Marqetspace is a software platform accessed on-line by you (subject to the agreement below) that connects trade buyers with
printers and manufacturers.
THIS AGREEMENT AND ALL USER POLICIES POSTED ON THE PLATFORM SET OUT THE TERMS ON WHICH GRAFENIA OFFERS YOU
ACCESS TO CERTAIN OF OUR SITES, SERVICES APPLICATIONS AND TOOLS (COLLECTIVELY THE "SERVICES"). IN CONSIDERATION OF
US MAKING THE SERVICES AVAILABLE TO YOU YOU AGREE TO BE BOUND BY THIS AGREEMENT AND TO ADHERE TO ALL POLICIES
POSTED ON THE PLATFORM. BY ACCEPTING THESE TERMS & CONDITIONS THROUGH REGISTRATION FOR A MARQETSPACE
SUBSCRIPTION YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL THE TERMS
OF IT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU AND THAT YOU HAVE
HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO BE BOUND BY IT. YOU FURTHER AGREE
THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PREVIOUS
AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO YOU ACCESSING OR USING THE
SERVICES. FOR THE AVOIDANCE OF ANY DOUBT HOWEVER, THIS CLAUSE DOES NOT SEEK TO EXCLUDE OR LIMIT OUR LIABILITY
FOR FRAUDULENT MISREPRESENTATION.
This subscription agreement (the "Agreement") is by and between Grafenia Operations Limited ("Grafenia", "us" or "we") and the
subscriber ("Subscriber" or "you") whose details are entered during registration for a Marqetspace Subscription. It sets forth the
terms and conditions of your subscription to the Services. As a condition of the subscription, you must accept this Agreement in its
entirety. It is a fairly lengthy agreement and it contains important provisions that govern your rights and obligations. At our sole
discretion we may modify the Agreement at any time and such changes will be effective immediately, you herby waive any right you
may have to receive notice of such changes and you will be bound by such modifications and the Agreement will remain in full force
and effect until terminated in accordance with termination provisions set forth below. If the Agreement is modified we will upload
an amended Agreement to the web site located at www.marqetspace.co.uk. At any particular time, the version of the Agreement
that will govern your relationship with us and our rights and obligations with respect to the Services will be that version of the
Agreement appearing on www.marqetspace.co.uk at the time you last accessed the Services.
In this Agreement the following expressions shall have the following meanings:
any individual who is employed or engaged under contract as part of your staff and in respect of whom we have set up a User
any information about the Group, and/or any aspect of the Services and/or any aspect of the Group's business or business
methods divulged by the us and/or received or obtained by you prior to or during the period of this Agreement which is either
marked or expressed by us as confidential or which may be reasonably considered to be confidential;
any person to whom you may supply Marqetspace Products pursuant to orders received by you via the Platform;
the Customer’s name, address, contact details and order details;
any company at any time during the term of this Agreement within the Grafenia’s group of companies composed of the principal
company, its holding company and subsidiary companies (where “holding company” and “subsidiary company” shall have the
meaning as set out in section 1159 the Companies Act 2006);
each Customer order pertaining to the Subscriber’s Workgroup Account identified by a Unique Job Number;
the sum set out as such on www.marqetspace.co.uk pertaining to the Subscription;
those products and services particulars of which are uploaded to the Platform by you to be supplied to Customers via the Platform;
"Monthly Subscription Fee"
the sum set out as such on www.marqetspace.co.uk pertaining to the Subscription;
https://uk.marqetspace.com or any alternative or replacement website;
all data, graphics and information that you submit in connection with your use of the Services;
the Subscription Plan relevant to this Agreement, and which you have elected to take during the registration process;
the various packages offered by us which determine the degree of access to the Services, level of support and ancillary services
that are available to you, the Subscriber acknowledging that differing, and not all, elements and functionality of the Services are
made available pursuant to various different Subscription Plans offered by us;
the sum set out as such on www.marqetspace.co.uk pertaining to the Subscription;
"Unique Job Number"
the unique identification number generated by the Site in respect of each Job;
the password and username supplied to Authorised Users to access the Workgroup Account;
the written specification of the methods, processes and techniques devised and compiled by us to be observed and implemented
by you in using the Services at any time hereafter made available on www.marqetspace.co.uk or the Platform and as amended from
time to time;
the order management account made available to you and your Authorised Users;
any day, except a Saturday or a Sunday, on which the clearing banks in the City of London are open for ordinary business.
1.1 The headings used in this Agreement are included for convenience only and are not to be used in construing or interpreting
1.2 Any reference in this Agreement to any statute, decree, law, statutory instrument or other regulation having the force of law
shall be deemed to include any lawful modifications thereto or re-enactments thereof after the date of signature of this Agreement.
1.3 Any reference to the plural shall include the singular and any reference to the singular shall include the plural and any
reference to one gender shall include all genders.
1.4 Any reference to a person shall include natural persons, partnerships and other such unincorporated bodies, corporate
bodies and all other legal persons of whatever kind or however constituted.
1.5 Any reference to a clause or schedule shall (unless otherwise specifically provided) be a reference to a clause or schedule of
1.6 Any obligation of a party not to do an act or thing shall be deemed to include an obligation not to permit such act or thing to
be done by another person under the control of the party that is subject to the obligation in question.
1.7 The words include, includes, including and included would be construed without limitation.
2.1 During the continuance of this Agreement and upon the terms and conditions herein contained we grant you a limited non
exclusive, non sub licensable, non transferable licence to use the Services and Platform in accordance with this Agreement. This
license expressly excludes without limitation the collection and use of Customer Information (save for as is strictly required to
supply Jobs pursuant to this Agreement), ratings or feedback, or any data extraction or mining whatsoever. Furthermore you
expressly agree not to use Customer Information for the purposes of solicitation, adverting, unsolicited email, or spamming, or
other conduct we object to;
2.2 The Platform is a venue for you to complete transactions for Jobs in accordance with this Agreement, we are not your agent or
the seller of Marqetspace Products and, save where we are expressly identified as the Customer in respect of any Job, we are not
the buyer. The contract formed in respect of any Job is between you and the Customer and the enforcement of any contractual
obligations arising out of or in connection with any Job is the responsibility of you and the Customer, you use the Services and
Platform at your own risk. We are not obliged to mediate between you and Customers. You release us and all members of the
Group from any claims, demands, damages (actual and consequential) of every kind and nature, known and unknown, suspected
or unsuspected, disclosed or undisclosed, arising out of or in connection with any dispute between you and a Customer (save for
where we are the Customer);
2.3 You must provide us with true and accurate information when registering, must maintain and update that information as
applicable and are obliged to notify us of changes to your registration information immediately. You warrant that the information
you provide is true and accurate. You authorise us to use any information provided by you to verify your information and to obtain
credit reports about you from time to time while you are registered;
2.4 You must comply with all reasonable technical advice and instructions given by us with regard to the use of the Services and
to use the Services strictly in accordance with the User Policies which are incorporated by reference into, and made part of, this
Agreement. You acknowledge and agree that we shall have no liability to you in respect of any matter complained of by you where
the matter in question would have been avoided if you had adhered to the User Policies or advice and instructions given by us;
2.5 The Services require Marqetspace Products to be offered at a fixed price. Once uploaded to the Platform details of
Marqetspace Products are locked and all Jobs must meet the specifications for the Marqetspace Products submitted to the
Platform by you. You may disable or otherwise de-list Marqetspace Products at any time;
2.6 The price you submit for Marqetspace Products must include any customs, import, export, excise duty and other taxes (save
for VAT). You are responsible for specifying whether VAT applies to each Marqetspace Product. You may only charge Customers a
fixed delivery charge priced in accordance with the delivery options and prices set out by us on the Platform;
2.7 You are free to determine the prices of Marqetspace Products, however we ask you not to charge higher prices for
Marqetspace Products you choose to list on the Platform than you charge customers elsewhere. In this regard you agree to
maintain price parity between Marqetspace Products and sales of such products not made via the Platform. If you become aware
of any non compliance with the provisions of this Clause 2.6 you agree to make appropriate refunds to any Customers adversely
affected by such non compliance;
2.8 You must upload to the Platform the terms & conditions upon which you supply Jobs for Marqetspace Products, where there
is any conflict between such terms and what would be required in order for you to adhere to the provisions of this Agreement then
the latter will prevail;
2.9 You warrant and represent that you are the owner of Marqetspace Products you list to sell or are authorised to list such items
and able to transfer good title to them free from any third party claims, liens or encumbrances and that each listing is accurate
and contains all relevant information and is not misleading or otherwise deceptive;
2.10 You acknowledge and agree that we have the right, but not the obligation, to approve any Marqetspace Product listing
before allowing it to be displayed on the Platform and that we may refuse to approve any listing or disable or otherwise de-list
Marqetspace Products already listed at any time at our absolute discretion. Categories of products open to the Subscription for
listing are displayed on the Platform;
2.11 You acknowledge and agree that Customers may leave feedback and ratings on the Platform which will be viewable by
anyone having access to the Platform. You consent to and authorise us to publish such feedback and ratings even though such
feedback may be critical of you. We shall have no liability whatsoever arising out of or in connection with the publication of any
feedback or ratings and you hereby waive all rights and actions you may have against us in respect of such publication.
3.1 Before you can list any Marqetspace Products you are required to apply for and obtain an account with Stripe Payments
Europe Limited ("Stripe"), at the website located at www.stripe.com or any alternative or replacement website, to accept credit and
debit card payments online from Customers. You may not accept payment from Customers for Jobs any other way without or
consent. Customers pay in Great British Pounds. You should read Stripe’s terms & conditions and understand the fees you will be
charged by Stripe for use of their service.
3.2 You hereby consent to, and authorise Stripe to, make payment to us, from your account with them, of all fees due to us from
you pursuant to this Agreement and do all such and things, and provide all necessary assistance to us, as we require to enforce this
Agreement and our rights pursuant to it;
3.3 By registering and listing Marqetspace Products on the Platform you agree to pay the fees for the Subscription as set out in
the Sellers Subscription section of the website www.marqetspace.co.uk (the "Subscription Schedule") which is incorporated into
this Agreement by reference;
3.4 All fees listed in the Subscription Schedule are in Great British Pounds and are exclusive of VAT where applicable which will
you will pay at the same time as payment of the corresponding fee. The Subscription Schedule may vary in the future. The
Subscription Schedule in effect at the time of you accepting the relevant Job will govern the transaction, you should check the fees
and terms each time you accept a Job;
3.5 You agree to pay us the Joining Fee on registration for the Subscription;
3.6 You agree to pay us the Monthly subscription Fee on the first monthly anniversary of registration for the Subscription and on
the monthly anniversary of each month thereafter until this Agreement is terminated;
3.7 You agree to pay us the Transaction Fee in respect of each job you accept. The Transaction Fee is payable by you on payment
to your Stripe account by each Customer for each Job. The Transaction Fee consists of a fixed sum plus a percentage of the selling
price for the Job (excluding VAT), we call this the "Transfer Price", as set out on the Platform in respect of each Job. The Transaction
Fee is payable in respect of the total Transfer Price for the Job i.e. including each revenue line pertaining to the Job such as, but
not limited to, carriage and other service options.
3.8 You acknowledge and agree that notwithstanding any other provision of this Agreement, if we reasonably conclude, based on
information available to us, that your actions and/or performance in connection with the Services may result in disputes,
chargebacks or other claims, then you authorise and instruct us and Stripe to delay initiating any remittances and withhold any
payments to be made that are otherwise due to you in connection with this Agreement until completion of any investigation(s)
regarding your actions and/or performance in connection with this Agreement that may result in disputes, chargebacks or other
3.9 You should be aware of Stripe’s terms and conditions regarding chargebacks caused when a customer disputes a charge that
appears on their statement and fees relating to them. In the first instance we strongly encourage you to attempt to resolve any
disputes in respect of Jobs directly with the Customer. If requested by you or a Customer to mediate you permit us to make a final
decision and if we resolve a dispute in favour of a Customer you authorise and instruct us and Stripe to reverse variable amounts
from your Stripe account up to the value of the Job concerned.
3.10 As a security measure we may, but are not required to, impose transaction limits on you relating to the value or number of
transactions per day or over a period of time.
4.1 You agree to comply with all laws, statutes, byelaws, regulations and requirements of any government or other competent
authority relating to you and/or the use of the Services (including the Data Protection Act 1998 and any other data protection of
similar legislation that concerns the collection and/or provision of personal data including the Customer Information);
4.2 You agree not to, or purport to, sell, assign, transfer, convey, charge or sublicense your rights under this Agreement, nor
anything made available to you by us pursuant to this Agreement, including but not limited to providing, leasing, lending,
subcontracting or using for timesharing or service bureau purposes any such rights.
5.1 You acknowledge and agree that we may in our absolute discretion, at any time and without notice, make any additions,
amendments, modifications and/or changes to any aspect of the Services as we see fit and you shall have no right whatsoever to
use and/or require us to allow you to use and/or supply the Services that were in operation prior to the addition, amendment,
modification and /or change in question;
5.2 To the extent that your use of the Services enhances and/or improves Customer experience and/or use and/or enjoyment of
and/or interaction with any aspect of the Services and in respect of any idea or invention that you make in respect of the Services
you grant an irrevocable, payment and royalty free licence without limit in time (together with an unrestricted right to sub-license)
to us to replicate such use and exploit such idea or invention;
5.3 In order for us to perform our obligations pursuant to this Agreement you grant us a non-exclusive, non-transferable,
worldwide, fully-paid license to use, copy, and modify the Subscriber Content.
6.1 You acknowledge and agree that you are responsible for ensuring your Authorised Users keep all User Accounts confidential
and do not allow unauthorised persons to access User Accounts. Furthermore you acknowledge and agree that you shall be liable
for all activities that occur under all User Accounts and/or in connection with your Workgroup Account and in this regard, shall
indemnify and keep us and any member of the Group, its directors, officers, employees indemnified against all claims, demands,
actions, costs, expenses (including, but not limited, to legal costs and disbursements), losses, damages and any other liability
whatsoever arising from or suffered or incurred by reason of any use or alleged use of the User Accounts or Workgroup Account by
any person whether or not unauthorised by you. Furthermore you agree to immediately notify us of any unauthorised use of any
User Accounts or Workgroup Account. You accept and agree that we shall not be liable for any loss or damage arising from your
failure to adhere to the forgoing.
7.1 Either party may terminate this Agreement at any time by giving notice to the other. We may terminate this Agreement
immediately without notice in the event that you breach any term of this Agreement.
7.2 Without prejudice to any other right or remedy available to us and / or any member of the Group (whether pursuant to this
Agreement (including the right to terminate this Agreement), at law, or otherwise) in circumstances where we have the right to
terminate this Agreement pursuant to clause 7.1 the Licensor or any member of the Group may deactivate or suspend all or any
part of the your User Accounts relating to any systems or services made available to you pursuant to this Agreement or any other
agreement between the you and us or any member of the Group;
7.3 Upon the termination or expiration of this Agreement for any reason, you shall immediately pay us the full amount of all
monies then or thereafter due together with any interest thereon up until the date of payment and return to us or otherwise
dispose of or destroy as we shall direct any Confidential Information or other property of ours;
7.4 The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties and any
provision of this Agreement which expressly or by implication relates to or governs the acts of the parties subsequent to such
expiry or termination shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.
Furthermore in the event of termination or expiration of this Agreement for any reason all rights or obligations of the parties will
remain in effect after such termination to the extent necessary to process any Jobs placed prior to such termination.
8.1 Each party warrants that it has the right to enter into this Agreement;
8.2 To the fullest extent permitted by law we shall not in any event be liable (whether in contact, tort including negligence, or
under any statutory or implied term) for any damages of any kind without limitation, direct , indirect, special or consequential loss,
any loss of profits, any loss of bargain, any loss of opportunity or loss or corruption of data in connection with or arising howsoever
out of or in connection with this Agreement, the Services or inability to use the Services, those resulting from any goods or services
purchased or obtained or transactions entered into through the Services, messages, feedback or ratings posted on the Site, or
8.3 Without prejudice to the above provision of this clause 8 our entire liability in respect of any claim under or arising out of this
Agreement ("a Claim") shall be limited to the greater of, the sums paid to us by you pursuant to this Agreement less any amounts
paid by us to and/or on behalf of you in respect of any other Claim and the amount that we can successfully recover in respect of
the Claim in question under any policy of insurance we have in place.
9.1 You shall maintain secret and confidential all Confidential Information. You shall respect our proprietary rights in the
Confidential Information and you shall use it exclusively for the purpose of this Agreement;
9.2 You shall procure that all members of your staff who have access to any Confidential Information shall, before being given
access (whether as a result of your direct disclosure or otherwise) to such Confidential Information are made aware of and made
subject to these obligations;
9.3 The obligations imposed by this clause shall not apply to any Confidential Information which is at the date of this Agreement
in the public domain without any restriction on its use or which later comes into the public domain otherwise than by reason of
your breach of any of your obligations under this Agreement or a breach by any member of your staff of any obligation of
confidentiality that they are subject to;
9.4 The obligations imposed by this clause 9 shall survive the variation, renewal, expiry or termination of this Agreement.
10.1 You acknowledge and agree that we may reject any registration and refuse access to the Services to anyone for any reason
in our sole and absolute discretion and that we have the right to, if we consider it appropriate, cancel or otherwise halt any Job,
prevent or restrict access to the Services and Platform or take any action to restrict access to or availability of or remove any
Subscriber Content, inaccurate Marqetspace Product listings, inappropriately categorised Marqetspace Product listings,
objectionable materials or anything prohibited by this Agreement. Furthermore you acknowledge and agree that we have the
right and absolute discretion, but not an obligation, to remove, screen or edit and Subscriber Content that breaches this clause 10.1.
10.2 You acknowledge our exclusive rights to own the Services and all matters comprised therein and to utilise the same and to
grant to any other person a licence to use the Services and to amend and modify the same by variation, addition, renewal,
substitution or howsoever otherwise. We retain all right, title and interest in and to the Services and related intellectual property
and nothing in this Agreement conveys any ownership interest to you;
10.3 You acknowledge and agree that certain Customer facing tools and functionality within the Services are configured on the
understanding that you are registered for VAT or other sales tax and that we shall have no obligation to modify the Services to
function differently in the event that you are not registered for VAT or other sales tax;
10.4 We shall make all reasonable efforts to keep the Services secure notwithstanding this you acknowledge and agree that the
internet is not a fully secure medium and due to the nature of the internet it is possible that viruses, worms, trojan horses or other
similar harmful or deleterious programming routines (“Bugs”) may be inadvertently communicated by or downloaded from the
Services and that we shall not be responsible or liable for any Bugs that may infect or otherwise impact your use of your computer
equipment or other property by virtue of your access to, use of, or browsing of the Services or downloading of any content from
the Services, we recommend that you install appropriate anti-virus or other protective software;
10.5 You acknowledge and agree that we provide the Services as-is and with all faults Accordingly, you agree that, to the full
extent permitted by law, all other warranties and representations, whether oral or in writing and whether implied by statute,
common law or otherwise relating to the Services (including but not limited to performance, security, non infringement of third
party rights, integration, merchantability, satisfactory quality or fitness for a particular purpose) and which you would otherwise
have the benefit of are hereby excluded;
10.6 You acknowledge and agree that we make the Services available through the internet to the extent commercially reasonable,
and subject to outages, communication and data flow failures, interruptions and delays inherent in internet communications. You
acknowledge and agree that we do not warrant that access to the Services will be uninterrupted or error free and acknowledges
that problems with the internet, including equipment, software and network failures, impairments or congestion, or the
configuration of your computer systems, may prevent, interrupt or delay your access to the Services and that we are not liable for
any delays, interruptions, suspensions or unavailability of the Services attributable to problems with the internet or the
configuration of your computer systems. You acknowledge that access to the Services requires the use of services supplied by our
(or our Affiliate’s) internet service providers and is made available subject to the relevant third party's acceptable use policies
which you agree to be bound by and to adhere to. Notwithstanding anything to the contrary in this Agreement, access to any
mobile friendly version of the Services accessed by mobile devices may be terminated or suspended at any time;
10.7 You acknowledge and agree that the Services may include products, services, software and content supplied by, and
hypertext links to websites owned, operated, controlled and/or provided by, third parties ("Third Party Content"). Your use of any
Third Party Content may be subject to the relevant third party's terms and conditions and you agree to be bound by any such
terms and conditions made aware to you by us. You further acknowledge and agree that we give no promises about the quality,
security, accuracy or any other aspect of any Third Party Content, and excludes any and all liability arising from your use of it and
that the presence of a third party's advertising or other content supplied with the Services does not in any way give rise to, or
otherwise imply, a recommendation, endorsement or other representation on our part in respect of the third party's comments,
products or services;
10.8 You acknowledge and agree that it is you responsibility to obtain and maintain at your cost all necessary hardware and
software required to access and use the Services and that we shall have no obligation to you in this respect;
10.9 You acknowledge and agree that it is a condition of this Agreement that you nor any of your officers, directors or employees
shall knowingly or having ought reasonably to have known give us any false or misleading information or makes any
misrepresentation howsoever in connection with this Agreement;
10.10 For the avoidance of any doubt you acknowledge and agree that no rights in the Group’s intellectual property, being any
copyright, design, patent, trademark, trade name or other so called intellectual property right whatsoever (whether registered or
unregistered and whether existing now or at any time in the future), is granted to you by this Agreement. Furthermore you
acknowledge and agree that the goodwill and all other rights in and associated with the Services (including any rights in and/or to
any innovations and/or additions to the Services made by you and which we have elected to incorporate into the Services) and
any other property (including any intellectual property rights, business methods, systems and know-how of the Group) vest
absolutely with the Group and that it is the intention of the parties that all such rights and property will at all times and for all
purposes remain vested with the Group and in the event that any such rights or property at any time accrue to you by operation
of law or otherwise you will at our request immediately on demand do all such acts and things and execute all such documents as
we shall deem necessary to vest such rights and/or property absolutely with the Group;
10.11 You acknowledge and agree that you shall not (and may not allow any third party to):
10.11.1 decompile, mirror, translate, disassemble or otherwise reverse engineer any part of the Services, source code, algorithms,
or underlying ideas of the Services; or
10.11.2 provide, lease, lend, subcontract, sublicense, re-publish or use for timesharing, service bureau or hosting purposes any or
all of the Services; or
10.11.3 reproduce, modify, copy, distribute, publish, display or create derivative works of any or all of the Services;
10.11.4 alter, remove, or obscure any copyright, trademark or other proprietary notices or confidentiality legends on or in the
11.1 You shall not pledge the credit of the Group nor represent yourself as being the Group nor an agent, partner, employee or
representative of the Group and shall not hold yourself out as such nor as having any power or authority to incur any obligation of
any nature express or implied on behalf of the Group and nothing in this Agreement shall operate so to constitute you an agent,
partner, employee or representative of the Group.
12.1 You hereby agree and undertake fully and effectively to indemnify and keep us indemnified and any member of the Group
as well after as before the expiry or termination of this Agreement for and against all damages, loss, claims, demands, expenses
(including legal and professional expenses), costs and any liabilities whatsoever which we and/or any member of the Group may
at any time incur as a result of any breach by you of any provisions of this Agreement and/or your use of the Services and/or your
13.1 We may assign, transfer, sub-contract or otherwise deal with any of our rights, benefits or obligations under this Agreement
and this Agreement shall inure to the benefit of our successors and assigns and in this regard you shall do all such acts and things
and execute all such documents as we shall require;
13.2 All rights and licences not specifically and expressly granted to and conferred upon you by this Agreement are for all
purposes reserved to us;
13.3 Each of the restrictions and provisions contained in this Agreement and in each clause and sub clause hereof shall be
construed as independent of every other such restriction and provision to the effect that if any provision of this Agreement or the
application of any provision to any person, firm or company or to any circumstances shall be determined to be invalid and
unenforceable then save as provided in clause 13.4 below such determination shall not affect any other provision of the Agreement
or the application of such provision to any person, firm, company or circumstance all of which other provisions shall remain in
full force and effect;
13.4 In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of law or other
competent authority in a way which in our sole opinion materially adversely affects, our right to receive payment or other
remuneration or the terms on which we supply the Services to you then and in any such case we may without liability terminate
this Agreement forthwith and in such circumstances the provisions of clause 8 above will apply;
13.5 We shall not be liable for any non performance of any of our obligations under this Agreement to the extent that such non
performance arises from circumstances beyond our reasonable control;
13.6 No failure by us to exercise any power given to us hereunder or to insist upon strict compliance by you with any obligation or
condition hereof and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of any of our
13.7 No waiver by us of any particular default by you shall affect or impair our rights in respect of any subsequent default of any
kind by you, nor shall any delay or omission by us to exercise any rights arising from any default affect or impair our rights in respect
of the said default or any other default by you hereunder. Subsequent acceptance by us of any payments by you shall not be
deemed a waiver of any preceding breach by you of any of the terms covenants or conditions of this Agreement. Any full or partial
exercise of any remedy available to us under this Agreement shall be without prejudice to any other right or remedy available
under this Agreement, at law or otherwise, to us all of which such remedies shall remain fully exercisable;
13.8 We may send notices to you by email at the address given by you during registration, you will monitor email messages
frequently to ensure awareness of any notices sent by us, such email notice sent by us are deemed written notices for all purposes
for which written notices may be required and are deemed received the Working Day after transmission, we may also send notices
by post. You may sent notice to us by email but unless otherwise specifically provided no notice given by you under this Agreement
shall be effective unless it is also sent in writing by post, addressed to us at our registered office. A notice shall be deemed to have
been properly given if delivered by hand during normal business hours, upon delivery or if sent by recorded delivery post, on the
first Working Day after posting;
13.9 This Agreement (which for the avoidance of all doubt includes any Addendums to it) constitutes the entire agreement
between the parties and supersedes all prior agreements in connection with the subject matter hereof. No director, employee or
agent of Grafenia is authorised to make any representation or warranty not contained in this Agreement and you acknowledge
that you have not relied on any such oral or written representations;
13.10 The parties agree that a person who is not a party to this Agreement shall have no rights under the Contract (Rights of
Third Parties) Act 1999 to rely upon or enforce any term of this Agreement;
13.11 This Agreement and all rights and obligations of the parties hereto shall be governed and construed in accordance with
the Law of England and the parties hereto hereby submit to the exclusive jurisdiction of the English Courts.
Marqetspace is owned and operated by Grafenia Operations Limited a company registered in England and Wales (registered
number 02728004) whose registered office address is at Third Avenue, The Village, Trafford Park, Manchester M17 1FG
("Marqetspace"). VAT Registration No. GB764 5390 08. The particulars of ownership can be found via the Marqetspace website at:
www.marqetspace.co.uk (the "Website").
Price estimates are based on Marqetspace's current costs of production and, unless otherwise agreed, are subject to amendment
on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs.
Marqetspace reserves the right to charge the amount of any value added tax payable whether or not included on the estimate or
All work carried out, whether experimentally or otherwise, at customer's request shall be chargeable.
Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or
legible, Marqetspace shall be entitled to make additional charges on a time and materials basis to cover such additional work.
Proofs of all work may be submitted for customer's approval and Marqetspace shall incur no liability for any errors not corrected by
the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of
alterations required by the customer. When style, type or layout is left to Marqetspace's discretion, any subsequent changes to
such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis.
Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything
else whatsoever prepared, developed or created by Marqetspace shall vest in and belong to Marqetspace. Marqetspace may use
any artwork or printing produced by itself for the purposes of promoting itself. The customer shall be responsible for obtaining all
necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible
materials ("Materials") prior to instructing Marqetspace to reproduce the same. The customer shall indemnify and hold
Marqetspace and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not
limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including
but not limited to the defence of such claim) that the reproduction of the Materials by Marqetspace infringes the intellectual
property or other rights of any third party or misuses the confidential information of a third party.
All design, text, illustrations, graphics, photographs, diagrams, drawings, logos and the selection and arrangement thereof, and
all source code and all other material content of any Website owned, controlled or operated by Marqetspace and Marqetspace's
Buying Guide and Marqetspace's Marketing Collateral are the intellectual property of Marqetspace or its content providers and as
between Marqetspace and the customer all intellectual property rights (including all copyright) arising out of or connected with
such content shall belong to Marqetspace. No reproduction of any part is allowed without written permission.
Unless otherwise specifically requested in writing any work may carry the Marqetspace imprint which will be positioned at
Marqetspace's discretion. This will be made clear on any proof, prior to approval.
Turnaround is measured in Working Days, defined as days on which the clearing banks in the City of London are open for normal
business. For orders made on a Guaranteed Turnaround service (being orders guaranteed to be ready within a certain period (the
"Guaranteed Period")), delivery (as more particularly described in paragraph 9(b) below) will be made no later than 10pm on the
last Working Day of the Guaranteed Period. Should Marqetspace fail to deliver within the Guaranteed Period (see also paragraph
10 Variations in quantity), a service "credit" will be awarded up to the value of the order in question (redeemable against future
orders within 6 months of issue of the Credit in question) (the "Credit"). The customer will still be obliged to pay in full for the order
in respect of which delivery was late, including any of the sums charged specifically for the provision of the Guaranteed Turnaround
Service ("the Premium Charges"). Where the late delivery is as the result of the action or inaction of a third party, such as a carrier,
Marqetspace, at their absolute discretion, may elect to extend the Turnaround by one Working Day and the customer shall not be
awarded a Credit during this time.
These services rely on the customer not delaying the progress of the order in any way (which delays include but are not limited to
the customer not returning proofs by the time specified by Marqetspace or failing to make payment by the time such payment is
due) (a "Customer Delay"). In the event of a Customer Delay the customer shall not be awarded a Credit and the customer shall
still be obliged to pay the Premium Charges but Marqetspace shall not be bound to deliver within the Guaranteed Period.
Delivery of work by Marqetspace shall be deemed to take place upon collection of the work by the customer (where the customer
is obliged to collect the work) or (where Marqetspace is obliged to deliver the work) actual delivery of the work to the customer by
Marqetspace. Where the customer is obliged to collect the work, customer's failure to collect the work on the day on which
Marqetspace is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where Marqetspace is
obliged to deliver the work to the customer but the customer provides Marqetspace with incomplete or incorrect delivery
information or is not available to accept delivery, then provided that the Marqetspace has used reasonable endeavours to deliver
the work to the customer, a failed delivery shall be classed as a Customer Delay.
Unless otherwise specified the price quoted is for collection of the work from the Marqetspace Production Hub at Eighth Street,
Trafford Park, Manchester M17 1FG. A charge may be made to cover any extra costs involved for delivery to a different address.
Should expedited delivery be agreed Marqetspace shall be entitled to make additional charges on a time and materials basis to
cover any overtime or any other additional costs involved, including without limitation, the cost of couriers or special delivery post.
Should work be suspended at the request of or delayed through any default of the customer for a period of 30 days or more
Marqetspace shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs
Risk of, loss of, or damage to work completed by Marqetspace shall pass to the customer on delivery. Notwithstanding delivery and
the passing of risk in the work to the customer, ownership of and title to the work shall not pass to the customer and shall be
retained by Marqetspace until Marqetspace has received payment in full in respect of the work.
In the unlikely event that Marqetspace deems it necessary to re-print work, the Guaranteed Period shall recommence from the
time of Marqetspace's confirmation to the customer of its agreement to reprint the work.
Every endeavour will be made to deliver the correct quantity ordered. However some variation is inherent in the print process and
it is understood and accepted as reasonable that minor variations are immaterial and that Marqetspace shall have no liability in
respect of such variations. For other variations Marqetspace's entire liability will be to award a Credit. The Customer's sole remedy
in respect of shortages above these quantities ("Additional Shortages") will be a re-print of the entire shortage quantity of the
relevant work, to be undertaken by Marqetspace within a reasonable period of time. The Customer shall not be entitled to a Credit
in respect of an Additional Shortage.
Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to Marqetspace and the
carrier within three clear days of delivery (or, in the case of non-delivery within 28 days of despatch of the goods) and any claim in
respect thereof must be made in writing to Marqetspace and the carrier within seven clear days of delivery (or, in the case of
non-delivery, within 42 days of despatch). All other claims must be made in writing to Marqetspace within 28 days of delivery.
Marqetspace shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except
in any particular case where the customer proves that (i) it was not possible to comply with the requirements and (ii) advice
(where required) was given and the claim made as soon as reasonably possible.
Marqetspace gives no warranties or guarantees or makes any representations as to the merchantability or fitness for a particular
purpose of any completed work the subject of a customer's order and all other warranties, conditions, guarantees or
representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are
hereby excluded. Marqetspace shall not be liable for any loss arising from delay in transit not caused by Marqetspace. Further,
Marqetspace shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or
loss of anticipated savings or loss of data. The total aggregate liability of Marqetspace in respect of any and all causes of action
arising out of or in connection with the customer's order and Marqetspace's performance of services pursuant to such order
(whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise)
shall (subject to the provisions of paragraph 10) be limited to the sums paid to Marqetspace by the customer in respect of the
order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude
liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of
fraud or fraudulent misrepresentation.
Metal and other materials owned by and used by it in the production of plates, film-setting, negatives, positives and the like shall
remain the exclusive property of Marqetspace. Such items when supplied by the customer shall remain the customer's property.
Lithographic, together work or other materials supplied by the customer may be effaced or destroyed immediately after the order
is executed unless written arrangements are made to the contrary. In the latter event, Marqetspace shall be entitled to make
The customer's property and all property supplied to Marqetspace by or on behalf of the customer shall while it is in the
possession of Marqetspace or in transit to or from the customer be deemed to be at customer's risk unless otherwise agreed and
the customer should insure such property accordingly.
Where a customer fails to collect work within 20 working days from notification to the customer of completion of the work,
Marqetspace shall be entitled, at its discretion, to either store the work until actual delivery or collection is made and charge the
customer for the costs (including insurance) of storage or to destroy such work (provided that the customer shall nevertheless
remain liable for payment in respect of the relevant order).
Marqetspace may reject any paper, plates or other materials supplied or specified by the customer which it considers to be
unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the
whole or any part of such additional cost could have been avoided but for unreasonable delay by Marqetspace in ascertaining the
unsuitability of the materials then that amount shall not be charged to the customer.
Marqetspace shall have no liability in respect of any work being of less than reasonably satisfactory quality as a result of defects in
or the unsuitability of materials supplied or specified by the customer.
Marqetspace shall assume that quantities of materials supplied shall be adequate to cover normal spoilage accordingly if the
quantities of materials supplied are not sufficient to cover normal spoilage ("an Insufficient Supply") then Marqetspace shall have
no liability for any shortfall in quantity to the extent that such shortfall arises as a result of such Insufficient Supply.
For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar),
Marqetspace reserves the right to charge interest on the overdue debt at 2% above the HSBC base rate at the time and an
administration fee to cover its debt recovery costs and any other costs relating to the collection of payment.
If the customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a
company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act
of bankruptcy or has a bankruptcy petition issued against it, Marqetspace without prejudice to other remedies shall (i) have the
right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already
carried out (whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to
Marqetspace, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in
Marqetspace's possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such
goods or property in such manner and at such price as Marqetspace thinks fit and to apply the proceeds towards such debts.
Marqetspace shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature or an
infringement of the proprietary or other rights or any third party.
Without prejudice to paragraph 7 above, the customer shall indemnify and hold Marqetspace harmless against all claims,
demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered
or incurred by reason of the work it is required to produce pursuant to a customer order being or alleged to be defamatory.
Save in respect of a material breach and/or in the event that a claim arises under any indemnity set out above a contract for the
printing of a periodical publication may not be terminated by either party unless 13 weeks notice in writing is given in the case of
periodicals produced monthly or more frequently or 26 weeks notice in writing is given in the case of other periodicals. Notice may
be given at any time but wherever possible should be given after completion of work on any one issue. Without prejudice to the
foregoing, Marqetspace may terminate any such contract forthwith should any sum due thereunder remain unpaid for a period of
7 or more days from its due date.
All reasonable efforts shall be made to obtain the best possible colour reproduction on customer's work but variation is inherent
in the print process and it is understood and accepted as reasonable that, Marqetspace shall not be required to guarantee an
exact match in colour or texture between the customer's photograph, transparency, proof, electronic graphic file, previously
printed matter (whether printed by Marqetspace or other party) or any other materials supplied by the customer and the printed
article the subject of the customer's order.
Furthermore the customer acknowledges and accepts that visual representations displayed on computer screens vary significantly
and Marqetspace cannot guarantee that the colours of completed work will match those displayed on your computer screen
during the ordering process.
By placing an order with Marqetspace, the customer consents to its details being passed on to Marqetspace for accounting and
marketing purposes. The details will be kept by Marqetspace even after the customer's trading relationship with Marqetspace has
terminated. Marqetspace may use the customer's personal data to let customers know about goods and services similar to the
goods or services provided to the customer previously and any others matters that Marqetspace consider may be of interest to
customers. You may opt out at any time by Contacting Us.
Marqetspace shall be under no liability if it shall be unable to perform any obligation which is owed by it to the customer for any
reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power
supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to
procure materials required for the performance of the contract. During the continuance of such a contingency the customer may
by written notice to Marqetspace elect to terminate the contract and pay for work done and materials used, but subject thereto
shall otherwise accept delivery when available.
These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be
accessed via the Website.
These terms and conditions and all other express terms of the contract with customers shall be governed and construed in
accordance with English law. English Courts shall have jurisdiction in relation to any matters arising in connection with any contract
between Marqetspace and the customer into which these terms are incorporated.