1.1 In these conditions:
‘CLIENT’ means the person named on the Order Sheet for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions and shall include their respective successors in title to substantially the whole of their respective undertakings.
‘CONTRACT’ means the contract for the provision of the Specified Goods and Service.
‘DOCUMENT’ includes, in addition a document in writing, any map plan, graph, drawing or photograph, any film, negative, tape, or other devise embodying visual images and any disc, tape or other devise embodying any data.
‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Client relating to the Specified goods or service.
‘OUTPUT MATERIAL’ means any documents or printed materials, and any data or other information
‘ORDER SHEET’ means the sheet to which these Conditions are appended.
‘SPECIFIED SERVICE’ means the Goods and Services to be provided by the Supplier for the Client and referred to in the Order Sheet.
‘SUPPLIER’ means Ganda Media Limited registered in England under number 6204624 and shall include its permitted assignees.
‘SUPPLIER’S STANDARD CHARGES’ means the charges shown in the Supplier’s brochure or other published literature or electronic literature relating to the Specified Goods or Service.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2. SUPPLY OF SPECIFIED GOODS AND SERVICES
The Supplier agrees to design, print, insert and distribute the Promotion Materials (“the Services”) for The Client as follows:
(a) Take receipt of the Promotion Materials, or design the Promotional Materials according to the Instructions on the Order:
(b) Print the Promotional Materials according to Instructions on the Order;
(c) Insert the Promotional Materials or products according to the Instructions on the Order:
(d) Distribute the Promotional Materials at the Venues specified on the Distribution schedule
(e) Use its best endeavors in carrying out the Services and to ensure that the Services are carried out in a responsible professional and courteous manner in order to market as effectively as possible the events venues, products or services featured in the Promotion Materials.
(f) The client shall at its own expense supply the Supplier with all necessary Documents and other materials, and all necessary data or other information relating to the Specified Goods or Service in accordance with the Order. The Client shall insure the accuracy of all Input Material and will be responsible for proofing Material for any errors or emissions.
(g) The Client shall at its own expense retain duplicate copies of all Input Material and insure against accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused and the Supplier shall not be responsible for returning Material.
3. ORDER FOR WORK
(a) No contract shall exist between the Supplier and the Client until the Supplier has accepted an Order from the Client by verbal agreement, facsimile, email or post to the relevant employee
(b) The Supplier shall lay out specifications of an order in a quotation which will be valid for 30 days unless otherwise specified any order without a quotation shall be charged at the Suppliers published prices.
(c) Any changes to an Order must be agreed between the Supplier and the Client before any work has commenced.
(d) Cancellation of an Order will be subject to a cancellation fee and any other applicable charges.
(e) Payment must be received in full for an Order before the Order will commence unless a formal account has previously been set up.
4. SUB-CONTRACTING AND ASSIGNMENT
(a) Ganda Media Ltd. may assign the benefit and burden of its rights and obligations resulting from this contract to any third party.
(b) The Designer, Distributor or Printer may not without Ganda Media’s consent sub-contract, assign, transfer or in any other manner make over the benefit and/or burden of its rights and obligations hereunder to any third party. Notice of a proposed assignment by the Designer, Distributor or Printer must be given to Ganda Media Ltd.
5. STANDARD CHARGES
(a) Subject to any special terms agreed, the Client shall pay the Supplier’s Standard charges and any additional sums which are agreed between the Supplier and the Client for the provision of the specified Goods or Service, or which in the Suppliers sole discretion, are required as a result of the Clients instructions or lack of instructions in the inaccuracy of any Input Material or any other cause attributed to the Client.
(b) The Suppliers Standard Charges and all other costs will be laid out in an invoice to the Client. Any query with regards to Suppliers charges must be raised with the Supplier within 30 days of the invoice tax date.
(c) The Client must pay the Supplier within the credit terms laid out on the invoice, and without any set-off or other deduction. Clients without a formally set up account with the Supplier must pay the Supplier in full before commencement of an Order.
(d) Failure to pay the Supplier within the given Terms shall result in immediate removal of any credit facilities and may result in legal action being pursued with interest being charged at the current rate. Any invoice outstanding beyond the given terms may be referred to Daniels Silverman Ltd or equivalent, and will be subject to a further surcharge of 15% plus VAT to cover the collection costs incurred. This surcharge together with all interest, other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.
(e) Ganda Media Ltd shall be able to change the suppliers’ Standard charges from time to time and shall be laid out in the Suppliers current pricing documentation.
(f) All charges quoted to the Client for the provision of the specified Goods or Service are exclusive of Value Added Tax, for which the Client shall be additionally liable at the applicable rate.
(g) Unless previously confirmed by the Supplier in writing, agree that any director or shareholder of the Client with greater than 10% stake be held personally liable for any and all outstanding charges.
(h) All payment shall be first attributed to overdue invoices, oldest first. Client may only specify order of payment when there are no overdue invoices on the account.
The property and any copyright or other intellectual property rights in:
(a) Any Input Material shall belong to the Client.
(b) Any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purpose of utilizing the Specified Goods or Service.
7. LIABILITY AND INDEMNITY
(a) Except in respect of death or personal injury caused by Ganda Media’s negligence, Ganda Media Ltd. shall be under no liability for any loss or damage (whether direct, indirect, or consequential and including loss of profit, loss of business, depletion of goodwill, loss of business opportunity or loss of savings) howsoever arising which may be suffered by the Client as a result of Ganda Media’s actions or failure to act.
(b) The Supplier warrants to the Client that the Specified Goods or Service will be provided using reasonable care and skill and as far as reasonably possible, in accordance with the Order sheet, and within the times referred to in the Order sheet. Where the Supplier supplies any goods including Output Material supplied by a third party the Supplier does not give any warranty, guarantee or other terms as to their quality fitness or purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
(c) The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, illegible, out of sequence or in the wrong format, or arising from their late arrival or non arrival, or any other fault of the Client.
(d) The Supplier shall not be liable to the Client or deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the specified Goods or Service, if the delay or failure was due to any cause beyond the Suppliers reasonable control.
Where complaint may arise with any goods or service provided by the Supplier the Client must notify the Supplier in writing within 7 days of receipt of the goods or service.
Although Ganda can provide you with a professional opinion. Ganda gives no guarantee or makes any representations as to the suitability of any completed work for a particular purpose whether expressed or implied through oral or in writing. except as expressly stated in these terms and conditions. Except as may be implied by law and except in the case of death or personal injury. in the event of any breach of these Terms and Conditions by us the remedies to you shall be limited to damages which shall in no circumstances exceed the price of the Goods that you have paid for. We shall under no circumstances be liable for any indirect. incidental or consequential damages.
(a) The Client shall be entitled to terminate the Contract at any time by giving not less than three months written notice to the Supplier.
(b) Either party may at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written or verbal instruction to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary agreement with his or its creditors or has a receiver or administrator appointed.
Headings shall not affect the meaning or interpretation of this contract.
If and insofar as any part or provision of these conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of these conditions and the remaining provisions of these conditions shall continue in full force and effect. The parties shall meet to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision, which so far as possible results in the same economic effects.
Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may be relevant having been notified pursuant to this provision to the party giving the notice and may be delivered personally or by facsimile or email transmission or first-class post. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first-class post) forty-eight hours after posting or at the time of
transmission if sent by facsimile or email transmission.
(a) These Conditions (together with the terms, if any, set out in the Order sheet constitute the entire agreement between the parties, supersede any previous agreement or understanding any may not be varied except in written agreement between the two parties. All other Terms and Conditions, expressed or implied by statute or otherwise, are excluded to
the fullest extent permitted by the law.
(b) These Conditions and all other express terms of the contract shall be governed by and construed in accordance with the laws of England and Wales and all disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
(c) No failure or delay by either party in exercising its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
Delivery times shown in product descriptions or stated within a quotation are estimations only. Although Ganda tries its very best to ensure that any order is delivered on time. Ganda shall not be liable for any losses. costs. damages or expenses incurred by the Customer arising directly or indirectly out of any failure to meet any estimated delivery date. Ganda will not be under any liability whatsoever in the event that they are prevented or delayed from supplying or making delivery of any Goods by any reason or cause beyond their control.
Ganda will not take responsibilty for delayed deliveries resulting from the Courier not following instructions regarding a delivery time or providing a delayed service. If Ganda provides and dispatches a product according to our own stated time frames. complaints arising from delayed deliveries will not be accepted. Deliveries take place to an address previously specified by the customer upon making the order. Once the order has been placed this cannot be changed. Only on an occasion where a delivery takes place exceeding the estimated timeframe by 14 working days. (deemed as a reasonable period of time). will Ganda consider a reprint or refund for any order. Ganda solely reserves the right to make this decision on an individual basis.
Excess or short deliveries of up to 10 % of the ordered quantity are to be accepted.
14. REFUNDS / CANCELLATIONS
Due to nature of the products that are sold. refunds for products that are already printed or in the printing process are not possible. Artwork/design refunds are also not possible whatsoever as this is the labour fee we charge for the designers work and/or time.
If a defect to any delivered goods occurs for which Ganda are responsible Ganda reserves the right to offer a replacement or reprint. Only in the case of such reprint being unsuitable will Ganda offer a partial or full refund. Ganda reserves the right to solely decide whether a product is of suitable quality. Ganda does not take responsibilty for any product damage occuring from transit between our Store / Factory and our customer. All goods are handed over to our Couriers in high quality packaging and in a good condition. Once the goods are with our Couriers we are not responsible for any damages that may occur. it is the Customers responsibilty to take this up with the Courier. Ganda will try their best to help you sort out any issues you may have. however we strongly recommend that any Customer should not accept any goods in a damaged condition. In the case where the Customers products are needed urgently. Ganda would recommend that the Customer sign the acceptance form as DAMAGED so that further claims may be made between themselves and the Courier. If any part of an order is used or distributed by the Customer. Ganda reserves the right to deem the order as acceptable and therefore no reprint or refund will be authorised. Ganda also reserves the right to collect the entire order of defected products from the Customer. should a reprint be authorised. Ganda will not accept any defect to an order if the artwork does not meet their exact artwork specifications regarding colour mode, format, size, colour saturation and bleed. It is the customers responsibility to check these details before placing the order. which can easily be found on our website or by contacting us
If the defect that applys to the finished products is below or up to 10% of the total ordered quantity. Ganda reserves the right to deem this product to be of satisfactory quality and therefore this order is to be accepted. In such a case of defect to delivered goods Ganda must be informed within 7 working days upon the date of delivery. If a complaint is made outside of this time, Ganda reserves the right to offer no refund / reprint for this order. It is the sole responsibilty of the Customer to ensure that Ganda is informed of any defect that they may find
16. PAPER & CARD PRODUCTS
Ganda uses partially Recycled and genuine FSC papers and card stocks for all of their products, as well as offering some 100% Recycled products. Within any of these products. the weight of the paper or card is calculated and stated as a certain GSM. (Example 250gsm. 300gsm etc).This gsm is based on an average weight of the stock in grams. over a size of I x Square Metre. and does not reflect the thickness of the stock. as this can vary from piece to piece. Ganda reserves the right for any paper or card to have a tolerance of +/- 10 of the stated gsm and still be classed as acceptable. Whilst Ganda tries its best to keep continuity from order to order. it is natural for paper stocks to vary from one batch to another in both thickness and appearance. Although Ganda will ensure to its best ability that all paper or card products have the required GSM (allowing for the +/-10 tolerance) Ganda cannot guarantee that any paper or card stocks will have the same appearance or quality from one order to the next.
17. CONTENT / INVOICES
It is up to the Customer to check any artwork and content for a product to be ordered. Ganda does not accept any liability for errors within the artwork as it is the on the Customers authority and approval that orders go to print. Although Ganda can create print-ready proofs which are sent back for the Customer to confirm, it is solely their responsibility to check through these proofs for typing mistakes and errors, be this on artwork supplied by themselves or created by Ganda. It is up to the Customer to ensure that any artwork meets Ganda’s Design specifications. which can be found via the website on every product page.It is also the responsiblilty of the Customer to check through the appropriate invoice to ensure that they are getting the quantity and the correct goods that they require. Ganda does not accept liability for any losses, costs or expenses incurred by the Customer not checking and approving the invoices correctly.
18. FULL COLOUR PRINTING
All reasonable efforts shall be made to obtain the best possible colour reproduction on any order but variation is inherent in the print process and it is understood and accepted as reasonable that Ganda shall not be required to guarantee an exact match in colour or texture by materials supplied by the customer. With any printed material, slight differences from the original, including screen proofs sent by Ganda. or any previous orders,. cannot be rejected. Ganda reserves the right to solely decide if these deviations are acceptable.
19. PAYMENT METHOD
Ganda requires FULL PAYMENT of any order before proceeding to print, unless otherwise agreed in writing.
At present Ganda accept payment either by Cash, Card Payment (All major credit and debit cards), Internet – Card Payment (Visa. Mastercard. Maestro (Domestic and Solo) JCB and commercial cards).Cheque (made payable to GANDA MEDIA LTD.) or direct payment into their bank account. (Please contact [email protected] for more details). Ganda reserves the right to make a charge for certain payment methods. For either of these methods Ganda will require the total amount to be cleared into our account before going ahead with the order unless otherwise agreed in writing. There will be no delivery of goods until cleared funds are received.
Ganda Media Ltd., 35 Providence Place, Brighton BN1 4GE
Hosting / Virtual Server Terms of Service
1. Term & Jurisdiction
The initial term of this agreement shall begin on the date that the subscriber places an order and that order is processed by Ganda Media and will continue for the number of calendar months specified in the order.
Upon expiration of the initial term, this agreement will renew automatically for successive renewal terms each the same as the initial term unless Ganda Media or the Subscriber provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the initial term or then-current renewal term, as applicable.
The Terms of Service and the relationship between you and Ganda Media shall be governed by the laws of the United Kingdom and the European Union, without regard to its conﬂict of law provisions. You and Ganda Media agree to submit to the personal and exclusive jurisdiction of the courts located in the United Kingdom.
2. Subscriber Duties
In order to use Ganda Media services, you are required to provide current and factual identification, contact and other information as part of the registration process. You are responsible for the confidentiality of your account information and solely responsible for all content and Data within your account.
3a. Acceptable Use of Network and System Resources
Deployed servers include a set amount of data transfer, based on a generous 750GB of outbound transfer per month, per GB RAM allocated to your server. Maximum / Peak usage is 3Mbps per GB RAM allocated to your server. For the purposes of Example, a server with 10GB RAM allocated, is permitted a maximum of 30Mbps outbound transit at 95th percentile or 10TB outbound transfer, whichever limit is reached first.
Subscribers exceeding these guidelines will have their uplinks throttled to the guideline limit without notice, may be subject to overages if usage is significant and will have the option to upgrade or purchase dedicated transit.
3b. Spam and UCE
b. Spam and UCE
Ganda Media has a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that Subscribers to Ganda Media may not use or permit others to use our network to transact in spam messages. Subscribers to Ganda Media may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of service.
Violation of Ganda Media‘s SPAM policy will result in severe penalties – Upon notification of an alleged violation of our SPAM policy, Ganda Media will initiate an immediate investigation (within 12-24 hours of notification). During the investigation, Ganda Media may restrict Subscriber access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, Ganda Media may, at its sole discretion, restrict, suspend or terminate customer’s account. Further, Ganda Media reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Ganda Media will notify law enforcement officials if the violation is believed to be a criminal offense.
First violations of this policy may result in an Administrative Fee of £100 at the discretion of management and your account will be reviewed for possible immediate termination. A second violation will result in an Administrative Fee of £399 and immediate termination of your account. Subscribers who violate this policy agree that these fees will be paid on request. Please see Failure to Pay and Payments and Fees information.
Ganda Media reserve the right to charge up to a total of £1500 For spam related violations due to costs which may be enforced on us by data carriers or data center administration fines.
As our resellers are ultimately responsible for the actions of their clients over the Ganda Media network, it is advisable that resellers develop a similar, or stricter, policy for their clients. Our Subscriber are solely responsible for the use of their hosting account at all times.
3c. Prohibited Content
c. Prohibited Content
- Threatening, abusive, harassing, defamatory statements.
- Promotion of illegal activities (info on hacking, cracking etc).
- Information, instructions, links, etc containing malicious code.
- Hate speech or hate propaganda.
- Scripts or systems that cause server performance issues.
- Misrepresentation of member’s identity, or impersonation.
- Collection of personal information for illegal purposes.
- Collection of personal information without users permission.
- Content that is deemed by Ganda Media, in its sole discretion, to be harmful to Ganda Media.
- Solicitation or sale of any harmful/illegal products or service
Ganda Media does not tolerate abusive, threatening or inappropriate behavior towards its staff or agents. Your account can be suspended or terminated without warning for any such behavior
Subscriber agrees to indemnify and hold harmless Ganda Media, Ganda Media’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable legal fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Subscribers services in violation of applicable law or the AUP by Subscriber or any person using Subscriber’s log on information, regardless of whether such person has been authorized to use the services by Subscriber.
5. Disclaimer of Warranties
GANDA MEDIA LTD. DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW GANDA MEDIA DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS.
6. Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF GANDA MEDIA AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
7. Law Enforcement Information
The Ganda Media terms specifically prohibits the use of our service for illegal activities. Therefore, Subscribers agree that the company may disclose any and all the account holders information including assigned IP numbers, account history, account use, etc. to any member of UK Police who makes a written request, without further consent or notification to the Subscriber. In addition Ganda Media shall have the right to terminate all service set forth in this Agreement.
8. Uptime Guarantee
Ganda Media provides a 100% Uptime Guarantee on all Ganda Media Hardware and on Network Connectivity. In any given month, if your server is ofﬂine due to a Ganda Media unscheduled hardware failure, or an unscheduled failure of the Ganda Media network for more than 0.1% of the time (40 minutes), you may request a pro-rata credit for the down time. Specific exclusions exist where the Ganda Media network is working normally, but upstream issues, such as a Datacentre or Carrier failure or DDOS is impacting customer routes to the cloud.
9. Support & Services
Ganda Media provides comprehensive technical support to all subscribers via Email or via Phone during office hours. Some general guidelines and terms are:
- Ganda Media supports fully any issue related to the Ganda Media virtual server physically functioning
- Ganda Media does not offer technical support for application specific issues, such as configuration, programming, web or mail server configuration or any such issue within hosting or virtual server packages, but is available as a separate product
- Ganda Media does not provide technical support to your customers or users within hosting or virtual server packages, but is available as a separate product
- The use of all Ganda Media services is at your own risk
- Ganda Media Snapshots and backups are not guaranteed in any way
- You agree to take full responsibility for all files and data in your account
- You agree to maintain an appropriate backup of files and data stored on the Ganda Media clouds
10. Invoicing and Payment
- You agree that Ganda Media shall be permitted to charge your credit card on a monthly, annual or other agreed upon basis in advance of providing services.
- Payment is due on invoicing.
- Any payments not made within 15 days of due date will be suspended without further notice.
- Accounts not collected by Ganda Media will be turned over to an outside collection agency for collection.
- Subscribers are aware that Ganda Media may prospectively change the specified rates and charges from time to time.
- Subscriber is responsible for any additional Bank fees, interest charges, finance charges, overdraft charges or any other fees resulting from charges billed by Ganda Media.
- Up and Downgrading service within your billing cycle will result in Pro-Rata credits and charges on your account. Pro-rata credits are only possible where the Subscriber retains at least one service and are not refundable in the event of service or account cancellation.
11. Suspension and Cancellation
- Ganda Media reserve the right to suspend network access to any Subscriber if, in the sole judgement of Ganda Media, the Subscribers server is the source or target of a violation of any of the other terms of service or for any other reason which Ganda Media chooses. Ganda Media will use all reasonable care in notifying the Subscriber and in resolving the issue in a method ensuring the minimum service interference.
- Continued and repeated violations of the terms of service will result in termination without refund. Prior notification is not assured.
- Cancellation of a service does not relieve Subscriber of responsibility for the payment of all accrued charges. Accounts can not be confirmed Cancelled until all due invoices have been settled. Non confirmation of the cancelation may result in charges continuing to be levied.
You agree that Ganda Media may provide you with notices, including those relating to changes to the Terms of Service by email and /or postings on Ganda Media systems and services.