These are the terms and conditions (“Terms”) which “Ravensworth” supplies its products and/or services. Ravensworth Printing Services is a trading name of The Printed Group Ltd registered in England under company number 02356130 and our registered office is at 2 Arcot Court, Nelson Road, Cramlington, Northumberland, NE23 1BB. Our VAT number is 621141690.

Ravensworth operates the following websites (each a “Site” and together with the “Sites”):

www.ravensworth.co.uk
www.myravensworth.co.uk
www.ravensworth.marketingtoolkit.co.uk
http://www.wearestudio-r.co.uk
http://mybrochureonline.co.uk
http://www.nopost.co.uk/

Please read these Terms and our Privacy Policy carefully and make sure that you understand them before ordering any products and/or services from any of our Sites. By ordering any of our products and/or services you agree to these Terms and our Privacy Policy.

If there is a conflict between these Terms and any specific terms and conditions that apply to a product or service that we supply (such as those relating to the Ravensworth Marketing Toolkit , MyRavensworth, Data or CGI services), those specific terms shall prevail to the extent of inconsistency.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions:

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

“Charges” means the charges payable by you for the Goods or Services in accordance with Clause 5;

“Commencement Date” is defined in Clause 2.1;

“Contract” means the contract between us, as Supplier, and the Customer, for the supply of Goods or Services in accordance with these Terms;

“Control” is defined in Section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly;

“Customer” means a person who purchases Goods or Services from Ravensworth;

“Customer Default” is defined in Clause 4.2;

“Data Controller” is defined in the Data Protection Legislation;

“Data Processor”is defined in the Data Protection Legislation;

“Data Protection Legislation” means the General Data Protection Regulation (2016/679), and any successor or replacement legislation enacted in the United Kingdom following the United Kingdom’s withdrawal from the European Union.

“Data Subject” is defined in the Data Protection Legislation;

“Deliverables” means the deliverables set out in the Order to be produced by us for the Customer;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks 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 and 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 an order placed by a Customer for Goods or Services;

“Personal Data” is defined in the Data Protection Legislation;

“Specification” means the description or specification of the Goods or Services provided in writing by us to the Customer;

“Ravensworth” means Ravensworth trading under The Printed Group Ltd registered in England under company number 02356130 and our registered office is at 2 Arcot Court, Nelson Road, Cramlington, Northumberland, NE23 1BB;

“Terms” means these terms and conditions, as amended from time to time in accordance with Clause 11.5; and

“VAT” is defined in Clause 5.5.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to “writing” or “written” includes fax but not email.

2. Basis of contract

2.1 Any order placed by the Customer for Goods or Services constitutes an offer by the Customer to purchase Goods or Services in accordance with these Terms. Unless otherwise specified, after placing an order for Goods or Services on any of our Sites, the Order shall only be deemed to be accepted when Ravensworth issues written acceptance of the Order at which point, and on which date, the Contract shall come into existence (the “Commencement Date”).

2.2 Any samples, drawings, descriptive matter, or advertising issued by Ravensworth, and any descriptions or illustrations contained in our catalogues or brochures or any Sites, are issued for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract or have any contractual force.

2.3 Any quotation by Ravensworth shall not constitute an offer and is only valid for a period of 10 Business Days from its date of issue unless otherwise extended by Ravensworth in writing.

 

3. Supply of Goods or Services

3.1 Ravensworth shall supply the Goods or Services in accordance with the Specification in all material respects.

3.2 Ravensworth shall use reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only, and time shall not be of the essence for the performance or delivery of the Goods or Services.

3.3 Ravensworth reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Goods or Services, and Ravensworth shall notify the Customer in any such event.

3.4 Ravensworth warrants that the Goods or Services (as applicable) will be provided using reasonable care and skill.

3.5 Ravensworth data service is a data provision service for estate agents, removals companies, mortgage brokers etc, offering the full address of properties* that are apparently for sale, had a price drop, under offer or withdrawn according to publicly available sources (the “Data”). The service is offered on a non-exclusive pay as you go service, it must be used in conjunction with a printed product and not downloaded.

3.6 New build, development, commercial and retirement properties (comprising up to about 30% of properties advertised on the property portals) are excluded from the Data.

3.7 Ravensworth does not take responsibility for the quality of the content you upload and sending the job to print is your confirmation that you are approving the artwork.

3.8 Data suppressions are handled in http://www.nopost.co.uk/ and will be removed from our database on a monthly basis. If data lists are saved and reused, data suppression may take up to 3 months to be fully removed from our database.

3.9 If a property is advertised in our data with information that we believe may be incorrect, then that address may not be included in the Data source.

3.10 Ravensworth may cease to provide the Data at any time and without notice. No liability shall result from such cessation.

3.11 Our data uses proprietary algorithmic processes to identify the correct address, cross-referenced with the Post Office and HM Land Registry. Where an address is provided, the accuracy rate is over 99% but occasionally incorrect information supplied or human error can result in an incorrect address being provided. Ravensworth will not accept responsibility for any inconvenience caused for incorrect Data.

3.12 Ravensworth provides no warranty for the accuracy, merchantability and fitness for purpose of the Data and customers may make use of the Data and customers must assess the suitability and reliability of the Data for their own purposes.

3.13 Sold prices found in our On the Market data are the last recorded for sale price. This is not necessarily the price at which the property was actually sold, as recorded by HM Land Registry.

3.14 Ravensworth shall not be responsible for any marks on the printed items resulting from the Goods being processed through Royal Mail. Once the Goods have left Ravensworth’s printing facility, the Goods become under the ownership of the Customer and therefore the Customer’s responsibility

3.15 Templates used in our template collections, Marketing Toolkit and Directmailr are the property of Ravensworth Printing Services. Any unauthorised copying or reproduction of these designs will constitute an infringement of copyright. Designs can only be reproduced for the purpose of your agency following payment of an agreed-upon fee or if available through one of Ravensworth online ordering platforms.

3.16 Ravensworth will not be held responsible if another agent uses the same template, templates are available to be used at the agent’s discretion and risk.

4. Customer’s obligations

4.1 The Customer shall:

(a) ensure that the terms of any Order and any information it provides in the Specification are complete and accurate;

(b) cooperate with Ravensworth in all matters relating to the Goods or Services;

(c) provide Ravensworth with such information and materials as Ravensworth may reasonably require in order to supply the Goods or Services, and ensure that such information is complete and accurate in all material respects;

(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Goods or Services before the date on which the supply of Goods or Services are to start; and

(e) comply with any additional obligations as set out in the Specification.

4.2 If the performance of any of Ravensworth’s 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 (each a “Customer Default”):

(a) without limiting or affecting any other right or remedy available to it, Ravensworth shall have the right to suspend delivery or performance of the Goods or Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve Ravensworth from the performance of any of its obligations, in each case to the extent the Customer Default prevents or delays the performance of any of Ravensworth’s obligations;

(b) Ravensworth shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Ravensworth’s failure or delay in performing any of its obligations as set out in this Clause 4.2; and

(c) the Customer shall reimburse Ravensworth on written demand for any costs or losses sustained or incurred by Ravensworth arising directly or indirectly from the Customer Default.

4.3 The Customer warrants and represents to Ravensworth that it has the authority to enter into the Contract and that the person entering into the Contract on the Customer’s behalf is duly authorised to execute legally binding contracts on behalf of the Customer.

4.4 To support some of our services the Customer shall have a modern browser such as; Microsoft Edge, Mozilla Firefox, the two latest versions, Google Chrome, the two latest versions, Safari, the two latest versions. Not all our services will be available on older browsers such as Internet Explorer.

4.5 Upon placing a data order the Customer is responsible for agreeing to specific Royal Mail PAF Address data terms, these terms can be viewed here.

 

5. Charges and payment

5.1 The charges for the Goods or Services shall be the price set out in the Order, or if no price is quoted, on a time and materials basis. If the charges are calculated on a time and materials basis:

(a) the charges shall be calculated in accordance with Ravensworth daily fee rates, as set out in its current price list at the date of the Contract;

(b) the Ravensworth daily fee rates for each individual person are calculated on the basis of a seven-hour day from 9:00 am to 5:30 pm worked on Business Days;

(c) Ravensworth may charge an overtime rate of 10% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Goods or Services outside the hours referred to in Clause 5.1(b);

(d) Ravensworth may charge the Customer for any expenses reasonably incurred by the individuals who we engage in connection with delivering the Goods or Services and for the cost of services provided by third parties and required by Ravensworth for the delivery of the Goods or Services, and for the cost of any materials.

5.2 Ravensworth reserves the right to:

(a) increase the charges for the Goods or Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index; and

(b) increase the charges for the Goods or Services, by giving notice to the Customer at any time before completion of the relevant Order, to reflect any increase in the cost of delivering the Goods or Services that is due to:

(i) any factor beyond Ravensworth’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s) or Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give Ravensworth adequate or accurate information or instructions in respect of the Goods or Services.

5.3 Ravensworth shall invoice the Customer on completion of each item of an Order in arrears.

5.4 The Customer shall pay each invoice:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Ravensworth, and time for payment shall be of the essence of the Contract.

5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value-added tax (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, you shall, on receipt of a valid VAT invoice from us, pay such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services at the same time as payment is due for the supply of the Goods or Services.

5.6 If the Customer fails to make a payment due to Ravensworth under the Contract by the due date, then, without limiting the Ravensworth’s remedies under Clause 8 or at law, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum (whether before or after judgment). Interest under this Clause 5.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.7 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).

 

6. Data protection

6.1 The parties acknowledge that, for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Ravensworth is the Data Processor of any Personal Data provided by the Customer under or in connection with the provision of Goods or Services (“Customer Personal Data”). The categories of Customer Personal Data to be processed by the Ravensworth and the processing activities to be performed in delivering the Services are:

• Subject matter: Provision of the Goods or Services by Ravensworth to the Customer.
• Duration: The term of the relevant Contract.
• Nature and purpose: Ravensworth processes the Customer Personal Data for the purpose of providing the Goods or Services to the Customer. The Goods or Services comprise design, preparation or printing of property marketing materials, including brochures, stationery, and other promotional materials, in electronic and hard copy format.
• Data categories: Name, email address.
• Data subjects: Current, prospective and former clients of the Customer and employees and contractors of the Customer.

(a) to process the Customer Personal Data only in accordance with the Customer’s written instructions, unless required to do otherwise by EU or UK law, in which case Ravensworth shall inform the Customer of that legal requirement (unless prohibited from doing so by law);6.2 Ravensworth agrees:

(b) to ensure that all its staff involved in processing the Customer Personal Data are under appropriate contractual or statutory duties of confidentiality;

(c) to implement appropriate technical and organisational measures to ensure a level of security for the Customer Personal Data appropriate to the risks associated with Ravensworth’s processing of the Customer Personal Data;

(d) not to engage another processor (“Sub-Processor”) of the Customer Personal Data without the Customer’s prior written approval and to ensure that any Sub-Processor is bound by obligations the same as those in this Clause 6.2 with respect to the Customer Personal Data;

(e) to assist the Customer by appropriate technical and organisational measures to enable the Customer to respond to requests from Data Subjects exercising their Data Subject Rights;

(f) to provide the Customer with reasonable assistance in ensuring compliance with the Customer’s obligations under Articles 32 to 36 (inclusive) of the GDPR;

(g) on termination, expiry or fulfilment of a Contract, to delete or return (at the Customer’s option) all existing copies of the Customer Personal Data in its control or possession, unless retention is required by UK or EU law;

(h) to report any Personal Data breach relating to the Customer Personal Data to the Customer without undue delay;

(i) to make available to the Customer all information in its possession or control that is necessary to demonstrate Ravensworth’s compliance with its obligations under this Clause 6.2; and

(j) to allow the Customer, on reasonable prior written notice and during business hours (between 9:00 am and 5:30 pm) on a Business Day, reasonable access to Ravensworth’s premises, records, staff and systems (and reasonable related assistance) to enable the Customer to verify Ravensworth’s compliance with its obligations under this Clause 6.2.

6.3 With respect to a request or audit under Clause 6.2(i) or Clause 6.2(j) (as applicable), Ravensworth shall inform the Customer immediately if, in its opinion, the Customer’s instruction infringes the GDPR or another applicable UK or EU data protection law.

 

7. Intellectual Property Rights

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

7.2 Subject to payment of the Charges under Clause 5.4, Ravensworth grants the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to copy and modify the Deliverables (excluding the materials provided by the Customer) for the purpose of receiving and using the Goods or Services and the Deliverables in its business.

7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 7.2.

7.4 The Customer grants to Ravensworth a fully paid-up, worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to copy and modify any materials provided by the Customer for the term of the relevant Contract and for a further period of 2 years after the delivery of the Goods, Services or Deliverables for the purposes of:

(a) providing the Goods or Services to the Customer;

(b) marketing Ravensworth’s goods or services on the Sites, in printed documents and other marketing materials promoting Ravensworth’s business.

 

8. Limitation of liability:

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in a Contract shall limit or exclude either party’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to Clause 8.1, Ravensworth shall not be liable to the Customer (whether in contract, tort or otherwise) under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data, or information;

(f) loss of or damage to goodwill; or

(g) any indirect or consequential loss.

8.3 Subject to Clauses 8.1 and 8.2, Ravensworth total liability to the Customer (whether in contract, tort, or otherwise) arising out of or in connection with the Contract shall be limited to the value of the Charges paid under the Contract in the 12 months immediately prior to the date on which the cause of action arises.

8.4 The terms implied by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.5 This Clause 8 shall survive termination of the Contract.

 

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if the breach is remediable) fails to remedy the breach within 30 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step is taken in another jurisdiction, in connection with an analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to Ravensworth, Ravensworth may terminate the Contract with immediate effect by giving written notice if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b) the Customer undergoes a change of control.

9.3 Without affecting any other right or remedy available to Ravensworth, Ravensworth may suspend the supply of the Goods or Services under the Contract or any other contract between the parties if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events lists in Clause 9.1(b) to Clause 9.1(d) (inclusive), or Ravensworth reasonably believes that the Customer is about to become subject to any of them.

 

10. Consequences of termination

10.1 On termination of the Contract:

(a) the Customer shall immediately pay all outstanding unpaid invoices and interest and, in respect of Goods or Services supplied but for which no invoice has been submitted, Ravensworth shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

(b) the Customer shall return all and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Ravensworth may enter your premises and take possession of them. Until they have been returned or outstanding invoices and any interest paid in full, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract.

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

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

 

11. Refunds, returns and reprints.

It is not possible to return products for refund other than in the event of an order being produced to the wrong order specification or not to an acceptable standard. In either of these cases we may (at our discretion) reprint free of charge. Any errors in printing must be reported via e-mail to the following email address client.support@ravensworth.co.uk. In order to qualify for a full credit/refund you will need to email us within 3 days of order receipt of your order. We will also require you to return a sample or photographic evidence of the issue.

We will notify you of any credit/refund due to you via email within a reasonable period of time and will usually process the refund due to you within 30 days of the day we confirmed to you that you were entitled to a refund. We will credit/refund the price of a defective product in fully, any applicable delivery charges and any reasonable costs you incur on returning the item to us.

If the packaging of your order has been damaged, please accept the product from the courier and write on the document provided that you have accepted the package subject to checking. Once you have verified damage has occurred to the material inside the package you must call our Customer Service team on 0191 917 9331 so we can process and reprint your order immediately.

If, when delivered, the printed product cannot be used because there is no packaging or the content are completely ruined, please do not accept the material and mark the refusal on the document provided by the courier. You must then call our Customer Service team on 0191 917 9331 to inform us of the issue so we can proceed and reprint your order immediately.