Terms & Conditions

TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

1. Definitions

1.1 In these Conditions the following definitions apply:

2. Introduction

2.1 These Conditions apply to and form part of the Contract between us. No other terms will apply.

2.2 From time to time we may vary these Conditions. Should these changes take place after you have placed an Order then the original Conditions at the time of placing your Order will apply.

2.3 Each Order by you to us shall be an offer to purchase the Services subject to these Conditions. Orders can be made by telephone (with a follow up email or written quotation) or by email.

2.4 You may withdraw or amend an Order at any time provided that notice in writing of such withdrawal or amendment is received by us before we accept the Order.

2.5 In certain situations, we will not accept an Order. If we are unable to accept an Order, we shall notify you as soon as reasonably practicable.

2.6 We may accept or reject an Order at our discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
2.6.1 our written acceptance of the Order; or
2.6.2 performance of the Services or notification to you that they are ready to be performed (as the case may be).

2.7 For the avoidance of doubt, the Services will not commence until we have agreed the terms of the Order and you have accepted these Conditions.

2.8 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Fee and payment

3.1 The fee for the Services shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with our charges in force from time to time (Fee). The Fee will either be a fixed fee or on a time spent basis in accordance with our hourly rates. Details of the fee structure will be set out in the Order.

3.2 Please note, our standard charges may change from time to time. Should our charges change after you have placed an Order, the Fee agreed with you will continue to apply.

3.3 Any additional work not set out in an Order will be quoted for and billed separately.

3.4 We shall invoice you for the Services at any time after performance of the Services.

3.5 We require payment of each invoice in full within 7 days of the date of each invoice to the bank account nominated by us.

3.6 We reserve the right to charge interest at a rate of 4% a year above the base rate of the Bank of England on late payments.

4. Performance

4.1 The Services will be carried out at such times and places as determined by us.

4.2 The Services shall be agreed and set out in an Order. The Services shall be deemed performed on completion of the performance of the Services as specified in the Order.

4.3 We shall use our reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.

4.4 We shall not be liable for any delay in or failure of performance caused by your failure to provide us with adequate instructions for performance or otherwise relating to the Services or a Force Majeure.

5. Warranty

5.1 We warrant that the Services shall be supplied with reasonable care and skill.

5.2 You warrant that you have provided us with all relevant, full and accurate information as required by us.

5.3 Except as set out in this clause 5:
5.3.1 we give no warranties and make no representations in relation to the Services; and
5.3.2 shall have no liability for their failure to comply with the warranty in clause 5.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

6. Indemnity

You shall indemnify, and keep indemnified, us from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with your breach of any of your obligations under the Contract.

7. Limitation of liability

7.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 7.

7.2 Subject to clause 7.5, our total liability shall not exceed the Fees paid by you to us under the Contract.

7.3 Subject to clause 7.5, we shall not be liable for consequential, indirect or special losses.

7.4 Subject to clause 7.5 we shall not be liable for any of the following (whether direct or indirect): loss of profit, loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated or any harm to reputation or loss of goodwill).

7.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
7.5.1 death or personal injury caused by negligence;
7.5.2 fraud or fraudulent misrepresentation;
7.5.3 any other losses which cannot be excluded or limited by applicable law;
7.5.4 any losses caused by wilful misconduct.

8. Intellectual property

8.1 All Intellectual Property Rights in the content and materials delivered to us by you in order for us to carry out the Services is owned by you.

8.2 On payment of all invoices payable by you, we shall assign all Intellectual Property Rights in the content created or developed by us in the provision of the Services unless otherwise agreed.

9. Confidentiality and announcements

9.1 For a period of 5 years from the date of the Contract, we both agree to keep all Confidential Information of the other party confidential except for:
9.1.1 any information which was in the public domain at the date of the Contract;
9.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
9.1.3 any information which is independently developed by a party without using information supplied by the other party to which the Confidential Information belongs; or
9.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses 9.1.1 to 9.1.3 shall not apply to information to which clause 9.3 relates.

9.2 Neither of us shall make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority and unless otherwise agreed with each other.

9.3 To the extent any Confidential Information is Protected Data (as defined in clause 10) such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 10.1.

10. Processing of personal data

10.1 We agree that you are a Controller and that we are a Processor for the purposes of processing Protected Data pursuant to the Contract. You shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. You shall ensure all instructions given by you to us in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws.

10.2 We shall process Protected Data in compliance with the obligations placed on us under Data Protection Laws and the terms of the Contract.

10.3 You shall indemnify, and keep indemnified, us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 10.

10.4 We shall:
10.4.1 only process (and shall ensure our personnel only process) the Protected Data in accordance with the schedule and the Contract (including when making any transfer to which clause 10.8 relates), except to the extent:
(a) that alternative processing instructions are agreed between us in writing; or
(b) otherwise required by applicable law (and shall inform you of that legal requirement before processing, unless applicable law prevents us doing so on important grounds of public interest); and
10.4.2 if we believe that any instruction received from you is likely to infringe the Data Protection Laws we shall be entitled to cease to provide the relevant Services until we have agreed appropriate amended instructions which are not infringing.

10.5 Taking into account the state of technical development and the nature of processing, we shall implement and maintain adequate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

10.6 We shall:
10.6.1 not permit any processing of Protected Data by any agent, sub-contractor or other third party (except our Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without your prior written authorisation;
10.6.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 10 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by us and ensure each such Sub-Processor complies with all such obligations;
10.6.3 remain fully liable to you under the Contract for all the acts and omissions of each Sub-Processor as if they were our own; and
10.6.4 ensure that all persons authorised by us or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

10.7 We shall (at your cost):
10.7.1 assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to us; and
10.7.2 taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

10.8 We shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without your prior written authorisation.

10.9 We shall, in accordance with Data Protection Laws, make available to you such information that is in our possession or control as is necessary to demonstrate our compliance with the obligations placed on us under this clause 10 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 10.9).

10.10 We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

10.11 On the end of the provision of the Services relating to the processing of Protected Data, at your cost and your option, we shall either return all of the Protected Data to you or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires us to store such Protected Data. This clause 10 shall survive termination or expiry of the Contract.

11. Force majeure

Neither of us shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 60 days, either of us may terminate the Contract by written notice to the other.

12. Termination

12.1 Either of us may terminate the Contract at any time by giving notice in writing to the other if:
12.1.1 the other commits a material breach of Contract and such breach is not remediable;
12.1.2 the other commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or
12.1.3 (in our case), you fail to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after we have given notification that the payment is overdue.

12.2 We may terminate the Contract at any time by giving notice in writing to you if you stop carrying on all or a significant part of its business, or indicate in any way that you intend to do so or you are unable to pay your debts or you are subject to any events or circumstances similar to the ones stated in this clause 12.2.

12.3 In the event that you wish to terminate the Contract for any other reason, you shall be liable to pay 100% of the Fee.

13. Miscellaneous

13.1 Notices

13.1.1 Any notice or other communication given by a party under these Conditions shall (a) be in writing and in English; (b) be signed by, or on behalf of, the party giving it (except for notices sent by email); and (c) be sent to the relevant party at the address set out in the Contract.
13.1.2 Notices may be given, and are deemed received:
(a) by hand: on receipt of a signature at the time of delivery;
(b) by post: at 9.00 am on the second Business Day after posting;
(c) by email: on receipt of a read receipt email from the correct address.

13.2 Entire agreement
13.2.1 We agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between us and supersede all previous agreements, understandings and arrangements between us, whether in writing or oral in respect of its subject matter.
13.2.2 We both acknowledge that we have not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. Neither of us shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
13.2.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

13.3 Assignment
You may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without our prior written consent.

13.4 No partnership or agency

We are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between us, other than the contractual relationship expressly provided for in it. Neither of us shall have, nor shall represent that we have, any authority to make any commitments on the other’s behalf.

13.5 Severance
13.5.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
13.5.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, we shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

13.6 Waiver
13.6.1 No failure, delay or omission by the Contract in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
13.6.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by us shall prevent any future exercise of it or the exercise of any other right, power or remedy by us.

13.7 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, or the Contract, the terms of the Conditions shall prevail.

13.8 Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

13.9 Governing law and Jurisdiction
These Conditions are subject to the laws of England and Wales and we both agree to the jurisdiction of the English courts.

[ ] I HEREBY CONFIRM THAT I HAVE READ AND UNDERSTOOD THESE CONDITIONS AND AGREE TO THEM.