1.1 In this Contract where the following words or phrases appear in capitalised form they shall have the meanings as set out below:-
|Means an Artist recommended by Commission An Artist Limited;
Commission An Artist Limited
Means the date when the Customer makes the payment;
|The artwork, design or piece requested by the Customer;
the terms and conditions set out below;
|“Contract”||the contract for the design of your Commission subject to these Conditions;|
|“Contract Price”||the amount set out in the initial quotation;|
|You, the person, persons, company or other organisation who has requested the commission from CAA by one of our Artists.
Means the Customer has ceased to pay its debts in the ordinary course of business, or cannot pay its debts as they become due.
Any drawings, photographs, specifications and work schedules provided by the Customer to aid the Artist;
1.2 In this Contract:-
1.2.1 any gender includes any other gender;
1.2.2 headings shall not affect interpretation;
1.2.3 any reference to a statutory provision includes a reference to any modification or re-enactment of the provision from time to time in force;
1.2.4 references to “the Commission”, “the Contract” or any payment includes any part of any of them.
2.1 CAA shall manage the performance and execution of the Commission in accordance with this Contract to the exclusion of any terms and conditions which the Artist purports to apply or which are implied by trade, custom or course of dealing.
2.2 Any variation to this Contract is of no effect unless agreed in writing by an authorised representative of CAA.
2.3 CAA’s employees or agents are not authorised to make any representation concerning the Commission unless confirmed by CAA in writing, and the Artist acknowledges that it does not rely on, and waives any claim for breach of, any such unconfirmed representation (unless such representation is made fraudulently).
2.4 Any advice or recommendation given by CAA or its employees or agents to the Artist as to the treatment of the Commission (in whole or in part) which is not confirmed in writing by CAA is followed or acted upon entirely at the Artist’s and customer’s own risk.
3.1 CAA reserves the right to modify or discontinue the site with or without notice to the Customer or any third party. CAA will not be liable for any loss caused by such an interruption.
3.2 CAA does not guarantee continuous, secure or uninterrupted access to the site.
3.3 All Artworks/Commissions shown on the Website are only as accurate as the web design process allows. When necessary any garment, print or piece can only be matched to a pantone reference, which must be provided by the Customer. Variance in colour will always be a possibility however, CAA will do it’s very best to ensure Artists match all colours but will not be liable for any errors in matching.
3.4 CAA recommends ordering a sketch should the Customer feel it necessary.
- ORDERING a COMMISSION
4.1 When an order is placed, CAA reserves the right to decline to accept any Commission for any reason whatsoever.
4.2 When an order is placed with CAA and is then cancelled if works on the Commission have not yet commenced CAA will seek to effect such cancellation with the Artist however no assurances will be given in this regard. Once a Commission is ordered, the Customer accepts liability for any costs arising from cancellation prior to works commencing.
4.3 It is accepted that once a Commission order is placed with CAA the Customer is bound by these Conditions.
- Carrying out the Commission
5.1 CAA’s Artists shall carry out and complete the Commission using materials, goods and workmanship of satisfactory quality.
5.2 CAA’s Artists shall use reasonable skill and care when carrying out and completing the design of the Commission. CAA makes no warranty that the Commission will be fit for the Customer’s purpose.
6.1 Neither the Artist nor CAA shall, without the written consent of the other, assign the Contract or any rights thereunder (such consent shall not be unreasonably withheld or delayed).
6.2 CAA may outsource the whole or any part of the Commission. CAA shall use all reasonable endeavours to ensure the Commission is completed to the Customers’ requirements in all respects in accordance with clause 3 notwithstanding any such outsourcing.
- Variations and Provisional sums
7.1 The Artist may not, without CAAs approval, issue instructions requiring an addition to, omission from, or other change in the Commission or the order or period in which they are to be carried out. If a request to alter the Commission is made orally they shall, within 2 days, confirmed this in writing.
7.2 The Artist and CAA shall endeavour to agree a price and any extension of time prior to CAA carrying out the instruction.
7.3 Failing any agreement under clause 7.2 any instructions issued under clause 7.1 shall be valued by CAA on a fair and reasonable basis using any relevant prices in the initial artist bid and such valuation shall include any direct loss and/or expense incurred by CAA due to the regular progress of the Commission being affected by compliance with such instruction.
8.1 The Artist shall reasonably insure against loss and/or damage.
8.2 CAA shall maintain an “all risks” insurance policy in the amount of £250,000.00 to cover CAA for the full costs of damage to the Commission and to any Reference Documents.
8.3 CAA shall maintain public liability insurance in the amount of £250,000.00.
9.1 Unless prevented by the Artist, CAA shall endeavour to commence the Commission on the Commencement Date.
9.2 Any dates for performance are approximate only and time of performance is not of the essence.
9.3 The Artist, acting reasonably at all times, shall certify the date when in his opinion the Commission will be completed.
10.1 The Contract may not be cancelled by the Artist except with CAA’s written agreement and on terms that the Artist shall indemnify CAA against all loss (including loss of profit), costs, (including the cost of all labour, materials and fabricated goods), damages, charges and expenses incurred by CAA as a result of cancellation.
10.2 CAA reserves the right to defer the date of commencement of the Commission or to cancel the Contract without liability to the Artist if it is prevented from or delayed in carrying on its business by any cause beyond CAA’s reasonable control.
10.3 If the Artist gives written notice to cancel the Contract after work has commenced, CAA will use reasonable endeavours to find an alternate Artist or will refund any payment by the Customer in full within a reasonable period of time.
10.4 If it becomes apparent that the Commission will not be completed by the Date for Completion stated in the Contract (or any later date fixed in accordance with the provisions of this clause 10.4) for reasons beyond the control of CAA, then CAA shall thereupon in writing so notify the Artist who shall make, in writing, such extension of time for completion as may be reasonable. Reasons within the control of CAA include any default of CAA or of others employed or engaged by or under him for or in connection with the Commission and of any supplier of goods or materials for the Commission.
11.1 The Contract Price of the Commission is the price listed in the initial quotation. The Contract Price will also be confirmed to the customer via email.
12.1 Payment of the Contract Price for the Commission is due prior to any work commencing.
12.2 Time of payment is of the essence.
12.3 For the purposes of this Contract, payment is received when CAA receives it in cleared funds.
12.4 Payment to the Artist shall be made without any deduction or set off once the Commission has been completed and received by Commission an Artist and any outstanding payment, if any, is received by the Customer.
12.5 Interest at an annual rate of 8% above Barclays Bank plc base rate from time to time will accrue daily (both before and after judgement) and be calculated on a daily basis on client’s overdue accounts from the date of invoice until payment. CAA reserves the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
12.6 Despite any provision allowing credit, payment is due and payable to CAA immediately upon cancellation or termination of the Contract.
12.7 If the Customer fails to make any payment on the due date then the whole Contract Price of all of the Commission undertaken to date shall be immediately due and payable without demand and CAA may:-
12.7.1 Cancel the Contract or suspend deliveries or performance of the Artist; and/or
12.7.2 Appropriate any payment made to the Artist to such of the Commission (or the Commission supplied under any other contract between the Artist and the CAA) as CAA thinks fit.
12.8 CAA is entitled to set off sums owed by CAA to the Artist against sums owed by the Artist to CAA.
12.9 Progress images are signed off by the Customer and the following percentages of the initial payment received by Commission an Artist will be non-refundable. The following sets out the progress image process, where at each stage the Customer signs off the artwork as acceptable:
Stage 1 – Progress Image 1 – Initial Outline – 50% of the payment is non-refundable
Stage 2 – Progress image 2 – Colour Added – 75% of the payment is non-refundable
Stage 3 – Progress Image 3 – Finished Artwork – 100% of the payment is non-refundable
13.1 The Commission remains the property of the Artist until:-
13.1.1 the artwork has been delivered to CAA; and
13.1.2 all other sums which are or which become due from the Customer on any account with CAA have been received by CAA.
13.2 The costs in producing the Commission and the Commission itself are at the risk of the Artist from the date work on the Commission commences.
13.3 Until ownership passes to the Customer the Artist must:
13.3.1 store the Commission at their own cost on their premises;
13.3.2 suitably insure the Commission; and
13.3.3 not destroy, deface or obscure any Commission.
14.1 The following sets out the entire liability of CAA (including any liability for the acts or omissions of its employees, agents) to the Customer in respect of any breach of this Contract, any representation or statement made or act or omission relating to or done in connection with the Contract and in respect of any contemplated performance or lack of performance including negligence and other tortious liability.
14.2 All warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest extent permitted by law.
14.3 Nothing in this Contract excludes or limits CAA’s liability for death or personal injury caused by CAA’s negligence or for fraudulent misrepresentation or excludes or limits any other liability to the extent such liability may not be excluded or limited as a matter of law.
14.4 Subject to clauses 14.2 and 14.3:-
14.4.1 CAA shall not be liable to the Artist for:-
(a) any loss of profit, loss of production, financial loss, depletion of goodwill;
(b) any loss to the value of the Commission in between transporting from Artist to Customer or vice versa;
(c) any indirect loss, damage, costs or expenses whatsoever; and
(d) any delay to the completion of the Commission
- in each case which arise out of or in connection with the Contract or its contemplated performance or lack of performance.
- CAA’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance or lack of performance of the Contract shall be limited to 50 (fifty) per cent of the Contract Price.
15.1 The employment of the Artist shall terminate immediately upon either the Artist or the Customer being subject to an Insolvency Event or similar.
15.2 In the event that either party commits a breach of its material obligations under the Contract (the ‘Defaulting Party’) the other party shall serve a written notice specifying such breach. If the Defaulting Party does not remedy such breach within 21 days of such notice the other party may serve a further notice upon which the employment shall terminate.
15.3 Upon termination under clauses 15.1 and 15.2 CAA shall as soon as reasonably practical prepare an account. The account shall set out the amounts referred to in clauses 15.3.1, 15.3.2, 15.4 and 15.5, namely:
15.3.1 the total value of work executed at the date of termination of the Artist’s employment, ascertained in accordance with this Contract as if the employment had not been terminated, together with any other amounts due to CAA under this Contract;
15.3.2 the cost of materials or goods properly ordered for the Commission for which CAA then has paid or is legally bound to pay;
15.4 After taking into account any amounts previously paid to CAA under this Contract the Artist shall pay to CAA the amount due in respect of the account prepared within 14 days of its submission.
15.5 Termination of the employment of the Artist shall not affect rights and duties accrued before termination and in particular shall not affect CAA’s rights contained in clause 12. However, the Artist’s rights contained in that clause shall immediately terminate.
- RETURN POLICY
16.1 CAA provides a bespoke service whereby one-of-a-kind Commissions are requested to the Customers strict specifications and therefore, refunds and/or returns are not possible.
17.2 All Commissions will be produced to the highest quality however, due to the nature of some Commissions where repeat print working is requested no two garments are to be the same. Ink, thread, embroideries etc. on products by their nature apply differently each time CAA will not be held liable for any loss resulting from this , nor will return of Commissions be accepted.
17.3 Although CAA has a thorough quality control process in place, when printed pieces are Commissioned, CAA recommends 5% more Commissions are ordered due to the unlikely occurrence of seconds in the production process which may mean an order is short after seconds have been identified. When placing such an order, the Customer acknowledges Commissions delivered may be +/- 5% to the order by size, colour, style etc. on receipt. If less Commissions than expected are delivered in a bulk order, CAA will detail the discrepancy in a despatch sheet.
17.4 Customers are encouraged to take care when providing specifications and to fully understand the terms and conditions of their order.
17.5 Customers after accepting Progress Image 3, understand that no refund, replacement or compensation can be claimed.
17.1 The Artist agrees to:-
17.1.1 pay due regard to all information supplied by CAA relating to the use of the Commission necessary to ensure the Commission will be safe and without risk to health at all times;
17.1.2 indemnify CAA in respect of any and all claims arising from the Commission being unsafe as a result of the Artist’s activities; and
17.2 CAA and the Artist, shall carry out and complete the Commission in a proper and workmanlike manner in compliance with the health and safety plan and the statutory requirements.
CAA shall have a general lien (together with a power of sale) on all property owned by the Artist in CAA’s possession in satisfaction of any payment due or owing from the Artist on any account.
19.1 CAA may choose to waiver their copyright depending on the Commission, should the Artist or Customer seek to own the copyright, trademark, licensed materials or logos in their Commission they require CAAs written confirmation of this permission.
19.2 The Artist shall have a licence to copy and use drawings produced in performing the Commission, but only for purposes related to the Commission.
19.3 CAA shall have the right to publish photographs of the Commission, if agreed with the artist and customer.
19.4 CAA will not be held liable for any wrongful use of copyrighted, trademarked or otherwise licensed logos, designs or artwork in products supplied.
- Dispute Resolution
20.1 Either party may refer any dispute or difference arising out of this Contract to adjudication at any time.
20.2 Where the parties are unable to agree on a person to act as adjudicator, the adjudicator shall be a person who is an Ombudsman for Retail.
21.1 Each right or remedy of CAA under the Contract is without prejudice to any other right or remedy of CAA, whether or not under the Contract.
21.2 If any provision of the Contract (including any provision of clause 13) is found by any competent authority to be invalid, unenforceable or unreasonable, it shall be severed from the remainder of the Contract which shall continue in full force and effect.
21.3 Failure or delay by CAA in enforcing or partially enforcing any provision of the Contract is not a waiver of any of its rights under the Contract.
21.4 Any waiver by CAA of any breach by the Artist is not a waiver of any subsequent breach.
21.5 Any notice to be given by either party to the other under this Contract must be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified for these purposes.
21.6 Notices addressed to CAA shall be marked for the attention of Helen Johnson.
21.7 Notices shall be delivered personally or sent by first class post or sent by e-mail.
21.8 A notice is deemed to have been received:-
21.8.1 if delivered personally, at the time of delivery;
21.8.2 if sent by prepaid first class post, on the second working day after posting (exclusive of the day of posting);
- if sent by e-mail, on a working day prior to 4.00pm at the time of completed transmission and otherwise on the next working day.
21.9 The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
- The Contract shall be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.