Terms of Business

The following are the Terms and Conditions of trading of JNB Publishing Limited trading as Treacle Factory. All work undertaken by JNB Publishing Limited trading as Treacle Factory (TF) is subject to these terms unless expressly agreed in writing to the contrary. For the avoidance of doubt these Terms and Conditions apply to any contract made between Treacle Factory and its Customer whether in writing or otherwise.

Price estimates are estimates only and not to be taken as a fixed price – unless clearly stated otherwise. They are based on current costs (at the relevant time) to Treacle Factory of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance of the services, where such amendment is required in order to meet any rise or fall in such costs.

Unless stated otherwise all prices quoted by Treacle Factory exclude VAT. VAT will be charged at the prevailing rate as determined by HMRC. The payment of VAT is the responsibility of the Customer.

All work carried out at the Customer’s request, whether experimentally or otherwise, will be chargeable unless otherwise agreed in writing.

(a) Unless negotiated and agreed in writing, the copyright and moral rights (if any) of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by TF shall vest in and belong to TF. TF may use any artwork or printing produced by itself for the purposes of promoting TF and or any subsidiary or affiliated company. 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 TF to reproduce the same. The Customer shall indemnify and hold TF and its agents and/or 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 TF infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.

(b) 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 Treacle Factory are the intellectual property of Treacle Factory and the customer all intellectual property rights (including all copyright) arising out of or connected with such content shall belong to Treacle Factory. No reproduction of any part is allowed without written permission. A release fee will be charged for supplying high resolution artwork or open files (i.e. Indesign, Illustrator or PSD) to a third party, subject to any third party copyright restrictions regarding images, fonts and or content.

(c ) It is understood and agreed that damages alone may not be sufficient remedy in cases of the Customer’s breach of 4(b) above.

A formal quotation will be provided by TF to the Customer in advance of commencing any job. The quotation will detail the costs involved. Acceptance of the quotation is required in order for TF to commence the job. Once the job is commenced, the Customer will be liable to pay for the entire job, unless otherwise agreed in writing. In cases where the job is unable to be completed for any reason beyond the reasonable control of TF the Customer is liable to pay for any part of the job which has been completed on a quantum meruit basis or a pro-rata percentage of work that has been started.

Should you wish to cancel an accepted job, you must do so in writing. You will be liable to pay any design and/or production and/or any other costs that have been properly accrued up to the date of cancellation, (including costs incurred but not yet paid by TF). In cases where we are unable to complete a job due to lack of further instructions from you, TF reserves the right to treat the job as cancelled. In the event that TF cancels a job, it may be resumed at TF’s discretion at any time within 12 (twelve) months from the date of cancellation with any previous payments credited against the job on completion.

Our design fees are fixed. However TF expressly reserves the right the right to make additional charges where the work involved/undertaken exceeds that determined at the time of providing the quote. Additional charges will be made for, but not limited to, the following types of additional work, unless specified otherwise within the quote:
a) Re-drawing or editing supplied images
b) Illustrations of maps, plans, graphs or charts
c) Researching and supplying images
d) Copy writing
e) Converting text into a digital, editable format
f) Liaising with third parties to obtain copy relating to the job
g) Redesigning as the result of changes to the design brief
Where additional charges are applicable TF will inform you of this and provide a revised quotation to confirm the revised price.

Proofs of all work may be submitted for customer’s approval and TF shall incur no liability for any errors not corrected or spotted by the customer in proofs so submitted. When style, type or layout is left to the discretion of TF, 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. Printed proofs are available at an additional charge and are not included in the quotation. Whilst reasonable skill and care is used to ensure the accuracy of all artwork and design, TF does not accept responsibility for any errors or omissions noticed after a job has been approved by the Customer. Changes to artwork after approval will be chargeable and may also incur additional costs if production has been started. In the event that changes to approved artwork are required you will be advised of the financial implications of doing so. Please note that unless expressly requested, TF will not supply proofs of any kind for artwork supplied print only jobs. Ripped PDF proofs are not supplied in any instances however they are available free of charge on request.

All artwork should be provided as print-ready PDF files that are PDF/X-1a compliant with all images at 300dpi, fonts embedded with bleed and crop marks included. Please see for information on creating suitable PDF files for print. We can also accept EPS, TIF, PSD and JPG files that are supplied at 300dpi and which include bleed however a charge may be made for exporting these files to PDF. Packaged InDesign or Illustrator files can be supplied however a charge will be made for exporting the files to PDF and this will require proofing by the client to ensure the result is satisfactory.

TF uses a fixed design fee which includes amendments, subject to what TF deems to be reasonable. Whilst we endeavour to keep the design fee fixed at the quoted price, additional charges will be made for, but not limited to, the following unless specified within the quote:
a) The number of amendments required is deemed to be excessive as determined by TF.
b) Changes required differ significantly to the original brief.
c) Large amounts of text and/ or images require replacement after having been supplied
d) Where amendments are not grouped into substantial, single sessions.

TF will use reasonable skill and care to ensure the accuracy of all jobs. However in cases where a proof has been supplied to the Customer and approved by the Customer, TF cannot accept responsibility for any errors or omissions within artwork, files, print or digital publication. TF shall not be liable for any loss, damage or expense (whether direct indirect or consequential) to the customer arising from errors or omissions relating to artwork, print or digital publication. Where TF does have a liability to the Customer such liability will be limited to ten times the fees paid. It is agreed that all loss of profits, loss of business, pure economic loss or similar are fully excluded, whether direct, indirect or consequential.

Turnaround is measured in Working Days, defined as days on which the clearing banks in the City of London are open for normal business. Delivery of work by the Treacle Factory 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 the Treacle Factory is obliged to deliver the work) actual delivery of the work to the customer by Treacle Factory. Where the customer is obliged to collect the work, customer’s failure to collect the work on the day on which Treacle Factory is contractually obliged to have it ready for collection shall be classed as a Customer Delay. Where Treacle Factory is obliged to deliver the work to the customer but the customer provides TF with incomplete or incorrect delivery information or is not available to accept delivery, then provided that Treacle Factory has used reasonable endeavours to deliver the work to the customer, a failed delivery shall be classed as a Customer Delay.

Should expedited delivery be agreed TF 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 Treacle Factory shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

Risk of loss of or damage to work completed by TF 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 TF until TF has received payment in full in respect of the work.

In the unlikely event that Treacle Factory deems it necessary to re-print work, the Guaranteed Period shall recommence from the time that Treacle Factory gives confirmation to the customer of its agreement to reprint the work.

Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to TF 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 TF 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 TF within 28 days of delivery TF 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.

Treacle Factory gives no warranties or guarantees nor makes any representations as to the merchantability or fitness for a particular purpose of any completed work. All other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions (and those made by fraudulent misrepresentation) are hereby excluded. Treacle Factory shall not be liable for any loss arising from delay in transit not caused by TF. Further, TF shall not be liable for any indirect, special, punitive 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 TF in respect of any and all causes of action arising out of or in connection with the customer’s order and TF’s performance of such 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 sum of ten times the fee paid to TF by the customer in respect of the order pursuant to which liability has arisen or £2000 – whichever is the greater. 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.

The customer’s property and all property supplied to Treacle Factory by or on behalf of the customer shall while it is in the possession of Treacle Factory 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, Treacle Factory 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).

For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), Treacle Factory 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, Treacle Factory 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 Treacle Factory, and (ii) in respect of all unpaid debts due from the customer have a general lien on all goods and property in Treacle Factory’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 Treacle Factory thinks fit and to apply the proceeds towards such debts.

Treacle Factory 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 4 above, the customer shall indemnify and hold TF 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, Treacle Factory may terminate any such contract forthwith should any sum due there under 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, Treacle Factory 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 Treacle Factory or other party) or any other materials supplied by the customer and the printed article the subject of the customer’s order.

By placing an order with Treacle Factory, the customer consents to its details being stored for accounting and marketing purposes. The details will be kept by Treacle Factory even after the customer’s trading relationship with the Treacle Factory has terminated. Treacle Factory 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 Treacle Factory consider may be of interest to customers.

TF shall be under no liability to the Customer if it shall be unable to perform any duty or obligation for any reason whatsoever beyond its control including (but not limited to ) Act of God, act of state/fait au princes, war, fire, flood, terrorism, drought, failure of power supply, lock-out, strike, sabotage inability to procure materials required for the performance of the contract.

These terms and conditions may be amended from time to time by TF. The latest version of these terms and conditions can be accessed via TF’s Website. We do not guarantee that that the website will always be available.

These terms and conditions and all other express or implied terms of the Contract with the Customer shall be governed and construed in accordance with English law. The English Courts shall have exclusive jurisdiction in relation to any matters or disputes arising out of or in connection with these terms and conditions or any contract between TF and the Customer.