'Creative State', 'we', 'us' and 'our' each mean Creative State Limited.

Creative State Limited are incorporated under Irish law and registered with the Companies Registration Office to carry out business to the purpose of providing multimedia and design solutions.

1. Tax - Creative State reserves the right to charge the amount of any value added tax payable whether or not included on estimates or invoices.

2. Price variation - Price estimates are based on Creative State's current costs of production and supply, and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.

3. Preliminary Work - All work carried out , whether experimentally or otherwise, at customer's request shall be chargeable.  

4. Copyright - Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Creative State shall vest in and belong to Creative State. Creative State may use any artwork or printing produced by itself for the purposes of promoting itself. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials ('Materials)supplied to Creative State, prior to instructing Creative State to reproduce the same. The customer shall indemnify and hold Creative State, its agents, and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by Creative State infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.

5. Materials supplied by the customer - (a) Creative State may reject any paper, or other material supplied or specified by the customer which it considers to be unsuitable. Additional cost incurred if materials supplied are found to be unsuitable during any part of our work may be charged except that if the whole or any part of such additional cost could have been clearly avoided but for unreasonable delay by Creative State in ascertaining the unsuitability of the materials, then that amount shall not be charged to the customer.

(b) Creative State shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of materials supplied or specified by the customer.

(c) Creative State shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly if the quantities supplied are not sufficient to cover normal spoilage (an 'insufficient Supply') then Creative State shall have no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such insufficient Supply.

6. Standing material - (a) All hardware, software and all other materials owned by and used by Creative State in production, including negatives, positives and the like remain the exclusive property of Creative State. Such items when supplied by the customer shall remain the customer's property.

(b) Lithographic, together work or the other materials supplied by the customer may be effaced or destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, Creative State shall be entitled to make additional charges.

7. Customer's property - (a) The customer's property and all property supplied to us by or on behalf of the customer shall while it is in the possession of Creative State or in transit to or from us shall be deemed to be at the customer's risk and the customer should insure such property accordingly.

(b) Where a customer fails to collect work within 20 working days from notification to the customer of completion of the work, Creative State shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the customer for the costs (including insurance) of storage or to destroy such work (provided that the customer shall nevertheless remain liable for payment in respect of the relevant order.)

8. Illegal matter - (a) Creative State shall not be required to produce or print any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights or any third party.

(b) Without prejudice to paragraph 4 above, the customer shall indemnify and hold Creative State harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.

9. Liability - Creative State gives no warranties or guarantees or makes representations as to the merchantability or fitness for a particular purpose of any completed work the subject of a customer's order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. Creative State will not be liable for any loss arising from delay in transit not caused by us. Further, We shall not be liable for any indirect, special, or consequential damages, loss of profits, economic loss, loss of goodwill or anticipated savings or loss of data. The total aggregate liability of Creative State in respect of any and all causes of action arising out of or in connection with the customer's order and our performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph [variations in print quantities]) be limited to the sums paid to Creative State by the customer in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot , pursuant to Irish law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.

10. Claims - Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Creative State and the carrier within three clear days of delivery (and, in the case of non-delivery within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to Creative State and the carrier within 7 clear days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in writing to Creative State within 28 days of delivery. Creative State 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 was made as soon as reasonably possible.

11. Delivery and Payment - Turnaround is measured in 'Working Days', defined as days on which the clearing banks in Ireland are open for normal business. For orders made on a Guaranteed Turnaround service (being orders guaranteed to be ready within a certain period [the 'Guaranteed Period'] delivery (as more particularly described in paragraph 11[b] below) will be made no later than 10pm on the last Working Day of the Guaranteed Period. Should we fail to deliver within the Guaranteed Period [see also paragraph 12 Variations in print quantity] a service 'credit' will be awarded up to the value of the order in question (redeemable against future orders within 6 months of issue of the Credit in question) [the "Credit']. The customer will still be obliged to pay in full for the order in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround Service ("The Premium Charges"). In addition:

(a) These services rely on the customer not delaying the process of the order in any way (which delays include but are not limited to the customer returning proofs by the time specified by us, or failing to make payment by the time such payment is due) [a 'Customer Delay']. In the event of a Customer Delay the customer shall not be awarded a Credit and the customer shall be obliged to pay the Premium Charges, but Creative State shall not be bound to deliver within the Guaranteed Period.

(b) Delivery of work by Creative State shall be deemed to take place upon collection of the work by the customer  (where the customer is obliged to collect the work) or (where Creative State is obliged to deliver the work) actual delivery of the work to the customer by us. Where the customer is obliged to collect the work, customer's failure to collect the work by the day on which we are contractually obliged to have it ready for collection shall be classed as Customer Delay. Where Creative State are obliged to deliver the work to the customer but the customer provides us with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Creative State have used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as Customer Delay.

(c) Unless otherwise specified the price quoted is for collection of the work from our registered office. A charge may be made to cover any extra costs involved for delivery to a different address.

(d) Should expedited delivery be agreed, Creative State shall be entitled to make additional charges on a time and materials basis to cover any overtime or any additional costs involved, including without limitation, the cost of couriers or special delivery post.

(e) Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days or more, we shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

(f) Risk or loss or damage to work completed by Creative State shall pass to the customer on delivery. Notwithstanding delivery and the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be retained by Creative State until such time as full payment has been received in respect of the work.

(g) In the unlikely event that Creative State deems it necessary to re-print or recommence work, the Guaranteed Period shall also recommence from the time of our confirmation to the customer of its agreement to reprint or restart the work.

12. Variations in print quantities - Every endeavour is made to deliver the correct quantity ordered. However, some variation is inherent in the print process and it is understood and accepted as reasonable that minor variations are immaterial and that Creative State shall have no liability in respect of such variations. For other variations, Creative State's entire liability will be to award a credit. The table below sets out the circumstances under which a credit will be awarded.

 

 

13. Full Colour Printing - All reasonable efforts shall be made to obtain the best possible reproduction on customer's work but variation is inherent in the print process and it is understood and accepted as reasonable that, Creative State shall not be required to guarantee an exact match in colour or texture between the customer's photograph, transparency, proof, electronic graphic file, previously printed matter (whether printed by Creative State or another party) or any other materials supplied by the customer and the printed article being the suject of the customer's order.

14. Credit Terms - For invoices not settled within the agreed credit terms, Creative State reserves the right to charge interest on the overdue debt at 2% above the Central Bank of Ireland base rate at the time and an administration fee to cover its debt recovery costs.

15. Insolvency - If the customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be able to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, Creative State, without prejudice to other remedies, shall (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 Creative State, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in Creative States' 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 Creative State thinks fit and to apply the proceeds towards such debts.

16. Copy - Where any additional work of whatever nature is necessary as a result of copy supplied by customer not being clear and /or legible, Creative State shall be entitled to make additional charges on a time and materials basis to cover such additional work.

17. Proofs - Proofs of all work may be submitted for customer's approval and Creative State shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs as a result of alterations required by the customer.When style, type or layout is left to Creative State's discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and material basis.

18. Company Imprint - Unless otherwise specifically requested in writing any work may carry the Creative State imprint/logo which will be positioned at our discretion.

19. Data Protection - By placing an order with Creative State the customer consents to its details being used internally within Creative State for accounting and marketing purposes. The details will be kept by Creative State even after the customer's trading relationship with Creative State has terminated. Creative State may use the customer's personal data to let customer's know about goods and services similar to the goods or services provided to the customer previously and any other matters that Creative State consider to be of interest to customers.

20. Force Majeure - Creative State shall be under no liability if it shall be unable to perform any obligation which is owed by us to the customer for any reason beyond our control including (without limiting the forgoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or any 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 customer may by written notice to Creative State elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

21. Variation to Terms and Conditions - These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the website.

22. Law - These terms and conditions and all other express terms of the contracts with customers shall be governed and construed in accordance with Irish law. Irish courts shall have jurisdiction in relation to any other matters arising in connection with any contract between Creative State and the customer which these terms are incorporated.