TERMS AND CONDITIONS OF TRADE (14 TERMS)

05-11-2004 subject to change without notice

1. GENERAL

a.       The Company means Halaqah Media Ltd. whose Company registered id:
3935180

  1. The Customer means the person, firm or Company set out below.
  2. The Master means any goods or articles whatsoever (including copyright works) supplied to the Company by the Customer for copying or adaptation.
  3. These terms and conditions shall apply to the acceptance of any order by the Company.
  4. No variation of these Terms and Conditions shall be effective unless made in writing and signed by an authorized officer or employee of the Company. At the request of the Customer the Company will verify whether any named individual has the requisite authority.

2. DELIVERY

a.       Delivery dates are approximate only and not of contractual effect. The Company shall not have any liability for loss or damage (including loss of profits and consequential loss) to the customer in respect of any failure to deliver on any particular date. Where delivery is delayed otherwise than due to default by the Company the Customer shall pay all costs and expenses occasioned thereby, including a reasonable charge for storage. All storage is at the Customerís risk.

  1. Goods for delivery outside Great Britain are sold F.O.B. British Port or Airport and the Customer shall be responsible for obtaining and paying for all necessary imports and other authorizations.
  2. The goods shall be at the Customerís risk from the time of delivery or, if transport has been arranged by the Customer, from the time they are delivered to the carrier for transport to the Customer.

3. RETENTION OF TITLE

Property in all goods to be delivered by the Company to the Customer (including Masters to be returned to the Customer) shall remain vested in the Company until payment due under all contracts between the Company and the Customer has been made in full. Further, should the Customer alter the goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way then the resulting product will pass into the ownership of the Company until payment due under all contracts between the Company and the Customer has been made in full.

4. PRICE

a.       All prices quoted by the Company are inclusive of Value Added Tax. (where applicable)

  1. Any cost or loss caused to the Company by the Customerís neglect or default or lack of instructions shall be paid by the Customer in addition to the contract price.
  2. The prices at which goods are sold are the respective prices listed in the Companyís price lists in force at the date of acceptance of the Customerís order but such prices do not include any charge for handling and delivering goods which may be made by the Company. The Company reserves the right to vary any contract price at any time to take account of any increase in the cost price of goods, in the alteration made in specification upon which the contract is based, any costs for waiting time or other expenses incurred by the Company as a result of matters beyond its control, special deliveries or part deliveries or any other variation in the original order made at request of the Customer, and any extra cost borne by the Company made as a result of any Government legislation, EEC Regulation or the effects of devaluation or fluctuation in the exchange currency rates.
  3. Where a specific quotation is given by the Company for work to be exclusively undertaken during a given period which is lower than the Companies general published rate and the Customer subsequently cancels the contract for whatever reason or places work elsewhere the Company shall be entitled to charge the Customer the difference between the quoted price and the published rate for all the work undertaken during the period to which the quotation applied.
  4. Unless expressly agreed in writing by the Company accounts are due and payable in full on receipt of the invoice in respect thereof.
  5. QUANTITY DELIVERED The Company reserves the right to invoice for quantities of goods delivered within a tolerance of plus or minus 10% of the total quantity per title ordered by the Customer and to adjust the invoice accordingly.
  6. Any cheque returned unpaid will incur a £30 administration charge
  7. Every month a payment remains unsettled will incur a £30 admin charge.

5. REJECTION

If any of the goods or packages containing the same, do not comply with the order or with any terms of these conditions (including, for the avoidance of doubt the implied conditions) the Customer shall be entitled to reject those goods or any part of them by Notice within 5 days after delivery thereof. In any such case, Notice of Claim must be given to the Company within 5 days of delivery. If the Customer fails to comply with this requirement he shall have no claim against the Company and shall pay for the goods accordingly. No claim for rejection can be made where the defect in the supplied goods or services would not in the opinion of Company substantially affect the merchantable quality of the goods or the purpose for which the goods are intended. Variations in print quality and colour match cannot be a cited as a reason for rejection unless the Customer agrees with the Company in advance and in writing the standard of print to be supplied and any such agreement will only apply to one specific job or jobs specified in writing.

6. LIABILITY

To the extent that this exclusion is permitted by Law the Company shall not be liable in any circumstances whatsoever for any direct or indirect loss or damage to property (including the Master, Plates, Film-sets or Artworks) incurred or suffered by the Customer or any other person as a result of any negligence or fault or defect in goods or services provided by the Company and in no circumstances shall the Company be liable for any consequential loss or loss of profits suffered as a result of any such fault or defect. Further, the Companyís liability whether in respect of one claim or other aggregate of claims by the Customer shall not exceed the price payable by the Customer under the contract (which the Customer hereby agrees is a reasonable pre-estimate of his anticipated loss).

7. MASTERING, PLATES, FILM & ARTWORK

Any production masters (including bin loop masters) and printing plates, films or artworks made by the Company shall remain the property of the Company and any charges relating are for the time and expertise in creating them. The Company reserves the right to dispose of the same and any supplied printed paper parts without reference to the Customer if they remain unused for longer than twelve months.

8. CANCELLATION & TERMINATION

a.       Orders accepted by the Company may be cancelled only with the written consent of the Company, such consent to be in the Companyís absolute discretion and then only upon payment of all reasonable cancellation charges which shall include expenses incurred by the Company.

  1. If the Customer is adjudicated insolvent or commits any act of bankruptcy or compounds or makes any arrangements with creditors or proceedings are commenced or petition presented for the liquidation of the Customer or if a receiver or manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

9. FORCE MAJEUR

The Company shall be under no liability whatsoever for any delay, loss or damage caused wholly or in part by any act, matter or anything beyond the Companyís reasonable control.

10. GOVERNING LAW

All orders accepted by the Company and any dispute or litigation arising there from shall be governed by English Law and be subject exclusively to the jurisdiction of the English Courts. For Islamic business International Islamic law take precedence. Disputes not settled in the Islamic court must be then transferred to English courts.

11. NOTICES

Notices shall be given by either party by letter sent by facsimile transmission or by first class post and addressed to the other party at its principal place of business or last known address or (in the case of a Company) current registered office. Any such notice shall be deemed to have been received on the date of dispatch in the case of facsimile transmission, and on the second working day after posting if sent by post.

12. CONSENTS

The Customer hereby confirms and warrants that he has obtained the consent of the owners of all rights (including musical, artistic and other copyright and performing rights) in and attaching to the Masters or Artworks required for the carrying out of the contract by the Company.

13. INTELLECTUAL PROPERTY RIGHTS

Any intellectual property rights of whatsoever nature (including but not limited to those relating to marketing or promotion materials, image or styling design, logos, web site design names or URLs, artwork, graphics, packaging design, concepts) created in whole or part by The company in relation to the customershall be and remain at all times the exclusive property of the company (save in respect of copyrights in compositions bona fide created by the Artist) and use thereof shall be licensed to the customerunder the terms of a separate agreement (subject to the written consent of the parties hereto) which agreement shall also constitute agreement between the company and the customeras to the costs to the customerof such additional creative input.

14. ADDITIONAL SERVICE TERMS

All payment is due on completion of specified work.Payment must be redeemed if a projects naturally timeline is delayed due to the client. i.e. if a project is charged for 3 days of work and the client stalls on supplying items or approving drafts then the payment will be due as if the project had no interruptions.
Any issues with studio and other service work must be made know within 3 working days of receipt of the service (studio/video/web design/etc)
The company is not responsible for any materials (files, images, photos, data) beyond the life cycle of the project. Backups are at the desecration of the company.