Terms & Conditions
Company information: Orwell Independent Ltd., registered at Fulford House, Newbold Terrace, Leamington Spa, Warks, CV324EA, company number: 14337675.
Office address: Orwell Independent Ltd, Mead House, Crawley, Winchester, SO21 2QE
INTRODUCTION
1. The following terms of business apply to all products and services (Services) provided Orwell Independent Ltd (we or us) to the person buying the products or services (you) .
2. You are deemed to have accepted these terms either when you accept, or ask us to proceed with, a quotation or cost estimate OR from the date of any performance of the Services(whichever takes place first).
3. The parties acknowledge that these Terms of Business supersedes any prior Terms of Business issued by us
4. You acknowledge that you have not relied on any statement, promise or representation which has been given to you by or on our behalf before deciding to enlist our Services.
5. Please read these Terms ofBusiness carefully as they form the agreement between us and you once we commence working together. If you have any questions, please do not hesitate to contact us.
INTERPRETATION
6. The headings we have used in this document are purely to allow for quick referencing. They should not affect your interpretation.
SERVICES
7. We will use reasonable care and skill when performing our Services. The Services undertaken will be laid out to you in a quotation or cost estimate (Quotation), including any respective specifications. If we are providing a retained service or theServices relate to a specific project, there may be a signed specification or service agreement (Agreement)
8. We will use our reasonable endeavours to complete the work required as part of our Services within the agreed timescales or as set out within the original quotation or specification
9. We shall be free to provide our Services to third parties whether during or following the provision of the Services to you.
YOUR OBLIGATIONS
10. It is your responsibility to obtain any consents, licenses or any other permissions which we need, as well as all relevant collateral and other matters which need in order to provide you with the Services.
11. We will not be held liable for any delays or failures to provide the Services if they are caused by your failure to provide us with the information we require (as above).
12. It is your responsibility to ensure you are available for communications with us in relation to yourServices. We will not be held responsible for any delays, non-satisfactoryServices or similar which have occurred as a result of a lapse in your communication with us.
13. You are obliged to inform the Company immediately of changes in domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services we deliver.
ACCEPTANCE OF SERVICES
15. It is your responsibility to test and approve our Services as they are supplied to you and to raise any issues or questions within a timely manner. Failure to respond within 14 days following receipt will be considered approval and 'sign off' of the Services.
FEES
18. The fees (Fees) for theServices we provide will be set out in the Quotation or Agreement. If there isa supporting Agreement for your Services, this will supercede whatever is outlined in the Quotation. We will endeavour to update you as soon as reasonably possible if changes are made to estimations or budgets in relation to theServices you have asked us to perform for you.
19. In addition to the Fees, if required, we reserve the right to recover from you a) reasonable incidental expenses incurred in delivering the Services b) the cost of services provided by third parties and required by us for the performance of the Services c) the cost of any materials required for us to provide the Services.
20. You agree to pay for any additional Services you need us to provide which are not detailed in the Quotation or Agreement. This will be charged at our current hourly rate, in effect at the time of performance, or another rate that may be agreed between us.
21. Unless otherwise expressly stated, all of our Fees are in Pounds Sterling
22. We aim to keep any price increases to a minimum. However, we reserve the right to increase our fees. Any changes to Fees will be communicated to you at the earliest opportunity, either in writing or via email.
CANCELLATION AND AMENDMENT
23. We can withdraw, cancel or amend a Quotation or Agreement if it has not been accepted by you, or if theServices have not started, within a period of 30 days from the date of the Quotation.
24. While we always try to ensure that our Quotations and Agreements are accurate - we reserve the right to amend a Quotation in the event that there is an event or omission.
25. If you want to amend any details of the Services or Agreements you must tell us in writing as soon as possible. We will try to make any required changes - however any additional costs incurred in changing your Services or Agreements will be included in theFees and invoiced to you.
26. If, due to circumstances beyond our control, we have to make any changes in the Services we provide to you, we will notify you as soon as possible. We will try to keep any such changes to a minimum.
PAYMENT
27. We may invoice you at the end each provision of Service or at the end of each calendar month for the time and materials which have been utilised, in accordance with your Quotation orAgreement. By 'time and materials', we refer specifically to the hours used by us to deliver your Services within the calendar month the invoice relates to. Invoices should not be mistaken for completion of project stages. The exceptions to these are retained and annual services (such as ongoing business advisory) where your Quotation or Agreement will have outlined fixed monthly or annual Fees.
28. You must pay the Fees due within 30 days of the date of the invoice unless there are alternative credit terms agreed between us.
29. New clients may be subject to a credit check before proceeding with Services. If the results are not satisfactory, we will ask for payment in advance of completing any Services- this will be communicated to you in advance and will supercede the payment terms outlined in this document.
30. If you require us to complete work within a shorter time frame than specified in the Quotation orAgreement, we reserve the right to charge additional monies to prioritise such projects ahead of pre-planned work. This will be communicated to you in advance and will supercede the payment terms outlined in this document
31. We understand and exercise our statutory right to interest under the Late Payment of Commercial Debts(Interest) Act 1998. If you do not pay within the period set out above, or following our reminder letter, we will charge you interest at the rate of 5%per annum above the base lending rate of the Bank of England from time to time on the outstanding amount until we have received payment from you in full.
32. All payments due under these Terms of Business must be made in full without any deductions except as required by law.
33. If you do not pay within30 days of the invoice date or after our payment reminder, we reserve the right to suspend any or all of our Services and cancel any future Services which have been arranged with you. Suspension of your services does not relieve you of the obligation to pay the amounts owed.
34. If you default, you agree to cover the cost of reasonable legal expenses and third party collection agency fees in the enforcement of these Terms of Business.
TERMINATION
36. We can terminate your Services immediately if you:
a. are found to have committed a material breach of your obligations under these terms and conditions; or
b. do not make payment for amounts due under theQuotation or Agreement on the due date of payment; or
c. are or become, or in our opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under theInsolvency Act 1986, or any other arrangement is made with its creditors; or
e. enter into compulsory or voluntary liquidation, have a receiver, manager or administrative receiver appointed in respect of your assets or any part of the business, any documents are filed with the court to appoint administrators in respect of you, notice of intention to appoint an administrator is given by you or any directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings commenced relating to your possible insolvency or insolvency.
37. If you want to cancel your services, you must give us at least 30 days written notice.
38. In the case of retained services, payment must be made in full for the intended month of cancellation.
39. If you do not formally terminate your Services, your Agreement shall renew automatically for a further term until either party notifies the other of its wish to terminate theAgreement.
INTELLECTUAL PROPERTY
40. We reserve all copyright and other intellectual property rights to all parts of the Services delivered to you until full payment of the Fees have been made. Any exceptions to this will be detailed to you in a separate Agreement.
41. We also reserve all copyright and other intellectual property rights to any materials provided to you at the point of engagement or Quotation - regardless of whether or not you utilise our Services.
42. It is your responsibility to ensure you have the right to use any Intellectual Property Rights when you provide any text, images or representation (Materials) for incorporation into the Services and you hereby grant or agree to procure (as applicable) an irrevocable license to us to such Materials for the purposes of providing the Services
43. You are responsible for ensuring that the contents of the Materials which you have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We are entitled to reject and delete suchMaterials without incurring any liability.
44. You acknowledge that certain Services may involve the licensing of third party Intellectual PropertyRights and that you may be required to enter into a license directly with such third party. Unless otherwise expressly stated, all Fees are exclusive of costs for the acquisition of Intellectual Property Rights for materials required to deliver your Services. Should you impose the terms of the licenses of such third parties, you are responsible for any fines or penalties which are incurred as a result of misuse - including (but not limited to) the purchasing and renewal of data lists, renewal of plugins and extensions, image licenses, trademarks and copyrights.
45. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
LIABILITY & INDEMNITY
46. Our liability under these Terms of Business, and in breach of statutory duty, and in misrepresentation or otherwise, shall be limited as set out in this section.
47. You are responsible for obtaining all legal clearances required for the performance of Services.
48. Neither party shall be held responsible for delays or Neither party shall be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of these Terms of Business.
49. The maximum liability for either us or you is limited to the total amount of Fees payable by you under the Quotation or Agreement.
50. We are not liable (whether caused by our employees, contractors or otherwise) in connection with our provision of the Services or the performance of any other obligations under these Terms of Business or the Quotation or the Agreement for:
a. any indirect, third party, special, consequential, exemplary or punitive damages or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third party scams; or
c. non-performance caused by activities or factors beyond our reasonable control, including delays and non-performance caused by viruses, denial of service attacks, other omissions by third parties, Internet service providers, search engines, third party websites, contractors hired by us or you, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God or terrorism.
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from your choice of Services and your understanding of how they will meet your requirements or your use of the Services
51. You acknowledge that guaranteed results are not a part of the Quotation or the Agreement and we will not accept responsibility for a decline in results or performance as a result of external factors outside of our control.
52. We shall not be liable for ensuring that such Services lead to a certain performance improvements
DATA PROTECTION
56. For the purpose of supplyingServices to you, we may gain access to and/or acquire the ability to transfer, store and process your organisational data.
57. You agree that where processing of personal data takes place, you shall be the 'data controller' and we shall be the 'data processor' as defined in the GDPR (General DataProtection Regulation). For the avoidance of doubt, 'Personal Data', 'Processing','Data Controller', 'Data Processor' and 'Data Subject' shall have exactly the same meaning as in the GDPR.
58. We will only process personal data to the extent required for us to supply the Services - either as outlined in our Privacy Policy or as requested by and agreed between us and you.
59. We will not retain any personal data for longer than necessary for data processing and will refrain from processing personal data for any third party purposes.
60. We will not disclose personal data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict 'need-to-know' basis and only under the same conditions as set out on these Terms of Business.
61. During the term of the Agreement or while Services are being provided to you by us, and for a period ending 2 years from termination thereof, you will not disclose to any persons within your organisation that do not have a need to know, or to any third party, any information or Materials provided by us which concern the method or approach we use to provide Services.
SUB-CONTRACTING
63. We reserve the right to subcontract or delegate any or all of our obligations under these Term and Conditions to a third party.
MARKETING & PUBLICITY
66. Each party may state in its publicity and marketing materials that the other is a provider or a customer as the case may be.
67. In the interest of our own promotion and marketing efforts, we reserve the right to utilise anonymised project details, background information, your company logo and images of theServices supplied to you and the results you achieved, and testimonials or direct quotes provided by you in our case study material, our website and other related marketing or promotional collateral. If you do not wish to be included in such material, please discuss this with us at your earliest convenience.
69. The parties acknowledge and agree that an Agreement for Services supersedes a prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitutes the entire agreement between us relating or our services.
70. We shall be obliged to attempt to settle any disputes arising between us, including disputes relating to the existing or validity of an Agreement through negotiation, provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
71. This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including claims and disputes which are non-contractual) shall be subject to the exclusive jurisdiction of the English and Welsh courts. customer (as the case may be)