Terms and Conditions
The following legal policies are listed below
Quantum Digital terms and conditions
job applicant privacy notice
terms and conditions
in these terms and conditions the following shall mean:-
“charges” means any charges, fees or other remuneration (excluding value added tax) payable by the client to the company for services and/or goods specified in the contract.
“client” means the company and/or individual specified in the contract.
“company” means Quantum Digital Limited.
“conditions” means these terms and conditions as amended in accordance with the provisions of clause 2b).
“contract” means any contract between the company and the client whereby services and/or goods are provided by the company to the client, on these conditions.
“data protection legislation” means up to but excluding 25 may 2018, the data protection act 1998 and thereafter (i) unless and until the gdpr is no longer directly applicable in the uk, the gdpr and any national implementing laws, the regulations and secondary legislation, as amended from time to time, in the uk and then (ii) any successor legislation to the gdpr for the data protection act 1998.
“deliverables” means all promotional materials including all copy, layouts, artwork, storyboards, script, presentations, drawings, documents, charts, graphics, photographs, films and/or other materials created or produced by or on behalf the company for the client in the course of providing the services, on any media.
“force majeure event” has the meaning given to it in clause 13.
“goods” means any goods, materials or products provided by the company to the client pursuant to a contract.
“intellectual property rights” means patents, rights to inventions, copyright and related rights,
moral rights, trade marks, business names and domain names, rights in get-up, goodwill and
the right to sue for passing off, 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 company’s order acknowledgement form as completed by the client.
“promotion” means a marketing promotion prepared by the company for the client.
“services” means any services, including the deliverables and any presentation or proposal,
supplied by the company to the client pursuant to a contract.
a) these conditions are, subject to the terms of this clause 2, the sole terms and
conditions upon which the company supplies the goods and services and carries on
its business. they shall govern all offers, estimates, quotations, acceptances,
contracts and other transactions between the company and the client, to the
exclusion of all other terms and conditions including those of the client provided that
where in performing the contract by the provision of goods, the terms of trading of
the suppliers of goods, including any guarantees and warranties shall apply to the
supply of such goods.
b) these conditions may only be varied with the express written consent of a board
director of the company and are deemed accepted by the client by virtue of their
inclusion in any document forming part of the contract and automatically take effect
from the commencement of any services to be performed or goods to be delivered
pursuant to the contract.
c) no estimate or other proposal (in whatever form) given by the company or by any of
its duly appointed agents constitutes an offer. all orders accepted by the company
are subject to these conditions.
d) these conditions embody the entire agreement and understanding of the parties and
supersede all other contracts, representations or undertakings in respect of a
contract and the goods and services to be provided pursuant to such contract.
e) if the company has provided in any estimate, quotation or any contractual document
any drawing, photographs, illustrations, specifications, statistics, data or descriptive
matter relating to the services and goods to be provided, the same shall be taken as
an estimate only. they do not constitute a description of the services or goods, shall
not be taken to be representations made by the company and are not warranted to
be accurate. the client acknowledges that the sale of the goods is not a sale by
3 approval and authority
a) the conclusion of a binding contract pursuant to clause 2 shall constitute the client’s
authority for the customer to proceed to the preparation of the deliverables.
b) the company shall submit the deliverables together with any further or revised
estimates of the costs applicable to a promotion to the client for specific approval.
c) the client’s written approval of the deliverables and estimates referred to in clause 3 b) shall be the company’s authority to proceed with the promotion to the extent agreed to by the client.
4 delivery of goods
a) the company shall ensure that each delivery of goods is accompanied by a delivery
note which shows the date of the order, the type and quantity of the goods and
special storage instructions (if any).
b) if the contract between the company and the client specifies a time and date for the
delivery of the goods, such time and date are approximate only. time and date of
delivery is not of the essence and the company shall not be liable for any delay in the
delivery of the goods that is caused by a force majeure event or by the customer’s
failure to provide the supplier with adequate delivery instructions or any other
instructions that are relevant to the supply of the goods.
c) should expedited delivery or performance be agreed by the company and
necessitate overtime or other additional cost, an additional charge shall be payable by
d) in the event of any delay by the company to deliver the goods, the company shall
not be liable for any indirect or consequential loss or damage suffered by the client
(including loss of profit or the increased costs of any promotion) and the client shall
not be entitled to rescind the contract or any part thereof in the event of any delay.
e) the company shall not be liable for any loss or damage incurred by the client or the
increased costs of a promotion which:-
(i) result from any circumstances which are the client’s responsibility under the
(ii) arise from any omission or error in any copy or other material which has been
approved by the client; or
(iii) otherwise arise in the absence of negligence on the part of the company; or
(iv) arise for reasons outside the company’s direct control, whether or not due to
the company’s negligence.
the client shall not be entitled to rescind the contract or any part thereof in such
f) the client shall not be entitled to reject the delivery of goods by reason only of
shortfall in or excess numbers of items delivered.
g) in relation to deliveries of goods made directly to the client or its nominee, advice of:
(i) damage, delay or partial loss of goods in transit; or
(ii) of non-delivery of goods; or
(iii) delivery of goods not complying with the description ordered under the
must be given in writing to the company within seven clear days of delivery (or in the
case of non-delivery within seven clear days of the date when delivery was due). any
claim in respect thereof must be made in writing to a director of the company within
fourteen clear days of delivery (or in the case of non-delivery within 14 days of the
date when delivery was due).
h) all other claims must be made in writing to the company within ten days of delivery.
the company shall not be liable in respect of any claim unless the aforementioned
requirements have been complied with.
i) the company shall not be liable for any warping or distortion of cardboard paper
goods and plastic (being hygroscopic materials subject to variations in temperature
and humidity both natural and artificial) and the company shall not be liable for any
variance in the quantities of goods (being stationary or printed material) which does
not exceed 10% of the quantity ordered nor for any shortage of loose sheets.
5 terms as to quality of goods
a) the company shall take all reasonable steps to ensure that the goods supplied will
be of a standard appropriate to the purpose for which the goods are to be used and
which have been notified to the company by the client in writing, provided that where
the goods are obtained from a third party, the goods are supplied on the basis of the
disclaimers and warranties which govern supplies from such third party.
b) all other conditions and warranties, express or implied by common law, statute or
otherwise are hereby expressly excluded and subject to clause 14, the company
shall have no liability for any loss of whatsoever description suffered by the client by
reason of any breach or alleged breach of any contract by the company, or by
reason of its negligence (or that of its sub-contractors).
c) the company shall not be liable for a failure to comply with its obligations under
clause 5a) or otherwise concerning the quality of the goods if:
(i) the client does not notify the company of the defect as soon as is reasonably
possible and in any event within the period specified in clauses 4g) and 4h)
(immediately confirming in writing any oral notification);
(ii) the client makes any further use of the goods after giving notice in accordance
with clauses 4g) and 4h);
(iii) the client alters or repairs such goods without the written consent of the
(iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions ;
(v) the client is provided a reasonable opportunity to inspect all goods delivered;
(vi) the customer (if requested to do so by the company) returns such goods to
the company at the company’s costs; and
(vii) there is a reason to believe that the defect is a result of damage in the course
or delivery by a carrier engaged by the company the conditions as to
notification required hereby shall also require equivalent notice to the carrier.
6 supply of services
a) the company shall supply the services to the client in accordance with the terms of
b) the company shall use all reasonable endeavours to meet any performance date for
the services as agreed between the parties, but any such dates shall be estimates
only and time shall not be of the essence for the performance of the services.
c) the company warrants to the client that it will provide the services using reasonable
care and skill.
d) due to the nature of the services provided by the company, the company shall have
no liability to the client for any loss, damage, costs, expenses or other claims for
compensation arising from any research information provided (if any) to the client by
the company under the contract which is incorrect or inaccurate as a result of the
size of the sample groups used or inaccurate responses and the client shall rely on
any statistical information provided by the company to the client at the client’s own
7 obligations of the client
a) the client shall inform the company forthwith:
(i) if any claim, statement or representation in any promotion to be carried out is,
will be, or is likely to be deemed defamatory, in breach of copyright or
otherwise constitutes a violation or infringement of the rights of any person, firm
or company or in breach of the terms of any act or provision of the law or is in
any other way unlawful; or
(ii) if any claim or trade description in any work comprised in the services and/or
the goods and submitted by the company to the client for approval is false or
b) the client shall ensure that all information concerning the client’s products or
services required by statute or otherwise to be displayed during a promotion is
displayed in accordance with such legislation, and shall be responsible for ensuring
the legality of all promotional or other materials prepared on behalf of the client by the
company or its agents.
c) the client shall be responsible for the selection or approval of goods to be used in
any promotion and shall ensure that all such goods are entirely suitable for that type
of promotion. the company shall not be liable for any loss incurred by the client as a
result of any use made of the goods for any purpose other than the purpose for which
the goods are designed.
d) the client shall, prior to any printing or publication or of any use being made by the
client of any services and/or goods provided to the client by the company,
(i) approve in writing all such services and/or goods; and
(ii) confirm in writing that the services and/or goods are accurate and conform to
the terms of the contract.
e) the client shall treat in complete confidence any conceptual work provided by the
company. any implementation by the client of a concept or any part of a concept
presented by the company without the appointment of the company by the client
shall be a breach of these conditions and the client agrees that it shall pay to the
company as liquidated and ascertained damages a fee of 15% of the total
expenditure above and below the line of the concept implementation and any linked
activity incurred by the client in exploiting such concept.
f) the client shall obtain and maintain all necessary licences, permissions and consents
which may be required for the services before the date on which the services are to
g) the client undertakes to the company that it shall not at any time directly or indirectly
solicit or endeavour to entice away from the company any director, employee or
consultant of the company or employ any former director, employee or consultant of
h) the client shall ensure that all the deliverables as part of the services comply with all
relevant laws and do not breach the laws relating to financial services or any code
applicable to the client’s business and the client shall indemnify the company for any
loss suffered in connection with the same.
i) if the company’s performance of any of its obligations under the contract is
prevented or delayed by any act or omission by the client or failure by the client to
perform any relevant obligation (client default):
(i) without effecting any other right or remedy available to it, the company shall
have the right to suspend the performance of its obligations under the contract
until the client remedies the client default, and to rely on the client default to
relieve it from the performance of its obligations in each case to the extent the
client default prevents or delays the company’s performance of any of its
(ii) the company shall not be liable for any costs or losses sustained or incurred by
the client arising directly or indirectly from the company’s failure or delay to
perform any of its obligations as set out this clause 7i); and
(iii) the client shall reimburse the company on written demand for any costs or
losses sustained or incurred by the company arising directly or indirectly from
the client default.
a) the company shall provide the services and goods in accordance with the contract
and the client shall pay the charges specified thereon. the charges set out in an
order are an estimate only and the client agrees to pay the actual costs incurred by
or payable to the company in performing the contract. the company shall use its
best endeavours to perform the contract in compliance with estimated charges. in
addition to the charges, the client shall pay for any additional expense not provided
for in the contract and incurred by the company as a result of variations or alterations
to the services and/or goods (or the termination thereof in accordance with clause 18)
requested by the client and to which the company agrees.
b) the company shall invoice the customer upon signature by the client of the order
50% of the known and quoted costs, which shall be payable within 7 days by the
client. the company shall invoice the client for the balance due and payable upon
commencement of the services or the delivery of the goods, unless otherwise
explicitly agreed and set out in the order acknowledgement form. any advance
payments agreed between the company and the client shall be non-refundable.
c) if the client requires services and/or goods other than those specified in the contract
to be provided by the company such services and/or goods shall be the subject to
d) all work produced whether experimental, preliminary or otherwise at the client’s
request will be charged for and the client agrees to accept such charges.
e) the client shall reimburse the company all travelling and out-of-pocket expenses
incurred in the performance of the services and the provision of goods.
f) all charges and any additional costs payable by the client are quoted exclusive of
value added tax and any other tax or duty which may be payable thereon from time
to time. the client agrees that it shall pay value added tax and other taxes to the
company in respect of the charges.
g) the company shall have the right to invoice the client in advance or from time to time
for any services and/or goods to be provided by the company. if a supplier of goods
or services to the company requires payment in advance or at various stages of
production, the client shall pay interim invoices in respect of such goods or services
immediately on presentation by the company of such charges. the company is
entitled to retain all commissions received by it in the purchase of goods and
services made on behalf of the client.
h) charges are strictly net unless otherwise agreed and payment of the same shall
(subject to sub clause 8b) and 8g)) be made in full (without any set off deductions or
withholdings whatsoever) within 30 days from the date of the invoice.
i) if any sum owing to the company by the client on any account whatsoever is not paid
on its due date or if the company otherwise becomes reasonably dissatisfied with the
client’s credit standing, the company may (without prejudice to any other rights or
remedies it may have) suspend the performance of its obligations under the contract
until such time as arrangements are made which are satisfactory to the company.
j) time of payment shall be of the essence. if any payment that is to be made under the
contract by the client to the company is not made by the due date, interest will be
chargeable thereon (after as well as before judgement) on a day to day basis at a rate
equivalent to an annual rate of 4 per cent above the barclays bank plc base rate
from time to time until the sum due is paid in full and without prejudice to any other
rights of the company.
k) the company may vary the charges (and the client will accept such variations) to
reflect any increase in the costs (whether direct or indirect) incurred by the company
in the production or procurement and supply of services or goods between the date
of the company’s estimate and the date on which such services are performed
and/or goods delivered.
the goods and all physical deliverables shall be at the risk of the client from the time at
which they leave the company’s premises for delivery to the client or its nominee or agent
and the client shall be responsible for insuring the goods from that time.
the goods and all physical deliverables are sold subject only to such conditions as to title as
are implied by statute.
11 passing of property
a) until such time as the client has paid all sums due to the company in respect of the
goods, all right and title and property in the goods shall remain in the company and
the client will hold the goods as the company’s bailee and fiduciary agent.
b) until all right and title and property in the goods have passed to the client, the client
(i) store the goods separately from all other goods held by the customer so that
they remain readily identifiable as the company’s property;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating
to the goods;
(iii) maintain the goods in satisfactory condition and keep them insured against all
risk for their full price on the company’s behalf from the date of delivery;
(iv) notify the company immediately if it becomes subject to the events listed in
clause 18a)(i); and
(v) give the company such information relating to the goods as the company may
require from time to time.
c) title to all physical deliverables prepared for the client by the company shall pass to
the client upon payment of all sums due to the company in respect of the relevant
d) the client shall return on demand to the company all goods not paid for in full within
two months of delivery.
12 general lien
the company shall, in respect of all unpaid debts due from the client, have a general lien on
all goods and property belonging to the client in the company’s possession and shall be
entitled on the expiration of 14 days’ notice to dispose of such goods or property as it thinks fit
and to apply the proceeds towards such debts.
13 force majeure
neither party shall be in breach of the contract nor liable for delay in performing or failure to
perform, any of its obligations under the contract if such delay or failure results from events,
circumstances or causes beyond its reasonable control.
14 limitation of liability
a) nothing in the contract limits any liability which cannot legally be limited, including
(i) death or personal injury caused by negligence;
(ii) fraud or fraudulent misrepresentation; and
(iii) breach of the terms implied by section 12 of the sale of goods act 1979 or
section 2 of the supply of goods and services act 1982 (title and quiet
b) subject to clause 14a), the company’s total liability to the client shall be limited to the
total amount of fees paid by the client under the contract in respect of goods and/or
services, less the total amount which is recovered (or capable of recovery) by the
client from any third party in respect of that loss or damage. the company’s total
liability includes liability in contract, tort (including negligence), breach of statutory
duty, or otherwise, arising under or in connection with the contract.
c) subject to clause 14a), the following types of loss are wholly excluded:
(i) loss of profits.
(ii) loss of sales or business.
(iii) loss of agreements or contracts.
(iv) loss of anticipated savings.
(v) loss of use or corruption of software, data or information.
(vi) loss of or damage to goodwill.
(vii) indirect or consequential loss.
d) the terms implied by sections 13 to 15 of the sale of goods act 1979 and sections 3
to 5 of the supply of goods and services act 1982 are, to the fullest extent permitted
by law, excluded from the conditions.
e) this clause 14 shall survive termination of the contract.
a) the company shall treat in complete confidence all the marketing and sales
information and statistics and data supplied by the client and (save with the prior
consent of the client) shall not (whether before or after termination of the contract)
disclose any confidential information supplied to it by or on behalf of the client in
connection with any contract for services and/or goods for which payment in full has
been received by the company.
b) notwithstanding the provisions of clause 15a) above the client acknowledges the
right of the company to use as it thinks fit such general marketing or advertising
intelligence in the field relating to and obtained as a result of the supply of the
services or goods to the client.
16 intellectual property rights
a) the intellectual property rights in all deliverables supplied by the company to the
client for the purposes of any contract shall remain with the company unless a
director of the company gives express agreement to the contrary in writing provided
always that where the aforesaid intellectual property rights are vested in a third
party, such intellectual property rights shall remain with that third party.
b) the company grants to the client, or shall procure the direct grant to the client of, a
fully paid-up, non-exclusive, royalty-free non-transferrable licence to copy and use the
deliverables for the purpose for which it was supplied by the company to the client
under a contract.
c) the company will retain the intellectual property rights in any material or service
contained in any presentation made to the client in competition with any other person.
d) if following a presentation a contract is not made between the client and the
company or on the termination of a contract, the intellectual property rights in and
physical ownership of any advertising plans and ideas prepared by the company shall
remain vested in the company and shall not thereafter be used by the client
regardless of whether or not the physical embodiment of any creative work is in the
possession of the client whether in the form of copy, artwork, plates, films or
otherwise and the client shall makes those available for collection by the company.
e) the company shall retain the intellectual property rights in all transparencies
supplied by the company to the client for the purposes of any contract and the client
shall be liable and reimburse the company for any loss or damage whatsoever
caused to any of those transparencies so lent to it.
f) the company will keep in its care all sales promotion materials entrusted to it by the
client and forthwith upon completion of the provision of the services the company
shall be entitled to destroy or otherwise dispose of all such material left in its custody.
g) the client grants the company a fully paid-up, non-exclusive, royalty-free nontransferrable
licence to copy and modify any materials provided by the client to the
company for the terms of the contract for the purpose of providing the services to the
company. the client shall indemnify the company against any loss or damage
arising out of an infringement of any rights of any third party as a result of the
company exercising its rights under any licence granted to it by the client in
accordance with this clause 16g).
h) all lithographic reproduction work including, without limitation, positives, negatives
and plates will remain the property of the company.
i) the client shall not sub-licence, assign or otherwise transfer the rights granted by
j) the company shall notify the client promptly on becoming aware of any actual or
threatened claim against the client by any third party in connection with the
deliverables and the services (or the use of the latter by the client or any of its
licensees), in each giving full details of that unauthorised use and/or claim.
17 data protection and data processing
both parties will comply with all applicable requirements of the data protection legislation.
this clause and any further data processing agreement to be entered into by the parties is in
addition to, and does not relieve, remove or replace, a party’s obligations under the data
a) notwithstanding anything to the contrary express or implied elsewhere in the contract
the company (without prejudice to its other rights) may at its sole discretion either
terminate the contract forthwith or suspend the provision of the services and/or
delivery of the goods until further notice on notifying the client to that effect in writing
in the event that one or more of the following occurs namely:-
(i) a liquidator (other than for the purposes of amalgamation or reconstruction)
trustee in bankruptcy, administrator, receiver, administrative receiver or
receiver and manager is appointed in respect of the whole or any part of the
assets and/or undertaking of the client or the client enters into any
arrangement or composition with its creditors or any similar appointment,
arrangement or composition is made under any applicable law; or
(ii) the client fails to make any payment due to the company under the contract
by the due date or is otherwise in substantial breach of any of the terms of the
b) the client shall only be entitled to cancel or terminate the contract with the prior
written consent of a director of the company.
c) upon termination (whether of whole or part) of the contract by the client, the client
shall pay the company the following amounts:
(i) in the event of such termination by the client during the period 8 weeks or more
prior to the relevant date for the provision of the services and/or delivery of the
goods, 30% of the quoted costs of people, 50% of the quoted management fee
and all such other costs and expenses suffered or incurred by the company in
respect of the contract; or
(ii) in the event of such termination by the client during the period less than 8
weeks but more than 4 weeks prior to the relevant date for the provision of the
services and/or delivery of the goods, 50% of the quoted costs of people, 75%
of the quoted management fee and all such other costs and expenses suffered
or incurred by the company in respect of the contract; or
(iii) in the event of such termination by the client during the period 4 weeks or less
prior to the relevant date for the provision of the services and/or delivery of the
goods, 100% of the quoted costs of people, 100% of the quoted management
fee and all such other costs and expenses suffered or incurred by the company
in respect of the contract.
d) the termination of the contract shall not affect the provisions of the contract that are
expressed to operate (or have effect) thereafter.
19 the company and third parties
a) the company shall act as a principal at law only in those contracts with third parties
where it has notified the client that it is so acting. subject thereto, the company shall
act as agent of the client in all contracts with third parties in performing this contract.
b) where the company recommends a supplier (whether a printer, handling house,
haulier, warehouse keeper or otherwise) in connection with the provision of the
services and/or goods under the contract, the client shall satisfy itself as to the
suitability of such supplier and the company shall not be liable to the client for any
costs or losses incurred by the client which result from a failure caused by the actions
or defaults of any approved third party.
20 advertising standards
in order to satisfy the requirements of the advertising standards authority, the british code of
advertising practise, the british code of sales promotion practise, the code of the
association of mail order publishers, the code of the british direct marketing association and
other codes of advertising standards laid down voluntarily within the advertising and sales
promotion industry to ensure that all advertising placed by the company is legal, decent,
honest and truthful and in order to satisfy any statutory requirements and in the interests of
the client, the company and the public, the client agrees to supply the company immediately
with objective factual evidence, if so required, in support of any product claims or services
claims the client wishes the company to make in the services or goods. whereas the
company will use its reasonable endeavours to comply with the aforesaid codes and any
other relevant codes, rules or statutes, it shall be the client’s ultimate responsibility to ensure
the client shall not transfer or assign in whole or in part its right or obligations under the
contract without the prior written consent of the company.
the company may sub-contract the performance of the contract or any part thereof.
any notice to be given hereunder shall be in writing and be deemed to have been properly
given if served personally by the party giving notice or if sent or delivered to the party
concerned by pre-paid recorded delivery letter, telex, cable or facsimile transmission at its
address specified in the contract or such other addresses as that party may from time to time
notify in writing to the other party. any notice personally delivered to such address shall be
deemed to have been given on the date of such delivery. any notice sent by pre-paid
recorded delivery post shall be deemed to have been given 48 hours after posting and notice
by telex, cable or facsimile shall be deemed to have been served when the same would first
be received in normal business hours in the ordinary course of transmission
24 applicable law
a) the construction, validity and performance of the contract shall be governed by
english law and client and the company submit to the exclusive jurisdiction of the
b) if any provision of these terms and conditions of business shall to any extent be
invalid illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired and each of the provisions of
these terms and conditions shall be valid, legal and enforceable to the fullest extent
permitted by law.
the headings in these terms are for convenience or reference only and do not affect the
interpretation of any clause.