Terms & Conditions

Updated 02/04/2024

The Customer’s attention is particularly drawn to the provisions of Clause 14 (Limitation of liability).

Our state-of-the-art printing equipment and efficient processes mean we are able to offer magazine, brochure and catalogue printing services at a competitive rate and to the highest quality standard. Set out below are our Terms & Conditions.

These are the only Terms & Conditions that apply to an agreement between the Customer and Warners and should be read in conjunction with all other relevant documentation provided by Warners and referenced within these Terms and Conditions.

These Terms and Conditions apply to any contract between the parties to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

In the event of a conflict between the Terms and Conditions and communication between the parties, these Terms and Conditions will take precedence.

By entering into the transaction with Warners as outlined by these Terms and Conditions, the Customer is agreeing to be bound by these Terms and Conditions.

All services performed by Warners are on the basis of these Terms and Conditions only.

1.                   INTERPRETATION

1.1.             In these Conditions:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Business Hours” means the period from 9.00am to 5.00pm in any Business Day;

“Conditions” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Warners;

“Contract” means the contract made between the Customer and Warners for the Products and/or Services which will be subject to the Conditions;

“Commencement Date” has the meaning given to it in clause 2.2;

“Customer” means the person who accepts a quotation of Warners for the printing of Products;

“Intellectual Property Rights” means the patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Order” means the Customer’s order for the supply of Products or Services or Products and Services as set out in the Customer’s purchase order form or the Customer’s written acceptance of Warners’s quotation as the case may be;

“Order Acknowledgement” means the standard form provided by Warners to the Customer, confirming their acceptance of the Order as referred to in clause 2.2, or other form of written acknowledgement agreed between Warners and the Customer.

“Price” means the price payable under the Contract by the Customer in accordance with clause 7 of these Conditions;

“Products” means the publications (including any instalment of the publications) which Warners is to print pursuant to the Contract;

“Production Schedule” means the period of time between the Customer submitting the proof to Warners and the delivery of the Product to the Customer as agreed in advance between the Customer and Warners;

“Quotation” means the correspondence from Warners to the Customer in which the Price is referred but is not deemed an acceptance of the Contract by way of an Order Acknowledgement.

“Services” means the services which Warners is to carry out pursuant to the Contract;

“UK GDPR” has the meaning given to it in section 3(10) (as supplement by section 205(4) of the Data Protection Act 2018; and

“Warners” means Warners (Midlands) Plc (CRN: 00223519) whose registered office is situated at The Maltings, Manor Lane, Bourne, Lincolnshire PE10 9PH.

1.2.             Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3.             The headings in these Conditions are for convenience of reference only and shall not affect their interpretation.

1.4.             References to person(s) include an individual, company, corporation, firm, or partnership or unincorporated body (whether or not having separate legal personality).

1.5.             Reference to a party includes its personal representatives, successors, and permitted assigns.

1.6.             A reference to writing or written excludes fax but not email.

2.                   CONTRACT, ORDERS AND SPECIFICATIONS

2.1.             The Order constitutes an offer by the Customer to purchase the Products or Services or Products and Services in accordance with these Conditions.

2.2.             The Order shall only be deemed to be accepted when Warners issues written acceptance of the Order including an Order Acknowledgement at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3.             Warners’ employees or agents are not authorised to make any representations concerning the Products and/or Services unless confirmed by Warners in writing.

2.4.             The Customer shall be responsible to Warners for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving Warners any necessary information relating to the Products within sufficient time to enable Warners to perform the Contract in accordance with its terms.

2.5.             The quantity, quality, description and specification of the Products shall be those set out in the Quotation or Order Acknowledgement issued by Warners, unless subsequently varied in accordance with clause 2.6 of these Conditions. In the event of any conflict between the Quotation and the Order Acknowledgement, issued by Warners, the provisions of the Order Acknowledgement shall prevail.

2.6.             Warners reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to Warners’ specification, which do not materially affect their quality or performance.

2.7.             The Customer acknowledges that any specifications made under the Contract in relation to the paper and/or the print colours to be used in the Products are for guidance purposes only and agrees that where, for whatever reason, Warners is unable to produce the Products in accordance with such specifications it shall be authorised by the Customer to produce the Products to such specifications that are as similar to the original specifications as is reasonably practicable.

2.8.             If, as a consequence of any alterations to the specifications of the Products in accordance with clause 2.6 above, the cost of the materials used by Warners is lower than the cost of the materials detailed within the Quotation or Order Acknowledgement then Warners may account to the Customer for such difference in cost and the Price may be reduced accordingly.

2.9.             Any Quotation shall not constitute an offer and is only valid for a period of 3 Business Days from date of issue.

2.10.         These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.11.         All of these Conditions shall apply to the supply of both Products and Services except where application to one or the other is specified.

2.12.         The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.13.         Any typographical, clerical or other error or omission in any Quotation, Order Acknowledgement, sales literature, price list, acceptance of offer, invoice or other document or information issued by Warners (other than a document created by Warners specifically for a Customer pursuant to the Contract) shall be subject to correction without any liability on the part of Warners.

3.                   CONTENT STANDARDS

3.1.             This clause 3 shall apply to any and all Products (including copy and proof for the Products) provided by the Customer for printing by Warners.

3.2.             The Customer shall:

3.2.1.                   In relation to the Products, ensure that any specifications or copy submitted to Warners:

3.2.1.1.              are accurate where they state facts;

3.2.1.2.              are genuinely held (where they state opinions);

3.2.1.3.              comply with all applicable laws in England and Wales and in any jurisdiction from which the Products originates;

3.2.1.4.              complies in all material respects with the Order.

3.2.2.                   co-operative fully with Warners in all matters relating to the Products;

3.2.3.                   obtain and maintain all necessary licences, permissions and consents which may be required for the Products before the Commencement Date;

3.3.             The Customer shall ensure the Product must not:

3.3.1.                   contain any material which is defamatory, libellous, fraudulent or misleading to any person;

3.3.2.                    contain any material which is obscene, offensive, hateful or inflammatory;

3.3.3.                    promote sexually explicit material;

3.3.4.                   promote violence;

3.3.5.                   promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

3.3.6.                    infringe any copyright, database right or trade mark of any other person;

3.3.7.                    be interpreted as likely to deceive any person;

3.3.8.                   be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

3.3.9.                    promote any illegal activity;

3.3.10.                threaten, abuse or invade another’s privacy, or cause annoyance, inconvenience or anxiety;

3.3.11.                be likely to harass, upset, embarrass, alarm or annoy any other person;

3.3.12.                be used to impersonate any person, or to misrepresent identity or affiliation with any person;

3.3.13.                give the impression that the Products emanate from Warners;

3.3.14.                 advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse include any representations that Warners endorses the Customer’s views, comments, opinion of the Products in any way.

3.4.             In the event of a breach of clauses 3.2 and 3.3, the Customer shall indemnify Warners against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Warners arising out of or in connection with any claim, complaint, dispute or return made against them.

3.5.             The Customer agrees that it will not refer to Warners within the Products without obtaining Warners’ prior written consent.

4.                   RIGHT TO REJECT OR REQUIRE AMENDMENTS

4.1.             Warners is under no obligation to review the contents of any Products and any such review of and acceptance by Warners shall not be deemed to constitute a confirmation by Warners that the Product is provided in accordance with the terms of the Contract nor shall it constitute a waiver of Warners’ rights hereunder.

4.2.             In addition, Warners shall have the absolute right without assigning any reason to reject the Products, if in its absolute discretion or it considers it is in breach of the content standards set out in clause 3 without any liability to the Customer in respect thereof.

4.3.             Notwithstanding clause 4.2 above, Warners shall be entitled to require the Customer to amend any Products for the purpose of complying with the content standards set out in clause 3 and the Order.

5.                   PRINT QUALITY AND QUANTITY

5.1.             Unless otherwise agreed in writing between the parties, the Customer shall be responsible for providing Warners with copy in the form of print ready PDFs at the commencement of the Contract.

5.2.             The Customer will be responsible for advising Warners of the suitability of the proofs submitted to Warner’s internal online portal (‘Insite System’) in writing within the Production Schedule.

5.3.              Time for communicating suitability of the proofs shall be of the essence in the Contract, and failure by the Customer to act in accordance with its obligations contained in this clause 5 shall constitute deemed acceptance of the proofs as submitted by Warners. Warners shall thereafter only be required to print Products  to the colour profiles and information within the pdfs submitted to the Insite System and approved by the Customer and the Customer shall have no claim whatsoever against Warners for any losses either directly or indirectly arising or of a consequential nature in the event the Customer considers the final Products to be unsatisfactory for the use to which the Products were intended to be put.

5.4.             Warners shall not, in the event of re-submission of the proofs to the Insite System, be liable for any losses arising of whatever nature in respect of any delay that may be caused to its subsequent obligations under the Contract as a result of this process.

5.5.             The Customer hereby acknowledges that any proofs approved by the Customer may differ from the final products provided due to a variation in the specifications of the product in accordance with clause 5.2 above.

5.6.             If the Customer fails to comply with its obligations as stipulated in clause 5.2 of these Conditions then Warners at its absolute discretion may carry out any process it deems necessary to enhance the quality of the proof, and shall be entitled to charge the Customer for all reasonable work undertaken and materials required to enhance the quality of the proof. In the event all reasonable efforts are unsuccessful, the Customer is still liable for the additional costs incurred by Warners.

5.7.             No provision of clause 5.6 shall be deemed to place an obligation upon Warners to produce proof of a higher quality than the proof(s) originally submitted to the Customer.

5.8.             In the event that the Customer waives its right to production of proof by Warners prior to proceeding to print, Warners shall use reasonable endeavours to ensure that the printed product is of a reasonable quality and fit for the purpose and market (if communicated to it by the Customer) for which the Customer intended it to be used. Provided Warners has used reasonable endeavours then it shall not, however, be liable to the Customer for any direct, indirect or consequential loss or damage (whether by loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever or howsoever arising in the event that the products printed by Warners are considered unsatisfactory for use by the Customer.

5.9.             Warners reserves the right to deliver or make available more or less than the quantity of Products within the Order and the Customer may not reject them (whereupon there shall be a pro rata adjustment in the Price, so that the Contract rate for each unit which is charged for, is the actual quantity delivered or made available):

5.9.1.                   subject to clause 5.9.3 in respect of work in one colour only, plus or minus 5%;

5.9.2.                   subject to clause 5.9.3 in respect of others, plus or minus 10% allowed for overs or shortages; or

5.9.3.                    in respect of quantities exceeding 60,000 units, plus or minus 8%.

5.10.         If Warners’ performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation under this clause 5 (Customer Default):

 5.10.1.                without limiting or affecting any other right or remedy available to it, Warners shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Warners’ performance of any of its obligations;

5.10.2.                Warners shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Warner’s failure or delay to perform any of its obligations as set out in this clause 5; and

5.10.3.                the Customer shall reimburse Warners on written demand for any costs or losses sustained or incurred by Warners arising directly or indirectly from the Customer Default.

6.                   QUALITY OF THE FINAL PRODUCT

6.1.             Subject to the provisions contained within the Conditions, Warners will use all reasonable endeavours to ensure the Products will substantially correspond with final proof at either the time of delivery or at the time which the Products are made available to the Customer.

6.2.             The Customer acknowledges that Warners will not be liable for any rubbing and marking issues in the following circumstances:

6.2.1.                   a heavy ink coverage is selected for the Order;

6.2.2.                   the material selected for the printing of the Product is either silk, matt, or uncoated paper;

6.2.3.                   a cover is printed sheet fed with a fifth colour on either silk or matt materials; or

6.2.4.                   a predominately white front or back cover is selected by the Customer for the Product on all paper types.

6.3.             Any claim by the Customer which is based on any defect in the quality or condition of the Products or their failure to correspond with proof shall (whether or not delivery is refused by the Customer) be notified to Warners:

6.3.1.                   on the date of delivery or the date on which the Products were made available to the Customer; or

6.3.2.                   alternatively, where the defect or failure was not apparent on reasonable inspection, within 7 days from the date of delivery or 7 days from the date when the Products were made available to the Customer.

6.4.             Any claim by the Customer which is based on loss or damage in transit or based upon non-delivery must be notified to Warners within 5 Business Days of delivery or in the case of non-delivery within 5 Business Days of expected delivery.

6.5.             Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specification is notified to Warners in accordance with these Conditions, Warners shall be entitled to reprint the Products or the part in question free of charge or, at Warners’ sole discretion, refund to the Customer the Price (or a proportionate part of the Price) but Warners shall have no further liability to the Customer, whether under contract, tort (including but not limited to negligence) or otherwise.

6.6.             Warners shall not be liable for the Products failure to comply with any obligations set out in clause 6.1 if:

6.6.1.                   the Customer makes any further use of such Goods after giving a notice in accordance with clauses 6.2 and 6.4;

6.6.2.                   any defect arising in the Product from fair wear and tear;

6.6.3.                   the defect arises because the Customer failed to follow Warners’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product or (if there are none) good trade practice regarding the same;

6.6.4.                   the Customer alters or repairs such Products without the written consent of Warners;

6.6.5.                   the Product differ from the proof as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.7.             These Conditions shall apply to any repaired or replacement Goods supplied by Warners.

7.                   PRICE

7.1.             The Price for the Contract shall be Warners’ quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Warners’ published price list current at the Commencement Date.

7.2.             Notwithstanding any other provision in these Conditions, Warners reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price to reflect any increase in the cost to Warners which is due to any factor beyond its reasonable control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the costs of labour, materials (which includes but is not limited to paper costs) or other costs of printing), any change in delivery dates, quantities or specifications for the Products which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Warners adequate information or instructions and the Price shall be deemed to be adjusted accordingly.

7.3.             The Customer acknowledges that Warners may order special materials in connection with an Order. Accordingly, Warners shall be entitled to charge the Customer for such special materials in the event of variation or cancellation of an Order, for whatever reason. Any such charges shall be added to Warners’s invoice and shall be payable by the Customer in accordance with this clause 7.

7.4.             The Price is exclusive of any applicable value added tax chargeable from time to time (VAT), which the Customer shall be additionally liable to pay to Warners. Where any taxable supply for VAT purposes is made under the Contract by Warners to the Customer, the Customer shall, on receipt of a valid VAT invoice from Warners, pay to Warners such additional amounts in respect of VAT as are chargeable on the supply of the Products or Services at the same time as payment is due for the supply of the Products or Services.

7.5.             The cost of pallets and returnable containers (collectively referred to as the “Containers”) will be charged to the Customer in addition to the Price, but full credit for the Containers will be given to the Customer provided they are returned undamaged to Warners before the due payment date.

7.6.             The cost of all preliminary work carried out by Warners to enable it to perform its obligations under the Contract shall be borne by the Customer and Warners reserves the right to invoice the Customer separately for such preparatory work.

7.7.              Without prejudice to the generality of the foregoing clause 7.6, the reasonable cost of any prototyping, drafting or experimental work carried out by Warners at the request of the Customer shall be borne by the Customer and Warners reserves the right to invoice the Customer separately for such work.

7.8.             Warners reserves the right to separately invoice the Customer for reasonable costs incurred by Warners in the application of any applicable processes to any copy supplied by the Customer that Warners reasonably believes necessary to enable it to substantially perform its obligations under the Contract.

7.9.             Unless otherwise agreed in writing between the parties or stated within the Quotation, the price quoted by Warners shall not include the cost of delivery of the Products. Warners therefore reserves the right to levy an additional charge to the Customer in respect of delivery, the cost of which may vary depending upon the location to which the Products are to be delivered.

7.10.         Warners reserves the right to charge additional delivery costs to the Customer in the event of expedited delivery being required.

7.11.         Warners reserves the right to separately invoice the Customer for reasonable costs incurred in storing any Customer’s property received prior to or during the Contract or remaining at Warners premises upon completion of the Contract. Customer property held at Warners premises after completion of the Contract is done so entirely at the risk of the Customer.

7.12.         The cost of any unallocated production space caused or contributed to by the Customer as a result of amendments, cancellation or termination to the Contract shall be passed on to the Customer.

8.                   TERMS OF PAYMENT

8.1.             Subject to any special terms agreed in writing between Warners and the Customer, the following terms of payment shall apply:

8.1.1.                   the Customer shall pay all amounts stipulated on Warners’ invoice in relation to the Contract, within 30 days of the date of Warners’ invoice (the “Due Date”), notwithstanding that delivery may not have taken place and the title in the Products has not passed to the Customer.  The time of payment of the invoice amount shall be of the essence of the Contract.  Receipts for payment will be issued only upon request; and

8.1.2.                   if the Customer fails to make any payment on the Due Date, then, without prejudice to any other right or remedy available to Warners, Warners shall be entitled to:

8.1.2.1.              cancel the Contract or suspend any further deliveries to the Customer;

8.1.2.2.              appropriate any payment made by the Customer, to such of the Products (or the products supplied under any other contract between the Customer and Warners) as Warners may think fit (notwithstanding any purported or actual appropriation by the Customer); and

8.1.2.3.              charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per cent per annum above Barclays Bank base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

8.2.             All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.                   DELIVERY

9.1.             Delivery of the Products shall be made by the Customer collecting the Products at Warners’ premises at any time after Warners has notified the Customer that the Products are ready for collection or, if some other place for delivery is agreed by Warners, by Warners delivering the Products to that place.

9.2.             Any dates quoted for delivery of the Products are approximate only and Warners shall not be liable for any delay in delivery of the Products howsoever caused.  Time for delivery shall not be of the essence unless previously agreed by Warners in writing.  The Products may be delivered by Warners in advance of the quoted delivery date upon giving reasonable notice to the Customer.

9.3.             If the Customer fails to take delivery of the Products or fails to give Warners adequate delivery instructions at the time stated for delivery, then without prejudice to any other rights or remedies available to Warners, Warners may:

9.3.1.                   store the Products until actual delivery and the Customer will be responsible for the reasonable costs (including insurance) of storage; or

9.3.2.                   sell the Products using any reasonably required methods and the Customer will be responsible for any shortfall below the price of the Contract and the price which Warners has realised as a result of such sale (minus the deduction of all reasonable storage and selling expenses). Sale of the Products pursuant to this clause shall not constitute a breach of the Customer’s Intellectual Property Rights.

9.4.             Any advice or recommendation given by Warners or its employees or agents to the Customer or its employees or agents as to the storage, application, or use of the Products which is not confirmed in writing by Warners is followed or acted upon entirely at the Customer’s own risk, and accordingly Warners shall not be liable for any such advice or recommendation which is not so confirmed.

10.               RISK AND PROPERTY

10.1.         Risk of damage to or loss of the Products shall pass from Warners to the Customer:

10.1.1.                in the case of Products to be collected from Warners’ premises, at the time when Warners notifies the Customer that the Products are available for collection;

10.1.2.                in the case of Products to be delivered away from Warners’ premises, at the time when Warners has delivered, or in the case of the Customer refusing to accept delivery, attempted to deliver the Products; or

10.1.3.                 in the case of Products to be delivered away from Warners’ premises by a courier or delivery service nominated by the Customer, at the time when Warners has delivered the Products to the nominated courier or delivery service.

10.2.         Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Conditions, the title in the Products shall not pass to the Customer until Warners has received in cash or cleared funds payment in full of the price of the Products, Services and all other charges for which payment is then due to Warners from the Customer.

10.3.         Subject to clause 10.4, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Warners receives payment for the Products under the Contract.  However, if the Customer resells the Products before that time:

10.3.1.                it does so as principal and not as Warners’ agent; and

10.3.2.                title to the Product shall pass from Warners to the Customer immediately before the time at which resale by the Customer occurs.

10.4.          Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold), Warners shall be entitled at any time to require the Customer to:

10.4.1.                by notice in writing, terminate the Customer’s right under clause 10.3 to resell the Products or use them in the ordinary course of its business; and

10.4.2.                deliver up the Products to Warners and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.  The Customer agrees to grant and procure all such licences as are required to enable Warners to effect its rights under this clause.

10.5.         The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Warners, but if the Customer does so all moneys owing by the Customer to Warners shall (without prejudice to any other right or remedy of Warners) forthwith become due and payable.

10.6.         In the event that the Customer requires items or services to be produced or undertaken in accordance with its own designs or processes then any material, drawings or documents or other items provided by the Customer to Warners to enable Warners to undertake its obligations under the Contract, shall remain the property of the Customer.  The Customer agrees to insure all such items against all applicable risks whilst in the possession (to include whilst in transit) of Warners.  Warners shall return the items to the Customer or make them available for collection by the Customer at the same time that the products are either delivered or made available for collection.  If the items are damaged or lost whilst in Warners’ possession, then the Customer agrees to claim under the Customer’s insurance policy for any losses which arise as a consequence, and the Customer agrees to waive any rights or claims which it has against Warners with respect to the loss or damage.

11.               INTELLECTUAL PROPERTY RIGHTS

11.1.         All Intellectual Property Rights in or arising out of or in connection with the Products or the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Warners.

11.2.         Warners grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to the Products (excluding materials provided by the Customer) for the purpose of receiving and using the Products or Services in its business.

11.3.         The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

11.4.         The Customer grants Warners a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Warners for the term of the Contract for the purpose of providing the Product or Services to the Customer.

12.               DATA PROTECTION

12.1.         The following definitions apply in this clause 12:

12.1.1.                Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

12.1.2.                Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

12.1.3.                Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

12.2.         Both parties will comply with all applicable requirements of the Data Protection Legislation.  This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

12.3.         The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Warners is the Processor.

12.4.         Without prejudice to the generality of 12.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Warners for the duration and purposes of the Contract.

12.5.         Without prejudice to the generality of clause 12.2, Warners shall, in relation to any Personal Data processed in connection with the performance by Warners of its obligations under the Contract:

12.5.1.                process that Personal Data only on the documented written instructions of the Customer unless Warners is required by Domestic Law to otherwise process that Personal Data.  Where Warners is relying on Domestic Law as the basis for processing Personal Data, Warners shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Warners from so notifying the Customer;

12.5.2.                ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

12.5.3.                ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

12.5.4.                not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

12.5.4.1.          the Customer or Warners has provided appropriate safeguards in relation to the transfer;

12.5.4.2.          the Data Subject has enforceable rights and effective legal remedies;

12.5.4.3.          Warner complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

12.5.4.4.          Warners complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

12.5.5.                assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.5.6.                notify the Customer without undue delay on becoming aware of a Personal Data Breach;

12.5.7.                at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

12.5.8.                maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and immediately inform the Customer if, in the opinion of Warners, an instruction infringes the Data Protection Legislation.

12.6.         Unless otherwise agreed in writing, the Customer does not consent to Warners appointing any third-party processor of Personal Data under the Contract.

12.7.         Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

13.               CONFIDENTIALITY

13.1.         Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.2.

13.2.         Each party may disclose the other party’s confidential information:

13.2.1.                to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and

13.2.2.                as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.         No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

14.               LIMITATION OF LIABILITY

14.1.         In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

14.2.         Subject as expressly provided in these Conditions, and except where the Products are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994) all warranties, conditions or other terms implied by statue, conduct, a course of dealings, common law or otherwise are excluded from the Contract to the fullest extent permitted by law.

14.3.         Warners expressly excludes its liability under the Contract for indirect, special, incidental or consequential loss or damage, or for loss of profit, business, agreements or contracts, revenue, goodwill, use or corruption of software, data or information, or anticipated savings.

14.4.         Notwithstanding any provision to the contrary, Warners does not limit or exclude its liability for death or personal injury to the extent only that the same arises as a result of the negligence of Warners, its employees, agents or authorised representatives. Warners does not limit or exclude its liability for fraudulent misrepresentations.

14.5.         Subject to clauses 14.3 and 14.4, Warners’ aggregate liability to the Customer under or in connection with the Contract for any costs, claims, expenses, damages (whether arising in contract, tort (including but not limited to negligence) or otherwise) is limited to 100% of the value of the relevant purchase order.

14.6.         Warners shall not be liable to the Customer in respect of any loss howsoever arising due to loss of or damage to any Customer’s property held by Warners during the Contract term.

14.7.          In the event that Warners is found liable for any physical property damage, Warners’ liability for each claim shall in no event exceed the insurance cover which Warners has available in respect of such physical damage.

14.8.         Details of Warners’ insurance cover in respect of any physical property damaged are available on request from time to time (including before entering into the Contract) for the Customer to satisfy itself that Warners’ limitations of liability are reasonable for its purposes.

14.9.         It should be noted that the liability which Warners assumes pursuant to these Conditions, is subject to the fact that where any one event or series of two or more connected events gives rise to more than one claim, that limit shall apply to all such claims as though they were a single claim.

14.10.      The Price has been calculated on the basis that Warners will exclude and limit its liability as set out in these Conditions and the Customer acknowledges that by submitting an Order they are responsible for insuring against and bearing any loss for which Warners has excluded or limited its liability in these Conditions and Warners shall have no further liability to the Customer.

14.11.      Warners has given commitments as to compliance of the Products and Services with relevant specifications in clause 5 and clause 6. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.12.      This clause 14 shall survive cancellation or expiry of the Contract.

15.               FORCE MAJEURE

15.1.         Warners shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Warners’ obligations in relation to the Products and Services if the delay or failure was due to any cause beyond Warners’ reasonable control. Warners shall in such circumstances be entitled at its option (to be notified in writing by Warners to the Customer) either to cancel any Contract to which these Conditions apply, or, without any liability to the Customer, to extend the time or times for delivery or otherwise performing its obligations under the Contract by a period at least equivalent to that during which such delivery or performance has been prevented or delayed by any such cause. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Warners’ reasonable control including but not limited to:

15.1.1.                act of God, explosion, flood, tempest, drought, earthquake, fire, accident or other natural disaster;

15.1.2.                epidemic or pandemic;

15.1.3.                terrorist attack, civil war, civil commotion or riots, war threat of or preparation for war, sabotage, insurrection, civil disturbance or requisition;

15.1.4.                nuclear, chemical, or biological contamination or sonic boom;

15.1.5.                acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

15.1.6.                import or export regulations, embargoes, or breaking off of diplomatic relations;

15.1.7.                strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Warners or of a third party);

15.1.8.                difficulties in obtaining raw materials, labour, fuel, parts or machinery;

15.1.9.                power failure or breakdown in machinery;

15.1.10.             defaults of suppliers or subcontractors to Warners; and

15.1.11.            any law or action taken by Government or public authority without limitation imposing and import/export restriction quota or prohibition failing to grant a necessary licence or consent.

16.               INDEMNITY

16.1.         The Customer acknowledges that Warners places particular reliance upon the provisions of these Conditions and in addition to any other remedy available to Warners, the Customer irrevocably and unconditionally agrees to indemnify Warners and its employees and agents in full and on demand and keep them so indemnified from and against all claims, demands, actions, proceedings and all damages, losses, costs and expenses (including legal and other professional advisers’ fees and all economic loss whether direct or indirect (including loss of profit, future revenue, reputation or goodwill and anticipated savings)) which are made or brought against or incurred or suffered by any of them directly or indirectly and whether wholly or in part resulting from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the entering into of this Contract and this indemnity shall cover all consequential and indirect losses suffered by Warners and its employees and agents and they shall have no duty to mitigate any such loss:

16.1.1.                the provision of the Products and/or Services by Warners in accordance with the Customer’s designs, drawings, specifications or other data or information furnished, or instructions given by the Customer; and

16.1.2.                where Products and/or Services are provided by Warners in accordance with the Customer’s designs, drawings, specifications or other data or information furnished or instructions given by the Customer, any claims that relate to any and all infringement of Intellectual Property Rights through the provision of the Products and/or Services;

16.1.3.                any breach(es) by the Customer of its obligations under the Contract; and

16.1.4.                any breach(es) by Warners of its obligations under the Contract or any other act or omission (including, without limitation, negligence) of Warners, its employees and agents in excess of the liability assumed by Warners under the Contract.

17.               INSOLVENCY OF CUSTOMER

17.1.         This clause applies if:

17.1.1.                the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

17.1.2.                an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

17.1.3.                 the Customer ceases, or threatens to cease, to carry on business; or

17.1.4.                Warners reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

17.2.         If Clause 17.1 applies, then without prejudice to any other right or remedy available to Warners, Warners shall be entitled to terminate the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Products have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

17.3.         Without prejudice to clause 16, Warners shall not be required to print any material which in its opinion is or may be of an illegal or private nature or an infringement of the proprietary or other rights of any third party.

18.               CANCELLATION

18.1.          No Order which has been accepted by Warners may be cancelled by the Customer except with the written consent of Warners and subject to the Customer indemnifying Warners in full against all liabilities, loss (including any direct, indirect or consequential losses, loss of profit and loss of reputation), costs (including the cost of all labour,materials used, and all other professional and legal costs and expenses), damages, charges (including all interest and penalties) and any other expenses that may be incurred by Warners as a result of the cancellation.

18.2.         In respect of a Contract for printing of periodical publications only and without affecting any other right or remedy available to it, either party may terminate the Contract upon the following notice periods:

the Customer acknowledges that these notice periods may vary if special materials have been purchased during the course of the Contract.

18.3.         In respect of clause 18.2, notice may be given at any time and must be made in writing. The printing of each periodical shall not constitute a separate Contract although Warners reserves the right to charge the Customer an appropriate proportion of the Price upon completion of the printing of each issue of the publication and the terms of clause 4 of these Conditions shall equally apply to Contracts relating to periodical publications as the same applies to any other Product or Services.

18.4.         If the Customer cancels or amends its Order or the Contract less than three weeks before the publication date, Warners shall be under no obligation to place where scheduled. Warners shall use reasonable endeavours to re-sell the production schedule to another party but shall be entitled to charge the Customer for the cost of any unfilled production space to the value of the Price to cover its costs and losses incurred as a result of cancellation by the Customer. Further, Warners shall have no liability to the Customer or otherwise in respect of un-sold production space for consequential amendments to an Order.

18.5.         On cancellation of the Contract:

18.5.1.                the Customer shall immediately pay to Warners all of Warner’s outstanding unpaid invoices and interest and, in respect of Services and Products supplied but for which no invoice has been submitted, Warners shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

18.5.2.                the Customer shall return all Products which have not been fully paid for. If the Customer fails to do so, then Warners may enter the Customer’s premises and take possession of them.  Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

18.6.         Cancellation or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of cancellation or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of cancellation or expiry.

18.7.         Any Condition of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

19.               GENERAL

19.1.         Notice

19.1.1.                Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and shall be:

19.1.1.1.          if delivered by hand or by pre-paid first-class post or other next working day delivery addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified.

19.1.1.2.           if sent by email to the addresses as nominated and provided for within the Order or the Contract.

19.1.2.                Any notice shall be deemed to have been received:

19.1.2.1.           if delivered by hand, at the time the notice is left at the proper address;

19.1.2.2.          if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

19.1.2.3.          if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

19.1.3.                This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.2.         Assignment and other dealings

19.2.1.                Warners may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

19.2.2.                The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Warners.

19.3.         Variations and Waiver

19.3.1.                The rights and remedies of Warners in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by Warners to the Customer, nor by any failure of, or delay by Warners in ascertaining or exercising any such rights or remedies.

19.3.2.                Any waiver of any breach of the Contract by Warners can only be made in writing. No waiver by Warners of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

19.4.         Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions in these Conditions and the remainder of the provision in question shall not be affected thereby.

19.5.         No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.6.         Entire Agreement

19.6.1.                The Contract constitutes the entire agreement between the parties.

19.6.2.                Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

19.7.         Third Party Rights

The Contract does not give rise to any rights under the Contract (Rights of Third Parties Act) 1999 to enforce any Conditions under the Contract.

19.8.         Governing Law

The Contract, Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with the laws of England.

19.9.         Jurisdiction

Both parties hereby irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim (including any non-contractual disputes) arising out of or in connection with the Conditions or the Contract.