Table of Contents

Orkney Media Group Ltd

These Terms and Conditions apply to all goods and services supplied by Orkney Media Group Ltd. 

By placing an order, the customer (“the Buyer”) agrees to be bound by these Terms and Conditions.

Definitions

Seller

Orkney Media Group Ltd. A company registered in Scotland (Company No. SC315893) with its registered office at Hell’s Half Acre, Hatston, Kirkwall, Orkney, KW15 1GJ 

Buyer

The person, company, or organisation purchasing goods or services from the Seller.

Services / Work

Any goods, print products, digital services, design work, graphics, or other services supplied by the seller to the buyer. 

Intermediates

Products created during the manufacturing or production process, including but not limited to discs, film, plates, and intellectual property.

Pre-Production Work

Concept development, design, artwork, proofing, colour matching, or other preparatory work.

Electronic File

Any digital material (including text, images, or artwork) supplied or created by either party via email or file transfer services such as WeTransfer or Dropbox.

Periodical Publication

A publication produced on a recurring basis, typically at regular intervals.

Insolvency

The Buyer is in a position where it is unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against them. 

Pricing and Payment

Estimates

Estimates are based on the Seller’s current costs of production and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery. Estimates are valid for a period of 30 days from the date issued, after which they may be revised.

Estimates are given exclusive of VAT and the Seller reserves the right to charge and the Buyer will pay any VAT or other tax payable.

Chargeable Work

All work carried out by the Seller will be charged, including Preliminary Work, whether or not it proceeds to final production.

Additional Costs

Additional charges may apply if:

• the Buyer provides incomplete, incorrect, or late materials
• instructions require clarification or amendment
• additional work becomes necessary due to errors in supplied materials.

Payment Terms

Unless otherwise agreed in writing, full payment is required prior to the delivery or collection of goods and/or services.

The Seller reserves the right to request either full payment in advance or a deposit (partial payment) at the time of order confirmation. Where a deposit is required, the remaining balance must be paid in full before production is completed and/or prior to dispatch or collection.

Any quoted timelines for production and delivery are conditional upon receipt of the required payment. The Seller shall not be liable for delays resulting from late or non-payment.

If payment terms are agreed that differ from the above, all invoices must be paid in accordance with the agreed terms stated on the invoice. The Seller reserves the right to suspend work, withhold delivery, or cancel the order if payments are not made when due.

The Seller also reserves the right to charge interest on overdue amounts at a reasonable rate, in accordance with applicable law, and to recover any reasonable costs incurred in the collection of outstanding payments.

Credit Accounts

Credit facilities may be granted at the sole discretion of the Seller. Where a credit account is approved, payment of all invoices must be made in full on receipt of the invoice, unless otherwise agreed in writing.

The Seller reserves the right to withdraw or amend credit terms at any time without prior notice, including where the Customer fails to comply with agreed payment terms.

Suspension and Delay of Work

If the Buyer requests or causes the suspension or delay of any Work for any reason, the Seller reserves the right to charge the Buyer for any resulting costs. These may include, but are not limited to, storage costs and any loss, inefficiency, or wastage of labour, materials, or resources that cannot reasonably be reallocated.

Where such suspension or delay continues for a period exceeding 30 days, the Seller shall be entitled to issue an invoice for, and the Buyer shall pay immediately upon receipt:

• All work completed up to the date of suspension or delay
• The cost of any materials or services specifically ordered or committed to for the Work
• Any additional costs reasonably incurred by the Seller as a result of the suspension or delay
  

The Seller reserves the right to revise delivery schedules and/or pricing where suspension or delay impacts the original scope or timing of the Work.

Delivery

Delivery of the Work shall be deemed accepted when tendered to the Buyer.

Timing of Delivery

Unless otherwise agreed in writing:

• All completion and delivery dates are estimates only
• The Seller will use reasonable endeavours to meet agreed timescales
• Time shall not be of the essence in any contract between the Seller and the Buyer

Method of Delivery

Unless otherwise agreed in writing (and subject to additional charges):

• Delivery will be made to kerbside at the Buyer’s specified address
• The Buyer is responsible for off-loading the goods
• The Buyer is responsible for any onward transportation to the final location

Access Conditions

• If delivery involves difficult or restricted access, or an unreasonable distance from suitable vehicular access, the Seller reserves the right to apply additional charges to cover any extra costs incurred

Expedited Delivery

• Where expedited or priority delivery is requested and agreed, additional charges may apply
• The Seller will use reasonable efforts to meet accelerated timescales
• Such timescales remain estimates unless expressly agreed otherwise in writing

Materials Supplied by the Buyer

Electronic Files

The Buyer is responsible for maintaining copies of all supplied digital files.

The Seller is not responsible for verifying the accuracy of supplied files unless agreed otherwise.

If files require correction before use, the Seller may charge for additional work or reject the file.

Other Materials

The Seller may reject any film, paper, plates, electronic files or other materials supplied or specified by the Buyer which appear to be unsuitable for the purpose intended. 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 the Seller in ascertaining the unsuitability of the materials then that amount shall not be charged to the Buyer.

Risk and Storage 

Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer shall while it is in the possession of the Seller or in transit to or from the Buyer be deemed to be at Buyer ́s risk unless otherwise agreed in writing and the Buyer should insure accordingly. The Seller shall be entitled to make a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the Work.

Finished Goods

Risk in completed work passes to the Buyer upon delivery. The Seller will store materials and completed work for up to three months after completion. Items may be destroyed after this period without further notice.

Materials and Equipment Supplied by the Seller

Metal, film and other materials owned by the Seller and used in the production of Intermediates, type, plates, film – setting, negatives, positives, electronic files and other production processes, together with items thereby produced, shall remain the Seller’s exclusive property. Type shall be distributed and film and plates, tapes, discs or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged. The Seller shall not be obliged to download any digital data from his equipment or supply the same to the Buyer  by USB or any communication link.

Retention of Title

The Work remains the Seller’s property until the Buyer has paid for it and discharged all other debts owing to the Seller. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer ́s premises to do so, or to inspect and/or label the goods so as to identify them clearly. If the Buyer shall sell the goods before they have been paid for in full he shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer ́s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.

Proofs and Variations

A proof of the Work shall be provided to the Buyer for review and written approval prior to production. The Seller shall not commence production until written approval of the proof has been received.

The Buyer shall be entitled to request one round of corrections to the initial proof at no additional cost. The Buyer is responsible for carefully reviewing the proof in its entirety, including, without limitation:

• the layout, design, images, and colours (acknowledging that colours displayed on screens or printed from office equipment may vary from the finished product);
• the accuracy, inclusion, and positioning of all logos and artwork;
• spelling, punctuation, grammar, and other textual content; and
• all contact details, including telephone numbers, email addresses, website addresses, and any other factual information.

Following receipt of the Buyer’s corrections, the Seller shall provide a revised proof for further approval. Any further alterations, amendments, or revisions requested by the Buyer after the initial round of corrections, or any changes that fall outside the scope of the original quotation, may be subject to additional charges.

Where proofs have been supplied, the Seller shall not be liable for any errors, omissions, or inaccuracies that were not identified and corrected by the Buyer prior to approval. Any alterations requested by the Buyer after approval, together with any additional proofs or pre-press work required as a result, shall be charged as an extra. Where the style, typeface, design, or layout of the Work has been left to the Seller’s discretion, any subsequent changes requested by the Buyer shall likewise be chargeable.

If the Buyer elects to waive the opportunity to examine and approve proofs, the Buyer shall be solely responsible for the accuracy of the Work and shall indemnify and hold harmless the Seller against all losses, costs, claims, expenses, and liabilities arising from any errors, omissions, or inaccuracies in the completed Work.

Once a proof has been approved by the Buyer, the Seller shall have no responsibility for any errors, omissions, or inaccuracies contained in the approved proof. Any amendments requested after approval, including any additional design, pre-press, production, or reprint work required to implement such amendments, shall be carried out at the Buyer’s expense.

The Buyer acknowledges that minor variations in colour may occur between digital proofs, printed proofs, and the finished work due to differences in equipment, substrates, inks, materials, production methods, and manufacturing conditions. Such reasonable variations shall not constitute a defect or grounds for rejection unless exact colour matching has been expressly agreed in writing.

Every reasonable effort shall be made to deliver the exact quantity ordered. However, the Buyer accepts that deliveries may vary by up to five per cent (5%) above or below the quantity ordered. Any such variation shall be charged or credited on a pro rata basis, unless otherwise agreed in writing.

Claims and Liability

Claims

Claims relating to damaged or missing goods must be reported within 3 days of delivery for transit issues or within 14 days for other defects. Claims must be submitted in writing.

Liability

Where defects occur, the Seller’s liability is limited to:

• correcting the defect, or
• issuing a credit for the value of the work.
  

The Seller is not liable for:

• indirect or consequential loss
• third-party claims
• delays in delivery or transit.
  

Defective goods must be returned before replacement or credit can be issued.

Vehicle Graphics

For vehicle graphics work, the Buyer confirms the vehicle paintwork is suitable for vinyl application or removal. The Seller accepts no liability for paint damage resulting from vinyl installation or removal. Nothing in these Terms excludes liability for death or personal injury caused by negligence.

Insolvency

Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.

General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer the Seller shall have a general lien on all goods and property of or provided by the Buyer in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days ́ notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.

Illegal Matter

The Seller shall not be required to print any matter which in his opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. The Seller shall be indemnified by the Buyer in respect of any claims, costs and expenses arising out of the printing by the Seller for the Buyer of any illegal or unlawful matter including matter which is libellous or infringes copyright, patent, design or any other proprietary or personal rights. The indemnity shall include (without limitation) any amounts paid on a lawyer’s advice in settlement of any claim that any matter is libellous or such an infringement.

Periodical Publications

A contract for the printing of a Periodical Publication may not be terminated by either party unless 13 week’s notice in writing 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 must be given after completion of work on any one issue. Nevertheless, the Seller may terminate any such contract forthwith should any sum due there under remain unpaid.

Force Majeure

The Seller shall be under no liability if he shall be unable to carry out any provision of the contract for any reason beyond his reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Buyer; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Buyer may by written notice to the Seller elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

Data Protection

The Seller may collect, store, and process personal data relating to the Buyer for the purposes of fulfilling the contract, managing accounts, and administering the business relationship.

• The Buyer is hereby notified that the Seller may share relevant personal information with third parties, including credit reference and debt recovery agencies, for the purposes of credit assessment and account management.
• The Seller may transfer personal information about the Buyer to a credit reference agency in connection with assessing creditworthiness.
•  All personal data shall be processed in accordance with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

Law

These conditions and all other express and implied terms of the contract shall be governed by, and construed in accordance with Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts.

Notices

All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorised signature.

Consumer Rights

Nothing in these Terms affects the statutory rights of consumers.