1. Purpose and scope
This document sets out the core contractual terms Mindvision Media Ltd uses for supplying promotional goods and related services to business customers. It is written as a controlled first draft for internal review and is not a final legal document.
Key decisions this section helps with:
- Whether these terms apply to a given order or engagement.
- Whether additional or different terms need to be agreed in writing.
Notes for reviewers: the applicability and exclusivity language, and any cross-reference to an order confirmation or quotation, should be checked for consistency with commercial practice and existing templates. Any specific references to timings, penalties or remedies should be confirmed by legal counsel. [REVIEW REQUIRED]
Next step: confirm whether these terms should apply automatically to all orders or only when explicitly incorporated in an order acknowledgement. [REVIEW REQUIRED]
2. Definitions and interpretation
This section defines the key terms used in the terms and conditions and sets basic interpretation rules (for example, how "writing" is interpreted and that headings do not affect meaning).
Typical definitions to confirm and finalise include:
- Commencement Date — definition used for services start. [REVIEW REQUIRED]
- Goods, Services, Contract Price and Delivery Date — ensure these match commercial paperwork. [REVIEW REQUIRED]
- Supplier identity: "Mindvision Media Ltd" and company information as used below. Company registration number and address must be verified. Mindvision Media Ltd, company number 6205932, Turks Farm, Pink Lane, Charlton, Malmesbury, Wiltshire, SN16 9GR. [REVIEW REQUIRED]
- Business Day — the working day definition used for notices and time calculations. [REVIEW REQUIRED]
Interpretation rules to check:
- That references to "writing" explicitly include agreed electronic communications. [REVIEW REQUIRED]
- Whether singular/plural and gender references are addressed as here. [REVIEW REQUIRED]
Next step: confirm the exact definitions to be included in the final customer-facing terms and whether any additional defined terms are required for specific product categories. [REVIEW REQUIRED]
3. Orders, acceptance and the basis of sale
This section explains how a quotation or order becomes a binding contract, the limits of sales literature and who may vary the terms.
Points for decision and review:
- How a contract is formed (for example by written acceptance, delivery, service provision or invoice). The sample draft follows a multi-trigger approach but this should be confirmed to match operational practice. [REVIEW REQUIRED]
- Whether any employee or agent is authorised to make representations and the requirement for written confirmation of such representations. [REVIEW REQUIRED]
- That typographical errors in customer-facing documents are correctable without creating liability. Consider adding an approval process for corrected communications. [REVIEW REQUIRED]
- Quotation validity period — draft uses a 30-day example. Confirm preferred quotation validity. [REVIEW REQUIRED]
Next step: confirm binding acceptance triggers and approve the standard quotation validity that the sales team will use. [REVIEW REQUIRED]
4. Goods, services, delivery, returns and title
This is the substantive commercial section covering specification, minimum order units, delivery arrangements, risk and when ownership passes.
Key operational and legal points to confirm:
- Specification and illustrations — sales materials are a guide only; final specification should be set out in sales documentation or order confirmation. [REVIEW REQUIRED]
- Minimum order quantities and how the supplier will adjust order quantities if the customer's requested quantity does not meet the supplier's pack or minimum unit rules. [REVIEW REQUIRED]
- Delivery timing — drafts commonly state that delivery dates are approximate and not "time of the essence" unless agreed. Confirm whether and when time is of the essence. [REVIEW REQUIRED]
- Risk transfer points (for collection, supplier delivery, or installation) and that risk passes on the events listed. Review to ensure this aligns with carrier and insurance arrangements. [REVIEW REQUIRED]
- Retention of title until cleared payment and related rights to repossess goods. Ensure repossession rights and premises access wording comply with operational realities and legal advice. [REVIEW REQUIRED]
- Returns and defective goods process — notification windows in the draft (for example 3 business days for visible defects) should be confirmed. [REVIEW REQUIRED]
Next step: confirm minimum unit policies, defect notification windows and the precise wording on risk and title to be used. Operational teams should provide input before legal sign-off. [REVIEW REQUIRED]
5. Price, payment and customer default
This section covers how prices are set, VAT treatment, invoicing and payment terms, and remedies available to the supplier if a customer fails to pay.
Areas that need confirmation:
- Standard payment terms in the draft are 30 days from invoice. Confirm the required payment term for Mindvision Media Ltd and whether early-payment discounts or alternative terms are used. [REVIEW REQUIRED]
- Credit control: confirm the supplier's approach to accepting orders from customers without satisfactory references and the process for withdrawing credit. [REVIEW REQUIRED]
- Interest on overdue sums — the draft uses a sample rate (1% per annum above Bank of England base rate). If a rate is to be specified, this should be reviewed by finance and legal. [REVIEW REQUIRED]
- Which bank/payment details will appear on invoices and internal controls for payment reconciliation. Contact for billing queries: Telephone 01666 826 226 and email info@mindvision.co.uk (or support@mindvision.co.uk for support matters). Please confirm which address should appear on invoices. [REVIEW REQUIRED]
Next step: confirm payment terms, the overdue interest policy, and billing contact details. Finance and credit control should review and approve. [REVIEW REQUIRED]
6. Liability, indemnities and confidentiality
This section sets out how risk is apportioned if things go wrong, the scope of indemnities, exclusion of certain losses, and confidentiality commitments between the parties.
Reviewer action points:
- Limit of liability: the draft contains a sample cap (for example limited to the Contract Price). Any cap on liability or exclusions of consequential loss should be reviewed by legal and commercial teams to ensure it is acceptable and enforceable. [REVIEW REQUIRED]
- Excluded losses: standard drafting excludes indirect, special or consequential losses; confirm whether this approach aligns with customer expectations and sector practice. [REVIEW REQUIRED]
- Indemnities: confirm the scope of customer indemnities for misuse of goods or breach of statutory obligations. [REVIEW REQUIRED]
- Confidentiality term length in the draft is 12 months post termination; confirm the appropriate duration and any carve-outs (for legal compulsion, regulators, or subcontractors). [REVIEW REQUIRED]
- Personal injury and fraud carve-outs: retain the mandatory exceptions that cannot legally be excluded. [REVIEW REQUIRED]
Next step: legal to confirm liability caps, indemnity scope and confidentiality duration before publication. Consider adding specific clauses about intellectual property in proofs and artwork. [REVIEW REQUIRED]
7. Communications, force majeure, third-party rights and review control
This final section covers practical notice procedures, events outside reasonable control, third-party rights and the document review process.
Items to confirm:
- Notice procedures: agree the addresses and inboxes to be used for formal notices and confirm the acceptable transmission methods (post, courier, email). Draft includes telephone 01666 826 226 and info@mindvision.co.uk for general contact; support@mindvision.co.uk may be used for support matters. Confirm which addresses are 'formal notice' addresses. [REVIEW REQUIRED]
- Force majeure: standard wording relieves parties from liability for events beyond reasonable control; confirm the list of examples and any notice/mitigation obligations. [REVIEW REQUIRED]
- Third-party rights: confirm whether the Contracts (Rights of Third Parties) Act 1999 should be excluded (typical in commercial contracts). [REVIEW REQUIRED]
- Governing law and jurisdiction: draft commonly uses the law and courts of England and Wales; confirm this choice for Mindvision Media Ltd and seek legal approval. [REVIEW REQUIRED]
- Review and change control: set a plan for periodic review (for example annual) and prior approvals for any changes. Do not publish without an internal legal and commercial sign-off checklist. [REVIEW REQUIRED]
Next step: produce a short sign-off checklist (commercial owner, finance, operations, legal) and schedule the first formal review. Confirm governing law and formal notice addresses. [REVIEW REQUIRED]