
possibility.
10.3 The Buyer agrees that except as expressly provided in these terms Greenland Studio will
not be under any liability of any kind whatever and however caused arising directly or
indirectly. The Buyer will indemnify Greenland Studio in respect of any third party claim for
any injury, loss, damage or expense occasioned by or arising directly or indirectly from the
Buyer’s possession, operation or use of the Licensed Materials except and in so far as
Greenland Studio is liable as expressly provided in these terms.
10.4 The Buyer acknowledges and agrees that the allocation of risk contained in these terms is
reflected in the fee and is also a recognition of the fact that the Artwork or Software cannot
be tested in every possible combination and it is not within Greenland Studio’s control how
and for what purpose the Licensed Materials are used by the Buyer.
11 Buyer’s information
11.1 The Buyer warrants that the name, address and payment information it has provided to
Greenland Studio is correct and it agrees to notify Greenland Studio of any changes in
such details. The Buyer agrees that Greenland Studio may disclose the Buyer’s name and
address where there is any complaint about the content of its pages or in relation to goods
or services advertised there. The Buyer warrants that has the legal right and ability to enter
into these terms and that it will use Greenland Studio’s services in accordance with these
terms.
11.2 The Buyer warrants the accuracy truthfulness and reliability of the information (including
statements of opinion or advice) which it places within its printed items or on its web pages.
The Buyer is solely responsible for the accuracy of files provided to the Buyer by
Greenland Studio. Greenland Studio takes all reasonable steps to ensure the Buyer has an
opportunity to make changes prior to the final print or webpages.
11.4 The Buyer will indemnify Greenland Studio for its reasonable costs and all damages
awarded under any final judgment by a court of competent jurisdiction or agreed by
Greenland Studio in final settlement to the extent any material provided by the Buyer and
used by Greenland Studio in accordance with these terms infringes the copyright trade
marks or trade secrets of any third party or and the intellectual property rights of any third
party.
12 Use of web pages (Hosted on the Greenland Studio Web Server)
12.1 Greenland Studio will not monitor the contents of the Buyer’s pages. The Buyer is solely
responsible for the contents of its web pages.
12.2 The Buyer’s web pages are subject to withdrawal without notice by Greenland Studio upon
complaint about their content where Greenland Studio at its sole discretion deems this
necessary or to comply with legislation or regulation or otherwise in order to prevent
damage (or the likelihood or threat thereof) to Greenland Studio’s system or reputation or
otherwise for security, safety or continued operation.
12.3 Greenland Studio may make any disclosures to the relevant authorities or other bodies that
it reasonably considers necessary or appropriate concerning the Buyer’s web pages.
12.4 The Buyer warrants that it is authorised to promote any information which it does so on its
web pages.
12.5 The Buyer agrees to keep secure its Greenland Studio identification, password and other
confidential information relating to its account and is responsible for their use. Access using
the Buyer’s account ID and password will be deemed to be the Buyer’s use. The Buyer
must advise Greenland Studio immediately if its password is stolen or if an unauthorised
third party uses its ID and
co-operate with Greenland Studio, its agents and sub-contractors and the police
concerning any legal action arising from the misuse of the Buyer’s account.
12.6 The Buyer shall notify Greenland Studio if it finds evidence of infiltration and co-operate
with Greenland Studio in taking steps to try to prevent it and to notify the proper authorities.
12.7 The Buyer may not, under any circumstances, use its web pages to do any of the
following:-
12.7.1 Publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other
unlawful material or information;
12.7.2 Threaten, harass, stalk, abuse, disrupt or otherwise violate the legal rights (including rights
of privacy and publicity) of others;
12.7.3 Engage in illegal or unlawful activities;
12.7.4 Make available/upload files that contain Software or other material protected by
intellectual property laws (or by rights of privacy or publicity) unless the Buyer own or
control the rights thereto or have received all necessary consents;
12.7.5 Make available/upload files that contain a virus or corrupted data;
12.7.6 Falsify the source or origin of Software or other material contained in a file that the Buyer
makes available on the Buyer’s web pages;
12.7.7 Act, or fail to act, in the use of its web pages, in a manner that is contrary to applicable law
or regulation;
12.7.8 Publish, post, distribute or disseminate adult material – includes all pornography, erotic
images, or otherwise lewd or obscene content. The designation of “adult material” is left
entirely to the discretion of Greenland Studio.
The Buyer will be liable for and by its use of the system the Buyer agree to indemnify
Greenland Studio for its reasonable legal costs incurred in defending any other criminal or
civil action caused by the Buyer’s page content or use of the system and the Buyer agree
to indemnify Greenland Studio for any fines, damages or other penalties or financial
sanctions which are awarded against it or become payable by it at any time by a court of
law or which Greenland Studio pays as a result of settling such an action upon legal
advice. For the avoidance of doubt, The Buyer agree to indemnify Greenland Studio from
and against any and all liabilities, expenses (including legal fees) and damages arising out
of claims based upon or relating to the use of the Buyer’s web-pages, including any claim
of libel, defamation, violation of rights of privacy or publicity, loss of service, non-supply,
fraud, infringement of intellectual property or other rights or other claims whatsoever.
12.8 Greenland Studio reserves the right of root access on the system and it is a condition on
use that the Buyer does not attempt to gain root access. Should the Buyer find or suspect
that there has been a breach of network access then it should inform Greenland Studio
immediately.
12.9 If the Buyer surpasses its bandwidth usage limit and uses server resources to an extent
that jeopardizes server performance, Greenland Studio will contact the Buyer in order to try
to resolve the situation but Greenland Studio reserves the right to impose such limits or
take such action as it considers necessary to protect the interests of its clients and
business.
13 Advertising
If the Buyer advertises or offers to sell goods or services via its web pages, it undertakes to
conform with all applicable legislation and regulations and its own terms of trading.
14 Domain names
14.1 Greenland Studio will not be responsible for domain name or other related charges.
Payment of such charges are a matter for the Buyer and Greenland Studio will accept no
liability in relation to payment or non-payment of these charges or any dispute in relation to
domain names.
14.2 Greenland Studio reserves the right in the event of disputes concerning domain names to
suspend the use of domains, to impose a homepage redirect system or other systems,
which is at its sole discretion, considers necessary or prudent. Greenland Studio will
usually only act upon a court order or legal advice in relation to domain disputes and will
seek wherever possible to notify the Buyer of any action to be taken in advance. Greenland
Studio will not accept any liability for actions taken in relation to name disputes and the
Buyer hereby indemnifies Greenland Studio for any legal or other costs, charges,
damages, fines or other financial consequences in relation thereto.
15 Mail (Hosted on the Greenland Studio Web Server)
Greenland Studio will under no circumstances monitor the content of any client mail routed
via Greenland Studio or systems hosted by Greenland Studio, save under authority of law
or court order. Mail is entirely the responsibility of the Buyer and the Buyer is responsible
for sending mail in accordance with any relevant legislation (including data protection
legislation) and for sending the same in a secure manner. Greenland Studio will take
reasonable steps to ensure accurate and prompt routing of messages but will not accept
any liability for not-receipt or misrouting or anyother failure of mail. The Buyer is reminded
that sensitive mail should be sent with the use of suitable encryption procedures.
Greenland Studio will not accept responsibility for losses or data or other information due to
hardware failures. Back up of the Buyer’s mail facilities and web pages is entirely the
responsibility of the Buyer.
16 Termination
16.1 If the Buyer:
16.1.2 fails to comply with any of the provisions of these terms and (in the case of a failure
capable of being remedied) does not rectify such non-compliance within 14 working days of
Greenland Studio’s written notice of it; or
16.1.2 convenes any meeting of creditors or passes a resolution for winding up or suffers a
petition for winding up; or
16.1.3 has an administrative receiver or receiver appointed over the whole or part of its assets or
suffers the appointment of an administrator; or
16.1.4 being an individual commits any act of bankruptcy or compounds with his creditors or
comes to any arrangements with any creditors, then (and in any such case) Greenland
Studio may, without prejudice to any other of its rights or remedies and without being liable
to the Buyer for any loss or damage which may be occasioned, terminate these terms (and
accordingly the Licence) with immediate effect without notice to the Buyer.
16.2 Greenland Studio may in any event terminate these terms (and accordingly the Licence) at
any time by 30 days’ written notice to the Buyer.
17 Post termination
17.1 On termination of these terms however caused the Buyer’s authorisation to use the
Licensed Materials will automatically cease and the Buyer undertakes immediately to
cease to use the Licensed Materials and either return to Greenland Studio the Artwork or
Software and all copies of it or, if requested by Greenland Studio, delete, destroy or
otherwise make permanently unusable the Artwork or Software and all whole or partial
copies of the Artwork or Software within the Buyer’s control or possession.
18 Assignment
Greenland Studio may license or sub-contract all or any part of its rights and obligations
under these terms without the Buyer’s consent.
19 Severability
If any part of these terms is found by a court of competent jurisdiction or other competent
authority to be invalid, unlawful or unenforceable then such part will be severed from the
remainder of the terms which will continue to be valid and enforceable to the fullest extent
permitted by law.
20 Waiver
No delay or failure by Greenland Studio to exercise any of its powers, rights or remedies
under these terms will operate as a waiver of them nor will any single or partial exercise of
any such powers, rights or remedies preclude any other or further exercise of them. Any
waiver to be effective must be in writing. The remedies provided in these terms are
cumulative and not exclusive of any remedies provided by law.
21 Entire agreement
21.1 These terms are the complete and exclusive statement of the terms between the parties
relating to the subject matter of these terms and supersede all previous communications,
representations and arrangements, written or oral. The Buyer acknowledges that no
reliance is placed on any representation made but not embodied in these terms. The
printed terms and conditions of any purchase order or other correspondence and
documents of the Buyer issued in connection with these terms will not apply unless
expressly accepted in writing by Greenland Studio.
21.2 Greenland Studio will have the right to vary these terms on giving the Buyer notice of such
variation which notice may be by way of an announcement on Greenland Studio’s website.
The Buyer will be responsible for reviewing regularly information posted online in
Greenland Studio’s terms of trading page.
22 Notice
22.1 (Except as provided at clause 21.2) all notices given under these terms will be in writing
and will be sent to the address of the recipient set out on the front page of these terms or
such other address as the recipient may have notified from time to time.
22.2 Any such notice may be delivered personally by first class pre-paid letter or facsimile
transmission and will be deemed to have been received at the time of delivery if by hand,
48 hours after mailing if sent by first class post or immediately on transmission (with a valid
transmission report) if sent by facsimile transmission.
23 Governing law
These terms will be construed in accordance with and governed by the law of England and
Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of
England and Wales. Headings have been included for convenience only and will not be
used in construing any provision in these terms.