MetroMail the mailing people

Our standard terms of business

1. INTERPRETATION

1.1 In these Conditions:

"The Client" means the person who places an order with Metromail for the mailing of direct marketing material or the supply of other services or goods and whose order for the same is accepted by Metromail;

"Conditions" means the Conditions of Business set out below;

"Contract" means the agreement (whether in writing or not) for the mailing of direct marketing material or the supply of other services or goods.  Where the Client requires Metromail to despatch material by instalments, each despatch shall be deemed to constitute a separate contract; 

"Metromail" means Metromail Limited whose registered office is The Saga Building, Enbrook Park, Folkestone, Kent, CT20 3SE.

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

 

2.  BASIS OF THE SALE

2.1 Any quotation given by Metromail is an indication given in good faith and shall not become binding upon Metromail unless subsequently confirmed by Metromail in writing. Any quotation is based on information available to the Mailing House at the date of the quotation and is subject to sight of materials, their suitability and any artwork to be supplied to Metromail by the Client. Quotations are valid for a period of 30 days and are for the whole of the goods and services to which the quotation relates.  Metromail may extend the period for consideration of its quotation at its discretion and may refuse to accept any order for goods and services, which constitute only a part of the quotation, unless the initial specification requested separate quotations for separate elements of the order.  The rates shown in any quotation from Metromail are based on a uniform run of the quality of the material. Any variation in quality will entitle Metromail to vary its prices to reflect the additional costs involved.

2.2 The Contract made between Metromail and the Client shall incorporate and be subject to these Conditions and the placing of an order with Metromail by the Client shall be deemed conclusive proof that the Client has accepted these Conditions to the exclusion of any other terms and conditions and in particular to the exclusion of any terms and conditions of the Client. These terms and conditions supersede any of Metromail’s previous terms and conditions and any practice or course of dealing previously applying between Metromail and the Client.

2.3 Metromail’s employees or agents are not authorised to make any representations concerning the Contract or the services to be rendered and such representations are not binding upon Metromail unless confirmed by Metromail in writing.  In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed. 

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Metromail shall be subject to correction without any liability on the part of Metromail.

 

3. THE PRICE AND PAYMENT

3.1 The Contract price is exclusive of VAT and any other taxes and cost of carriage or post, the costs of storage/disposal of material and any other matters, all of which will be charged in addition.  Metromail may invoice for each despatch of material where the Client requires despatch to be made by instalments.  Where Metromail incur postage costs on the Client’s behalf, those costs will be invoiced separately.

3.2 In the event of any variation of the Contract which is agreed to by Metromail upon the Client’s request or if the Client's instructions are incorrect or insufficient Metromail shall be entitled to adjust the price of the Contract to reflect costs incurred and to adjust delivery or mailing dates as appropriate.  No variation shall be binding on Metromail unless confirmed by Metromail in writing.

3.3 Payment for the work done is due within 30 days of invoice date (the "Due Date") unless otherwise agreed in writing.  Time for payment shall be of the essence of the Contract.

3.4 If the Client fails to make payment by the Due Date then, without prejudice to any other right or remedy available to Metromail, Metromail shall be entitled to charge the Client interest on the amount unpaid at the rate of 8% per annum above the prevailing base rate of the Bank of England until payment in full is made and the Client will indemnify Metromail in respect of all costs incurred by Metromail in recovering payment, including the cost of instructing Solicitors.  In the event that the Client tenders payment by cheque and the cheque is returned by Metromail’s Bankers unpaid, the Client will indemnify Metromail in respect of all Bank Charges thereby incurred by Metromail.

3.5 Metromail shall be entitled in its absolute discretion to withdraw credit at any time until such time as the Client tenders the Contract price to Metromail together with any outstanding amounts which may be due to Metromail on any account whatsoever.

3.6 If the Client fails to make any payment by the Due Date then without prejudice to any other right or remedy available to Metromail, it shall be entitled to terminate the Contract or suspend any further work for the Client.

3.7 The Client will pay the price in full without any discount (except any discount agreed     with Metromail), deduction, set-off or abatement on any grounds.

3.8  Without prejudice to any other remedies, Metromail shall have a lien over all materials and property belonging to the Client in Metromail’s possession in respect of all outstanding debt due from the Client.

 

4. ORDER, SUPPLY AND DELIVERY OF MATERIALS

4.1  The Client shall be responsible for ensuring that the materials supplied by it or on its behalf:

    a: Conform to specifications in the quotation and Royal Mail requirements;

    b: Are supplied punctually;

    c: Are accompanied by a delivery advice note stating the quantity and description of the materials supplied;

    d: Are delivered on pallets, boxed, packed and supplied in such a way to withstand normal storage and handling

    e: Are sufficient to enable Metromail to deliver the correct quantity of any printing or reproductive work ordered allowing for normal wastage and spoilage.

4.2 Metromail shall use its reasonable endeavours to provide the Client with a reasonable estimate of the quantity of printing or reproductive work required.

4.3 Metromail shall count the number of pallets containing materials supplied by or on behalf of the Client against any delivery note and shall immediately report any discrepancy to the Client.  Metromail shall not however be responsible for any loss arising from any errors or omissions in the goods supplied.  Metromail shall not be required to check the contents of pallets supplied by or on behalf of the Client.

4.4 All materials supplied by or on behalf of the Client are at the Client’s risk whilst on Metromail’s premises or in transit to or from their premises and the Client is responsible for arranging adequate insurance cover for those materials unless otherwise agreed in writing by Metromail.

4.5  Any of the Client’s materials which remain in Metromail’s possession after 7 days from the completion of any order or which are delivered to Metromail more than 7 days before the scheduled mailing date, will be subject to storage charges.  Metromail reserves the right to destroy or dispose of all excess materials at the Client’s cost not less than 14 days after written notice to that effect is given to the Client. 

    a: The cost of collection and delivery of the Client’s goods or materials is not included within the quotation and where this is carried out by Metromail for the Client it will be charged for as an extra.

    b: Any surplus materials supplied by the Client will only be returned on completion of the Contract if they exceed 10% of the order quantity unless otherwise agreed between the parties and the Client shall pay the full costs of collection/delivery of the surplus materials.

    c: The specified time for the mailing of material by Metromail, which shall not be of the essence unless otherwise confirmed in writing by the parties, shall be subject to receipt by Metromail of all information and materials to enable it to proceed with the contract and to comply with any applicable governmental or other consent.

    d: Metromail shall be entitled to charge for standing time if delivery of materials is delayed for any reason outside the reasonable control of Metromail and which causes Metromail to incur additional costs either by way of storage costs, disposal costs or labour costs.

    e: Metromail’s standard hours of working are 8am -5pm Monday to Thursday and 8am - 12 noon Friday.  If the client requires Metromail to work outside those hours or submits orders for work with deadlines which necessitate working outside those hours, then Metromail shall be entitled to charge additional costs for those hours.

5. INSURANCE OBLIGATIONS OF THE CLIENT

    5.1 It is the obligation of the Client to insure against loss of material whether lost during despatch to Metromail, while in Metromail’s custody or after despatch by Metromail to Royal Mail or any other third party.  Metromail accepts no responsibility whatsoever for the loss, theft or destruction of material supplied by the Client, risk in which remains at all times with the Client. 

    5.2 In accordance with Clause 11.4 hereof, The Client undertakes to obtain its own insurance to cover any financial loss which it might otherwise suffer by reason of any breach of contract or act of negligence by Metromail .

6. DATA PROTECTION

6.1 Metromail represents, warrants and undertakes to the Client that it shall process any personal data (as defined in the Data Protection Act 1998) solely for the purposes of this contract and for no other purpose.

6.2 Metromail represents, warrants and undertakes to the Client that it has in place appropriate technical and organisational measures against accidental or unlawful destruction or loss of alteration to, unauthorised disclosure of or unauthorised access to any personal data.

6.3 Metromail shall ensure that each of its employees, agents and subcontractors are made aware of its obligations with regard to the security and protection of personal data and shall require that they enter into binding obligations reflecting the provisions of this clause.

6.4 Within 3 months from the date of completion or of termination of the contract, the client shall provide instructions to Metromail in writing for the return or destruction of personal data, failing which Metromail shall be entitled to delete all personal data received from the client and stored by Metromail in whatever form and dispose of all media supplied by the client.

 

7.  INTELLECTUAL PROPERTY

7.1 The client acknowledges that the intellectual property rights in any work created by or for Metromail in relation to the Contract shall vest in Metromail unless it is agreed in writing that such intellectual property rights shall pass to the Client.

 

                                                         
8. PAYMENT FOR POSTAGE

8.1 Where the mailing is to be undertaken through Metromail’s own postal account, the cost of postage shall be paid by telegraphic transfer not later than 48 hours before the mailing begins.  If the cost of postage is not paid within the specified time limit Metromail shall have the right to withhold the mailing.

8.2 Where the cost of postage is less than the amount paid by telegraphic transfer Metromail shall either refund any sums remaining to the Client or shall provide a credit for the Client for the next mailing orders through Metromail’s Account.

 

9. INDEMNITY

9.1 The Client shall:

a: Provide Metromail with a true copy of all advertising material or other material intended to be enclosed with any material prepared by Metromail;

b: Ensure that all information or material provided by it complies with all applicable statutory requirements and with the codes of practice of the appropriate supervisory bodies including, but not limited to, the British Codes of Advertising and Sales Promotion (BCASP); the Direct Marketing Association’s Code of Practice and the Direct Mail Services Standards Board.

9.2  The Client shall indemnify Metromail against all costs, claims, liabilities, penalties and expenses which Metromail may incur by reason (i) of the Client's work being illegal, unlawful, or infringing any copyright, trademark or other intellectual or other proprietary rights of any third party or which is defamatory, obscene or the distribution of which may infringe postal or other regulations or which is in breach of any trade description or other legislation, or (ii) of any computer virus contained in any computer data supplied by the Client.

9.3  Metromail shall have the right upon request from the body administering the Quality Standard in Mail Production (QMP) or any successor accreditation scheme, to supply that body with samples of any mailings relation to the contract.

 

10. PROVISION OF COMPUTER DATA

10.1 The Client shall ensure that any computer data supplied to Metromail is clean, unadulterated, capable of being read and processed and does not contain any computer viruses.  In addition to clause 9.2 above, in the event of the computer data supplied being corrupt, Metromail shall either require the Client to supply clean unadulterated data which does not contain any computer viruses or decontaminate the data itself but at the Client’s expense.

10.2 The Client shall ensure that all data supplied to Metromail is completely unambiguous with regard to their format.  A specification of the formats of the data supplied and instructions for interpretation must be provided in writing.

 

11. LIABILITY

11.1 Except in respect of death or personal injury caused by Metromail’s negligence, Metromail shall not be liable to the Client by reason of any representation, or any implied Warranty, Condition or other term or any duty at common law, or under the express terms of the Contract, for any loss or damage, (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with Metromail’s performance of the Contract except as expressly provided in these Conditions.

    a: Any claim for breach of contract on the part of Metromail, including without limitation claims for delay in mailing material or failure to mail material on a particular day or whether arising from any defect in goods supplied or from the negligent provision of services by Metromail must be notified to Metromail in writing by the Client within 21 days of the date on which the Client becomes or is made aware of the facts which may give rise to any such claim. If the Client does not notify Metromail accordingly, Metromail shall have no liability for such breach of contract, negligence or defect and the Client shall be bound to pay the Contract Price as if Metromail had performed its obligations in accordance with the Contract.

    b: Save for actual costs incurred by the Client as a direct result of Metromail’s breach of contract or negligence, Metromail shall not be liable to the Client for any indirect or other similar loss or damage nor shall it liable for loss of profits or of goodwill or any similar loss.

    c: Save in respect of death or personal injury caused by Metromail’s negligence, Metromail’s liability for damages for breach of contract and negligence (including liability for acts and omissions of its employees, agents and subcontractors) shall in any event not exceed the amount of the Contract price (excluding postage and telecommunications costs) or, where the claim only relates to part of the work done by Metromail, the appropriate proportion of the Contract price.

    e: Without prejudice to clause 11.4, the liability of Metromail for damages for breach of contract and negligence (including liability for acts and omissions of its employees, agents and subcontractors) shall in any event be limited to the sum of £5,000,000.

12. TERMINATION AND CANCELLATION

12.1 Either party shall be entitled to terminate this contract by notice in writing to the other in the event of any material breach by the other party of any of its obligations under this contract.  The termination will take effect 14 days after receipt of written notice unless the defaulting party has remedied the default within this time.

12.2 In the event of termination by either party under this Clause, the Client shall immediately pay any outstanding sums to Metromail and any credit terms agreed previously shall cease to apply accordingly.

12.3 This clause applies if:

12.3.1 The Client makes any voluntary arrangement with his Creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);  or

12.3.2 An Encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the Client; or

12.3.3 The Client ceases, or threatens to cease, to carry on business;  or

12.3.4 Metromail reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly. 

12.4 If this Clause applies then without prejudice to any other right or remedy available to Metromail, Metromail shall be entitled to cancel the Contract or suspend any further deliveries under the Contract, without any liability to the Client and if any invoices are then unpaid, those invoices shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

13. DELAYS

13.1 Metromail shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of Metromail's obligations under any Contract entered into between the Metromail and the Client if the delay or failure was due to any cause beyond Metromail's reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Metromail's reasonable control:

Act of God, war, threat of war, strikes, lock-outs or other industrial action or trades disputes, difficulties in obtaining raw materials, parts, labour, fuel, or machinery, power failure or breakdown in machinery or vehicles.

 

14.  AGENCY, PARTNERSHIP AND JOINT VENTURES

14.1 Nothing in this contract shall be construed as to constitute either Metromail or the Client to be the agent of the other and it shall not operate so as to create a partnership or joint venture of any kind between them.

 

15.  WAIVER

15.1 No waiver by Metromail of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or of any other provision.

 

16. SEVERABILITY OF CLAUSES

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

 

17.  ASSIGNMENT AND SUBCONTRACTING

17.1 Metromail, although not the Client, may freely assign its rights under this Agreement, or variation thereof, and may freely assign its right to receive payments hereunder.  Metromail shall also be entitled to subcontract the whole or any part of the Contract work. 

 

18. NOTICES

18.1 Any notice, invoice or other document to be given by either party under this agreement shall be given in writing by post, hand or fax to the contacts and at the  address or number specified by the parties.

 

19. APPLICABLE JURISDICTION

19.1 The Contract shall be governed by the Laws of England and Metromail and Client hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

 

20. ENTIRE AGREEMENT

20.1 These Terms and Conditions constitute the entire contract between Metromail and the Client with respect to the matters dealt with herein.  No variation to this contract shall be valid or effective unless made in writing and signed by both of them.