Cambridge Publishers Ltd: Terms and Conditions Definitions: "CPL" shall mean Cambridge Publishers Ltd, its subsidiary and associated companies, all staff, agents and other persons authorised to act in the name of CPL and such subsidiary and associated companies, and all assigns and successors to the same "Work" shall mean all goods, services and other work to be carried out or supplied by CPL under this contract including but not limited to consultancy, editorial, design, reprographics, printing and distribution and shall apply equally to both services and goods including printed publications and web pages or any other form of electronic publications and editorial copy or any other goods supplied by CPL "Customer" shall mean the party that is placing an order for Work with CPL, including all staff, agents and other persons authorised by the Customer to act in the Customer's name "Writing" shall mean communication by letter, fax or email "Conditions" shall mean these terms and conditions and any changes agreed in Writing by an executive Director of CPL "Publication Brief" shall mean document QM.FM-004 issued by CPL under its quality management system describing the Work in operational detail and formally committing CPL to a price "Parties" shall mean CPL and the Customer together, each a "Party" "Contract" shall mean the Conditions as they apply to the Work and as supplemented by any Publication Brief "Sign Off" shall mean the formal acceptance and approval in Writing of Work by the Customer or by any of the Customer's duly appointed responsible project managers overseeing CPL's supply of Work and specifically authorised to Sign Off. For the avoidance of doubt, if the Customer wishes to specify which of its project managers may or may not Sign Off, it hereby undertakes to do so in Writing to CPL and well in advance of each and every specific occasion when Sign Off is required. Hence also "Signed Off". 1. Work is accepted by CPL on the understanding that the relationship between the Customer and CPL with regard to the Work shall be governed exclusively by the Contract, which except as described in 4. shall not exist until CPL has despatched to the Customer a Publication Brief describing and declaring a price for the Work, and that Publication Brief has been signed and returned to CPL by the Customer. Acceptance of the Publication Brief by the Customer shall signify that the Customer has read and understood both the Publication Brief and the Conditions, accepts that they together shall form the Contract governing the Work, and agrees to be bound by the Contract. The Publication Brief shall supersede and replace all previous estimates and quotes supplied by CPL to the Customer, whether delivered in writing or orally, and CPL shall not be bound by such previous estimates and quotes in any way whatsoever nor by any statements made in negotiations or discussions where such statements are not encapsulated in the Contract. 2. Where the Publication Brief or other quote or contract as described in 4. is at odds with the Conditions on a specific issue, the Publication Brief shall prevail. Where the Publication Brief is silent on an issue covered in the Conditions, the Conditions shall prevail. In all cases, the Contract shall prevail over any terms, conditions or other stipulations carried on a Customer's order form, purchase order, terms and conditions or other document relating to or purporting to relate to the Work. 3. Any typographical, clerical, or other error or omission in any Publication Brief shall be subject to correction without any liability on the part of CPL, which shall be entitled to issue a fresh Publication Brief for re-signing by the Customer. Where CPL reissues a Publication Brief, CPL shall not be bound in any way whatsoever by the superseded Publication Brief. 4. From time to time CPL may agree with a Customer a separate quote or contract in Writing and written either by the Customer or by CPL governing Work. Such quote or contract whether signed by the Customer or not shall have the same effect as a Publication Brief and shall therefore form part of the Contract in exactly the same way as the Publication Brief. 5. The Customer shall contract for the Work as principal and shall be liable under the Contract as principal except where it fully discloses to CPL in Writing and prior to the issue of the Publication Brief that it is acting as agent for a third party principal. If the Customer seeks for whatever reason to change its status from principal to agent during the lifetime of the Contract, it shall immediately inform CPL in Writing and if deemed necessary by CPL a fresh Publication Brief may be issued. If the Customer fails to declare at any stage that it is acting as an agent and not as principal then it hereby accepts full liability for all payments and responsibilities under the Contract, and the Customer's directors, owners or partners hereby accept personal liability without limit for all payments and responsibilities under the Contract and shall act personally and without limit as guarantors for such payments. 6. CPL undertakes to exercise reasonable care and skill in carrying out Work and to carry out Work to a standard compliant with relevant established professional standards current in the publishing industry. The Contract shall specify each and all of the tasks required to be performed by CPL to complete Work, and where the Customer asks or expects CPL to carry out tasks not specified in the Contract it hereby agrees to pay for them at the rate of £30 an hour plus materials, unless the Parties agree a different price and terms for so doing and confirm them in Writing on each and every occasion. 7. CPL shall not be liable or responsible and shall be held harmless and blameless by the Customer for any errors, technical problems, third party complaints, loss of quality, delays, costs, damages, losses or cancellations caused directly or indirectly or consequentially whether entirely or in part by the supply by the Customer or the Customer's staff or suppliers or by any third parties appointed or nominated or approved by the Customer of inadequate or unsatisfactory or legally unsafe or unfit for the purpose materials or content to be used in Work, including but not limited to editorial copy, information to be included in Work, advertisements, logos or illustrations, or by the late or insufficient supply of such materials or content by the Customer or the Customer's staff or suppliers or by any third parties appointed or nominated or approved by the Customer, or by the failure of the Customer or the Customer's staff or suppliers or by any third parties appointed or nominated or approved by the Customer to meet any dates, mileposts, timetables or other schedules agreed between the Parties, or by any late or unexpected or otherwise significant alteration to the extent or nature or content of Work by the Customer, or by the issuing to CPL of any inaccurate, incorrect or unreasonable operational instructions by the Customer or the Customer's staff or suppliers or by any third parties appointed or nominated or approved by the Customer. 8. CPL hereby undertakes to make all reasonable efforts to keep to dates, mileposts, timetables and other schedules relating to Work agreed between the Parties. Notwithstanding the former, CPL shall not except as otherwise specified elsewhere in the Contract be held liable for any failure to meet such dates, mileposts, timetables or schedules, and shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly or consequentially whether entirely or in part out of any delay in the completion of Work. 9. CPL shall not be held liable or responsible and shall be held harmless and blameless by the Customer for any errors, technical problems, third party complaints, loss of quality, delays, costs, damages, losses or cancellations caused directly or indirectly or consequentially whether entirely or in part by force majeure including but not limited to any failure, interruption or degradation of any third party telecommunications network or system or the Internet or any part of it, strike, lock out, labour disturbance, government action, riot, terrorist act or threat of such, armed conflict, incident involving pollution or environmental hazard or threat of such, accident, loss, fire, criminal act, epidemic, sickness, extreme of weather or event of nature, unavailability of raw materials or of normal means of transport, default or failure of CPL's suppliers or sub-contractors, Act of God or any other factor whatsoever beyond CPL's reasonable control. 10. Where Work involves printing, CPL hereby undertakes to use all reasonable efforts to shall ensure that the Work is carried out to a reasonable commercial standard such that the printed products are fit for the purpose for which they are intended, and where such a reasonable commercial standard has been reached the Customer shall be liable to pay for the Work in full and as described in the Contract. Where the Customer has concerns about the quality or properties of paper used for printing, it must specify in advance and via the Contract the stocks to be used, and may require CPL to supply samples of stocks prior to signing to help inform its decision. The Customer hereby accepts that printing as a mass production process may from time to time create blemishes or inconsistencies or minor faults in printed product and agrees that such blemishes or inconsistencies or minor faults shall not form a reason for non-payment in full and as described in the Contract for the Work. Where the Customer is particularly concerned about the final quality of a printed product or has a specific quality or other requirement for a printed product over and above a reasonable commercial standard, it shall so notify CPL on each and every occasion in Writing detailing its requirements and shall if requested by CPL attend the printing of the product at its own expense and Sign Off each element of the product at each stage including printing, binding, collation and packing. The Customer notes that printing as a mass production process may result in up to 5% overrun or underrun of copies, and that mailing activities may likewise incur wastage of printed product of up to 5%, and hereby accepts that it has been formally advised by CPL to specify a safety margin in the print run of 10% extra copies. Any reprinting or other costs, damages, losses or cancellations arising from the Customer's failure to specify such a printing safety margin shall be borne entirely by the Customer, which shall hold CPL harmless and blameless throughout. 11. Sign Off shall signify the acceptance without reservation by the Customer of full legal commercial and financial responsibility for the Work covered by the Sign Off and the Customer shall hold CPL harmless and blameless for any errors or omissions or shortfalls subsequently discovered howsoever and by whomsoever caused. As such, Sign Off shall also form a binding commitment by the Customer to pay in full and as described in the Contract for the Work so Signed Off. The Parties note that some Work may require more than one Sign Off as various stages of production are completed, and in such cases each Sign Off shall be treated as a complete and separate stage. 12. The prices laid out in the Contract shall remain fixed by CPL throughout the lifetime of the Contract except for any increases or extra charges specified in the Contract or otherwise as agreed by the Parties and confirmed in Writing or in the circumstances described in clause 6 and except for any increases in the price of paper used for printing which shall be properly documented to the Customer by CPL and passed on at cost only. 13. VAT shall be added to CPL's prices where and as required by law. 14. Credit terms may be offered by CPL to the Customer at CPL's entire discretion. CPL may from time to time freely adjust any credit terms set out in the Contract in the light of the Customer's payment or trading record, or as a result of ongoing credit checks or the taking up of trade or banking references provided that such adjustments are notified in Writing to the Customer by an Executive Director of CPL on each and every occasion. The Customer notes and hereby agrees that it may therefore be required to pay in full via cleared funds for Work prior to delivery of such Work, or may be required to make staged payments as Work completes each stage of production, or may be required to pay for materials such as paper in advance or to make part or full payment in advance of Work commencing in which case the Customer may freely elect to set up a properly administered escrow account using the services of a High Street UK bank of its choice. The adjustment or denial of credit terms by CPL shall not under any circumstances allow the Customer to vary or terminate or rescind or otherwise alter the Contract. 15. The Customer hereby agrees to pay CPL's invoices promptly via cleared funds within the credit terms being extended by CPL at the time of issuing of the invoice except as may be varied on a case by case basis and confirmed in Writing between the Parties, and hereby agrees that late payment without such prior agreement shall entitle CPL to charge interest on the sums due in accordance with the provisions of UK law and/or to suspend any or all Work being carried out or scheduled under the Contract (including Work other than that covered by the overdue invoice or invoices) without any penalty whatsoever until payment in full of all outstanding invoices is made and/or to alter credit terms as described in clause 14. 16. Where the Customer wishes to query or dispute part or all of an invoice issued by CPL, it must do so in Writing within seven days of receipt of the invoice. The Customer hereby agrees that if it fails to so notify CPL within the seven days then it must pay the invoice in full and within terms. Where only an element of an invoice is disputed, the payment of the remainder of the invoice must be carried out as described in clause 15. 17. Ownership in any element of Work, included Title in any printed goods supplied, shall not pass to the Customer until all payment for the Work concerned has been made in full to CPL. 18. Where the Customer seeks to reduce Work below the quantity or frequency described in the Contract for whatever reason, such that there is a quantifiable loss of revenue to CPL, then the Customer hereby agrees that unless otherwise agreed between the Parties and confirmed in Writing it shall within 30 days of such reduction pay compensation to CPL amounting to 25% of the total loss of revenue arising from such reduction across the entire remaining period of the Contract. Where the Customer cancels the Work altogether, unless otherwise agreed between the Parties and confirmed in Writing it hereby agrees that it shall pay CPL compensation of 25% of the total loss of revenue arising from such cancellation across the entire remaining period of the Contract or £5,000, whichever is the greater, plus any materials and third-party costs incurred or committed to by CPL at the time of cancellation, as well as settling all CPL invoices relating to Work completed or in progress at the time of cancellation. 19. CPL warrants that Work shall be to the standard described in clause 6. CPL's liability under this warranty shall be limited to repairing or redoing the relevant Work or to a refund of the price of the relevant element of the Work. 20. CPL hereby undertakes to maintain a recognised and valid professional indemnity insurance policy covering its activities on behalf of the Customer under the Contract, with a minimum cover of £1,000,000 per episode. A copy of the professional indemnity policy shall be furnished to the Customer for inspection should it so require. CPL's total liability to the Customer under or arising out of the Contract shall in any case be limited to the value of the Work described in the Contract and in no circumstances shall CPL be liable to the Customer for any consequential, indirect or economic loss or damages, or for any loss of profit, goodwill, revenue, business or anticipated savings. 21. The Customer shall be responsible for satisfying itself as part of Sign Off that all material published as part of Work is legally safe and commercially fit for publication in the territories where it is due to be distributed or viewed. For the avoidance of doubt, this responsibility includes deciding whether to seek expert legal opinion as to whether articles, photographs, advertisements or any other content whatsoever carried in any publication or other element of Work are legally safe to publish. Any failure by the Customer to so satisfy itself shall render the Customer liable to indemnify CPL and hold CPL harmless against all proceedings, claims, losses, costs (including professional fees), damages and expenses which may be incurred or suffered by CPL directly or indirectly or consequentially as a result of such failure. 22. If any part of the Contract or the Conditions is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from the Contract or the Conditions which will otherwise remain in full force and effect. 23. Either Party shall be entitled to terminate this Agreement immediately on giving 30 days' notice by Special Delivery or Registered Post ("Notice of Termination") to the other Party at its main place of business if: the other Party holds any meeting with or makes a composition or arrangement with its creditors or puts a proposal to its creditors for a voluntary arrangement for a composition of its debts or a scheme of arrangement; or the other Party has a supervisor, receiver, administrator, administrative receiver or other encumbrancer take possession of or appointed over or has any distress, execution or other process levied or enforced (and not discharged within seven days) upon the whole or any substantial part of its assets; or the other Party ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (ignoring any requirement in that section to prove a matter to the satisfaction of the court); or the other Party is presented with a petition for bankruptcy or has a meeting convened to consider a resolution for the making of an administrative order against it, or its winding up, bankruptcy or dissolution (other than for the purposes of a solvent amalgamation or reconstruction). If the Party sending the Notice of Termination be the Customer, it shall be entitled at once to receive all Work in progress together with all paper, hard copy and digital files associated with the Work relevant to the Contract, regardless of whether such Work has been paid for. If the Party sending the Notice of Termination be CPL, it shall be entitled to sell, take possession of, take ownership of, enjoy the perpetual benefit of, or otherwise dispose of Work in its possession or planned unless it has received by the end of the 30 days payment in full from the Customer or any supervisor, receiver, administrator, administrative receiver or other encumbrancer or agent working on behalf of the Customer or its creditors for all outstanding invoices including any fresh invoices for Work in progress but not yet completed and issued along with the Notice of Termination. 24. Each Party hereby undertakes not to disclose to any person or third party any confidential information relating to the business affairs, commercial and marketing intelligence of the other Party both during the period of the Contract and thereafter for a period of two years, with the exception of any information which is published or otherwise in the public domain. 25. The Contract in no way shall prevent or exclude CPL from seeking other Work of any kind whatsoever from third parties whether competitors of the Customer or otherwise except as shall be specifically described elsewhere in the Contract. 26. The Contract shall be binding upon and shall inure to the benefit of each Party's successors and assigns. 27. The Contract is not intended to benefit any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded in full. 28. No failure or delay by either of the Parties in exercising any right, power or privilege under this Contract shall operate as a waiver thereof nor shall the single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. 29. The Contract may be terminated immediately in the event of either Party committing a clear material breach of any of the provisions of the Contract which it fails to remedy to the reasonable satisfaction of the other Party within 30 days of receiving a written notice sent to the other Party's main place of business by Special Delivery or Registered Post giving particulars of the breach and a description of the reasonable remedy required to repair the breach. If the Party accused of committing a clear material breach does not agree that such breach has occurred, it may within the 30 day period require that the dispute be taken to the Centre for Effective Dispute Resolution for arbitration, and the Parties hereby agree that they shall each be bound by any such arbitration and that they shall each bear their own costs arising from this process. 30. The Contract and the Conditions shall be governed by and interpreted according to the Laws of England and Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.