Terms & Conditions
Terms & Conditions for IONA Publishing Limited, trading as IONA, IONA Publishing, IONA Cards and The English Art Co.
a) “The Company” is IONA Publishing Limited, trading as IONA Publishing, IONA Cards, IONA, whose registered office is at: IONA Publishing Limited, 8 Roman Avenue, Leeds, LS8 2AN. Contact here.
b) “The Client” is the person, organisation, firm or company who accepts a quotation for the sale of the Work, places an order for the Work or whose order for the Work is accepted by IONA Publishing.
c) “The Work” is the goods, services or works offered for sale by the Company and ordered by the Client.
d) “The Correspondence” includes e-mail, facsimile transmission, electronic transmission and comparable means of communication.
2. Basis Of The Sale
a) The following terms and conditions shall be the only terms and conditions governing the basis upon which work is carried out by IONA Publishing, notwithstanding any alternative conditions provided by the Client or anyone on the Client’s behalf. No variation of these terms and conditions is permitted unless expressly accepted by a Director of IONA Publishing in writing.
b) IONA Publishing acts in all Contracts as principal and not as the agent of the Client in dealings with the media and suppliers in respect of the Client’s marketing communications.
c) The Client is to provide IONA Publishing with a clear brief and to ensure that all facts given about their product or service are accurate and in no way misleading. IONA Publishing will co-operate fully with the Client and will use its best efforts to make the work successful. The Client agrees to help IONA Publishing to do so by making available all relevant information and co-operating as far as reasonably possible.
d) The Client understands and accepts that where work is delivered by electronic means there may be transmission variations in respect of colour, sizing and general quality dependent on the specification of the transmitting and receiving equipment and as such the burden is on the Client to ensure prior to approval that the work is satisfactory in all respects.
a) The Client’s approval of copy and layouts will be IONA Publishing’s unconditional authority to purchase production materials and prepare proofs and drafts and the Client’s approval of proofs and drafts will be IONA Publishing’s unconditional authority to publish.
b) The Client’s approval of scripts, layouts, storyboards, proofs with estimated costs will be IONA Publishing’s unconditional authority to make production contracts.
c) The Client’s approval of venues and materials for events, schedules and estimates will be IONA Publishing’s unconditional authority to make reservations and contracts for space, time, and other facilities under the terms and conditions required by media or suppliers.
Subject always to the notice and termination provisions contained below, the Client may request IONA Publishing to change, reject, cancel or stop all or any plans, schedules and work in progress and IONA Publishing shall take all reasonable steps to comply, providing that IONA Publishing can do so within its contractual obligations to media and suppliers. In the event of any cancellation or amendment, the Client shall reimburse IONA Publishing for any charges or expenses to which it is committed and furthermore shall pay IONA Publishing’s fees covering those items.
a) IONA Publishing’s fees for any work shall be as stated in IONA Publishing’s official quotation, relevant correspondence, or as contained in a verbal binding agreement between IONA Publishing and the Client.
b) Charges for direct mail, exhibitions and special promotions are arranged by a separate agreement in each case, but are subject to the same terms and conditions as at 6a)
c) All work carried out at the Client’s request, whether experimentally or otherwise, shall be charged.
d) A charge will be made to cover any additional work involved, where copy supplied by the Client is not clear and legible, or where, in our professional opinion, such copy is inadequate, incomplete, or otherwise unsuitable for use.
e) The price of the Work shall be the quoted price. Estimates are based on current costs of production and, unless otherwise agreed, are subject to amendment on or at any time before acceptance to meet any rise or fall in such costs.
f) IONA Publishing reserves the right, by giving notice to the Client, at any time before delivery, to increase the price of the Work to reflect any increase in the cost to IONA Publishing which is due to any factor beyond the control of IONA Publishing, (such as, without limitation, alteration of duties, significant increase in the costs of labour, materials or other costs, any foreign exchange fluctuation or currency regulations, any change in delivery dates, quantities or specification for the Work which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give IONA Publishing adequate information or instructions).
g) If the Client requests that IONA Publishing cease working temporarily on a project then at the expiry of not less than 56 days IONA Publishing reserves the right to render an interim account in respect of all work done up to that point. IONA Publishing’s charges will be calculated with reference to the proportion of the project, which had been completed as a percentage of the original quotation.
a) IONA Publishing will provide invoices monthly for work carried out on behalf of the Client. All accounts are payable within 28 days of the date of the invoice.
b) IONA Publishing reserves the right to charge interest at the rate of 2% per month on all overdue invoices.
c) Some suppliers, particularly production companies, photo libraries, printers, market research organisations and exhibition contractors require payment in advance at various stages of production. The Client agrees to pay interim invoices in respect of such services immediately on presentation. Invoices for models will be similarly invoiced for payment immediately on presentation.
d) Whilst ever any invoice remains unpaid in whole or in part, the Client acknowledges (in addition to any other right of lien given by law) IONA Publishing’s right of lien over any document or item (“goods”) belonging to the Client but in the possession, control or custody of IONA Publishing or any agent instructed by it on the Client’s behalf. Without prejudice to any of its other legal rights, IONA Publishing may at the expiration of 14 days’ written notice to the Client sell any of the Client’s goods upon which IONA Publishing has any lien and shall, where the property in such goods is at the time of such sale in the Client, be deemed to be its agent for the purpose of effecting such sale. IONA Publishing may apply the proceeds of such sale towards the satisfaction of sums due or claims against the Client without prejudice the right to recover the balance thereof from the Client.
7. Preliminary Work
All work carried out, whether experimentally or otherwise, at the Client’s request, shall be charged and in the event that no specific estimate or quotation was given the work will be charged at IONA Publishing’s prevailing hourly rate at that time details of which are available at the Client’s request.
Unless expressly agreed in writing all goods (whether in transit or in the custody of IONA Publishing its servants or agents) must be insured for full replacement or reinstatement value and IONA Publishing will not be responsible for loss or damage caused to the Client’s goods howsoever caused whether or not caused by any act or omission of IONA Publishing its servants or agents.
a) IONA Publishing and the Client acknowledge and agree that all intellectual property rights in publishing, artwork, copy, illustrations and any other items or work created by IONA Publishing, its employees or agents for the Client, vest in IONA Publishing. For the purposes of this agreement, intellectual property rights include (but are not limited to) logos, corporate identity, trade marks, service marks, trade or business names, copyright (including moral rights) and any drawings, manuals, illustrations, experience, lists, instructions, publishings, artwork, photographs, plates and other Know-How created or acquired by IONA Publishing, its employees or agents.
b) Unused or unpublished advertising or promotional plans, ideas and other intellectual property prepared by or on behalf of IONA Publishing shall remain IONA Publishing’s property and shall not be assigned or licensed to or used by the Clients during the term of this agreement or subsequently, regardless of whether or not any physical embodiment of any creative work or item of intellectual property is in the Client’s possession in the form of copy, artwork, plates or otherwise howsoever.
10. Legal Liability
Subject to the conditions set out below, IONA Publishing warrants that it will carry out its work with reasonable care and skill and that its work will correspond in all material respects with any specifications or requirements agreed in writing prior to the date of this Contract and save as expressly varied by IONA Publishing (acting by a Director) thereafter.
The above warranty is given by IONA Publishing and accepted by the Client in substitution for all express or implied representations, conditions and warranties statutory or otherwise as to (a) the state, quality, fitness for purpose or performance of any goods or services provided and (b) the standard of the Advertising Agency’s workmanship and the state, quality, fitness or performance of any materials used in connection therewith and all such representations conditions and warranties are hereby excluded. The warranty is expressly subject to the following conditions:
i) IONA Publishing shall be under no liability in respect of any defect in any of its work arising from any drawing, Publishing or specification supplied by the Client.
ii) IONA Publishing shall be under no liability under the above warranty (or any other warranty, condition or guarantee) unless all sums due to IONA Publishing under the terms of this agreement and any other agreement between IONA Publishing and the Client have been paid in full and by the due date for payment;
iii) Subject as expressly provided for in this agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Any claim by the Client which is based upon any defect in the quality of work undertaken by IONA Publishing or its failure to correspond with agreed specifications shall be notified to IONA Publishing within 7 days from the date of completion of the works or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Client does not notify IONA Publishing accordingly, the Client shall not be entitled to treat the Contract as repudiated and IONA Publishing shall have no liability for such defect or failure and the Client shall be bound to pay the invoices raised or to be raised by IONA Publishing as if the work had been delivered or carried out in accordance with the Contract.
iv) Where any valid claim in respect of any work carried out by IONA Publishing based on any defect in the quality of that work or its failure to meet specification is notified to IONA Publishing in accordance with this agreement, IONA Publishing shall be entitled to undertake the work again in replacement for the work or the part of that work, free of charge or, at IONA Publishing’s sole discretion refund or not raise an invoice to the Client for the cost of the works (of a proportionate part thereof), but IONA Publishing shall have no further liability to the Client.
v) Except in respect of death or personal injury caused by IONA Publishing’s negligence, IONA Publishing shall not be liable to the Client or to any other person, firm or company by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this agreement, whether in contract, in tort, misrepresentation or otherwise for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of IONA Publishing, its employees or agents or otherwise) which arise out of or in connection with the supply of goods or undertaking of work howsoever used by the Client or on its behalf by IONA Publishing or otherwise except as expressly provided for in this agreement.
vi) IONA Publishing shall not be liable if it is unable to carry out at all or by the agreed or due date any provisions of the Work and/or services for any reasons beyond its control including, but not limited to, an act of God, legislation, war, fire, flood, drought, failure of power supply, riot and civil commotion, lock out, strike, other action taken by employees in contemplation or further unto the dispute, or owing to an inability to procure materials required for the performance of the Contract. During the continuance of such a contingency, the Client may by written notice to IONA Publishing elect to terminate the Contract and to pay for work done and materials used but subject thereto shall otherwise accept performance of the Contract when available.
vii) Any date provided by IONA Publishing shall be an estimate only and IONA Publishing shall not be liable for any loss or howsoever arising caused by its failure to complete the Work or deliver the Work on a due or agreed date.
11. Advertising Standards
a) IONA Publishing abides by rulings of the Advertising Standards Authority, by the British Code of Advertising Practice and by other codes of marketing and Publishing standards laid down within the industry to ensure that all the work by IONA Publishing is legal, decent, honest and truthful.
b) In order to satisfy the requirements of these codes or any statutory requirements and in the interests of the Client, IONA Publishing and the public, the Client agrees to supply IONA Publishing with any information necessary to enable IONA Publishing to comply with the codes and also agrees to undertake that all information supplied to IONA Publishing complies with the Trade Descriptions Act 1968 and any other Act of Parliament or statutory instrument or relevant legislation.
12. Confidential Information
a) IONA Publishing acknowledges a duty not to disclose without the Client’s permission during or after the term of appointment any confidential information resulting from work carried out on the Client’s behalf.
b) During the continuance of the Contract, IONA Publishing acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics with which the Client may supply IONA Publishing in the course of the Work for the Client.
a) IONA Publishing shall without prejudice to its other rights be entitled forthwith to demand immediate payment by the Client of all unpaid accounts and cancel this and any other contract between IONA Publishing and the Client without any liability attaching to IONA Publishing in respect of such cancellation and debit the Client with any loss sustained thereby if:-
i) The Client commits a material breach of any of these conditions (including non payment of any monies payable hereunder) and in the case of a breach capable of remedy fails to remedy the same within 7 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
ii) The Client is a company and:-
ii.i) It convenes a meeting of its creditors; or
ii.ii) A proposal is made for a voluntary arrangement within the meaning of part I of the Insolvency Act 1986 or if a proposal is made for any other composition, scheme or arrangement with (or assignment for the benefit of) the creditors of the Client; or
ii.iii) It is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
ii.iv) A trustee, receiver or administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Client;
ii.v) A petition is presented or a meeting is convened for the purpose of considering a resolution (or other steps are taken) for the winding up of the Client otherwise than for the purpose of amalgamation or reconstruction where such amalgamation or reconstruction has the prior written approval of the company;
ii.vi) A petition is presented for an administration order; or
ii.vii) The Client ceases or threatens to cease to carry on business.
iii) The Client is an individual or partnership or foreign company or other corporative entity and circumstances arise which in the reasonable opinion of IONA Publishing are of the same nature or effect as the circumstances listed in sub paragraphs (b) (i) to b (vii).
b. Any waiver by IONA Publishing of a breach by the Client of any of these conditions shall not be considered as a waiver of any subsequent breach of the same or any other conditions.
i) Without prejudice to IONA Publishing’s rights set out in a) above, after completion of the agreed term, the Contract may be terminated by 6 months’ notice in writing by either party.
ii) All rights, duties and responsibilities of IONA Publishing and the Client shall continue in full force during the agreed period of notice, including the ordering and invoicing of advertising media which will be published during such period and the ordering and invoicing of any event which will take place during such period.
a) Any notice required or permitted to be given by either party to the Contract under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as made at the relevant time, has been notified pursuant to this provision to the party giving the notice.
b) No waiver by IONA Publishing of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. If any of these conditions, including the restrictions and exclusions of the Client’s rights whether expressed or implied by common law statute customer of the trade, course of dealings or otherwise shall be deemed void for any reason whatsoever, but would be valid if part of the wording thereof were deleted, the said condition shall comply with such modifications as may be necessary to make it valid and effective.
c) If any provision of these conditions is held by competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected thereby.
d) All quotations, orders and contracts arising hereunder shall be construed in accordance with English law and shall be subject to the jurisdiction of the English Courts.
Terms and Conditions for IONA Cards (for the purchase of greeting cards)
a) All business accepted by the Company is subject to these terms and conditions which should be incorporated in any agreement between the Company and the Customer to the exclusion of any conditions of business on which the Customer may seek to trade.
b) Nothing in these conditions will affect the statutory rights of a Customer who is not buying Products in the course of their business.
c) All the terms of the agreement between the Customer and the Company are contained in this document. No additions or variations shall have effect unless agreed in writing under the signature of a director of the Company.
d) If any legislation or convention is compulsorily applicable to the contract these terms and conditions and any part of these terms and conditions is incompatible with such legislation or convention such part shall be overridden by the legislation or convention to that extent and no further.
a) ”The Company” is IONA Publishing Ltd, trading as IONA Cards, whose principal office is at:
IONA Cards, 8 Roman Avenue, Leeds LS8 2AN. T: 0113 244 9177. Contact here.
b) "the Customer" is the person, organization, firm or company placing an order for Products with IONA Cards.
c) "the Products" are the goods offered for sale by the Company and ordered by the Customer.
3. Ordering & Price
a) The Company may make minor alterations to the specification of Products, which do not materially affect their overall appearance.
b) All orders are subject to availability. No agreement is formed until acceptance of the Customer's order has been sent to the Customer by the Company.
c) Any prices quoted by the Company are subject to the addition of delivery charges and value added tax at the prevailing rate from time to time.
a) Unless agreed in writing under the signature of a director of the Company payment of an invoice will be made in pounds sterling within 28 days of its date. The Company may demand pre-payment or trade references from a Customer when an order is placed.
b) Time of payment shall be of the essence of the agreement.
c) Interest on all sums due shall run at the rate of 8 per cent above base rate of HSBC Bank Plc from the due date until payment is received.
d) The Customer shall pay to the Company all sums immediately when due without reduction or deferment on account of any claim counterclaim or set-off.
e) Where a call down agreement is agreed by the Company, and Products are to be delivered by the Company and paid for by the Customer by instalments then such agreement shall be a whole agreement and the Customer shall not be entitled to cancel or vary any call down schedule or requirement. Should the Customer fail to pay for any one or more of the said instalments of Products on the due date the Company (at its sole discretion) shall be entitled:
without notice to suspend further deliveries of the Products pending payment by the Customer;
to treat the agreement as repudiated by the Customer and claim from the Customer for its loss of profit on the balance of the whole call down agreement then unfulfilled.
5. Delivery & Performance
a) Where the Company has given an estimate of time for the delivery of Products (whether in the Company's catalogue or otherwise) the Company shall use all reasonable endeavours to comply with such time estimates. It is however specifically agreed that time shall not be of the essence and the Customer shall not be entitled for damages howsoever arising or of whatsoever nature as a result of the company's failure to deliver the Products by any specified date.
b) The Company reserves the right not to deliver the Products and treat the agreement as having been avoided if:
pre-payment under clause 4a) has not been received by the Company by the due date;
due to force majeure or other circumstances beyond the control of the Company including but not limited to war, riot, industrial dispute, fire or act of God the Company cannot provide the Products and in such circumstances the Company shall have no liability to make any payments to the Customer or refund the purchase price.
6. Acceptance and Return
a) Upon delivery the Customer has 48 hours to inform the Company of any damage caused to the Products in transit. After this time the Customer will be deemed to have accepted the Products.
b) In the event that the Customer notifies the Company of any damage caused to the Products in transit within 48 hours of delivery the Company's liability shall be limited to the replacement or repair of such Products.
c) If the Customer wishes to return any of the Products within one month of delivery the Company may accept their return provided that the Products are still packed as supplied and are unmarked and provide the Customer with a refund of the cost of the Products less a restocking fee in the Company's discretion but which will be not less than 20% of the invoice price.
a) Any faults in the Product which are due to faulty design manufacture or materials or the negligence of the Company then the Company will replace or repair the faulty Products free of charge (at its discretion) provided that:
the Customer notifies the Company in writing of the alleged fault within 12 months of delivery which is agreed between the parties to be the maximum shelf life of the Products;
the Product has been carefully stored;
the Product has not been modified;
the fault is not due to accidental or wilful damage while in the Customer’s possession.
c) In the event that the Customer finds a fault in the Product not covered by the circumstances outlined in clause 7a) within 12 months of delivery or if upon inspection by the Company no fault is found to exist in the Product then the Company may make a reasonable charge in respect of any request to replace such Product.
8. Invoice Disputes
a) The Customer shall inform the Company within 14 days of receipt by it, of an invoice about any dispute it has in respect of that invoice. If the Customer fails to inform the Company of any dispute within 14 days of receipt of the invoice then the Customer waives its right to dispute the invoice.
b) The undisputed amount of any invoice shall remain due and payable under the terms of the original invoice notwithstanding the existence of any dispute referred to in clause 8a) above.
9. Title & Risk
a) Risk in the Products supplied by the Company shall pass to the Customer upon delivery.
b) Title in the Products supplied by the Company shall remain with the Company notwithstanding delivery to the Customer until the Customer has paid to the Company all sums due on any account whatever between the parties.
c) By placing an order with the Company the Customer irrevocably licenses the Company and its authorised representatives to enter upon any premises occupied by the Customer for the purposes of recovering the Products in which title has not passed to the Customer.
a) Subject to clause 1d) the Company's liability howsoever arising shall not exceed the invoice value of the Product complained of (other than claims for death or personal injury).
b) Under no circumstances shall the Company be liable to the Customer for any loss of profit loss of market consequential loss or damage howsoever arising.
Information contained in the Company's catalogue, sales literature, drawings and other documents is approximate only and no representations contained in such document shall be incorporated as a term of an agreement between the parties unless specifically agreed in writing by the Company.
12. Intellectual Property
The intellectual property including (but not exclusively) copyright and design rights in any Products or images incorporated into Products supplied by the Company or which are generated by the Company or their agents shall at all times remain with the Company and no unauthorised copying or representation of any such Products or images whether in hard copy of machine readable forms shall be authorised unless agreed in writing under the signature of a director of the Company.
Any notice in writing required to be sent to the Company by the Customer shall be sent to the address for service given by the Company and shall be sent by recorded delivery.
14. Data Protection
The information you provide will be held on our database and/or in our records and may be shared for monitoring and administration purposes. If, at any time, you do not wish your details to be used in this way, please write to The Company Secretary, IONA Cards, 8 Roman Avenue, Leeds LS8 2AN.
This agreement shall be governed by and construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
IONA Publishing Limited is registered in England at 8 Roman Avenue, Leeds LS8 2AN, United Kingdom.
Tel: +44 (0)113 244 9177