Terms & Conditions

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation and/or invoice (Services) by Pink Ted Creative, whose office is at 7 Wyld Court Hill, Hampstead Norreys, Thatcham, Berkshire RG18 0TN (we or us) to the person buying the services (you).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation and/or invoice or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. Unless the context otherwise requires, the following terms shall have the meanings set out below:
   1. Agreement: these Standard Terms and any Quotations agreed by the Customer and Supplier;
   2. Applicable Law: the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services;
   3. Approval: agreement by the Customer for the Supplier to proceed with the work described in a Quotation and to pay the Charges set out therein;
   4. Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business, excluding any shutdown periods operated by the Supplier (the week in which Christmas day falls – with any other period being notified at least 3 months in advance);
   5. Business Hours: 9 am to 5 pm on any Business Day;
   6. Change: a change to the Services provided under this Agreement;
   7. Charges: the charges payable to the Supplier, as described in the applicable Quotation;
   8. Commencement Date: the start date of the agreement as stated above;
   9. Confidential Information: all information of commercial value, in whatever form or medium, concerning or relating to the Services, information pertaining to business operations and strategies, or the parties generally whether technical or commercial, including all specifications, drawings and designs, disclosed in writing, on disk, orally or by inspection of documents or pursuant to discussions between the parties, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
   10. Content: text, graphics, animation, data, audio and/or digital video components and all other components of the Deliverables, and the selection and arrangement thereof, other than program code, whether created by the Supplier for the Customer or provided by the Customer to the Supplier for inclusion as part of a Website;
   11. Customer / Client: The person buying this service;
   12. Customer Software: software owned by or licensed to the Customer as of the Commencement Date, purchased by/licensed to the Customer by any third party other than the Supplier thereafter, or Software which the Supplier assigns all Intellectual Property Rights in pursuant to these General Terms, (including the existing Umbraco website applications, related databases and associated software);
   13. Deliverable: any Service provided by the Supplier to the Customer under an Agreement as defined in a Quotation;
   14. Freelancer: The Supplier;
   15. General Terms: These terms and conditions;
   16. Intellectual Property Rights: all intellectual property rights wherever in the world, whether registered or unregistered, including copyright, rights in know-how and confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, utility models, design rights, semi-conductor topography rights, database rights and rights to sue for unfair competition or passing off;
   17. Services: as the context requires, the provision by the Supplier to the Customer of any services of the following nature:
       1. graphic design such as logo design, graphic or printed material;
       2. designing, developing or enhancing a Website;
       3. creating or updating Content on a Website;
       4. creating content for any other Channels;
       5. any services which the Customer takes or agrees to take from the Supplier;
   18. Virus: any thing or device (including any software, code, file or programme) which may:
       1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
       2. prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or
       3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
   19. Website: a website or web application operated by the Customer, or by the Supplier on behalf of the Customer, using the Core Software and any Developed Software;
   20. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
   21. Words imparting the singular number shall include the plural and vice-versa.

Services

5. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation and/or invoice, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
6. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation and/or invoice; however, time shall not be of the essence in the performance of our obligations.
7. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

8. You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
9. If you do not comply with clause 8, we can terminate the Services.
10. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees and Deposit

11. The fees (Fees) for the Services are set out in the quotation and are on a time and materials or fixed price basis.
12. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services. The nature of expected additional fees are set out in the quotation.
13. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
14. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
15. You must pay a deposit ("Deposit") as detailed in the quotation within 14 days of acceptance.
16. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
17. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).

Cancellation and amendment

18. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
19. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
20. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and any additional costs will be included in the Fees and invoiced to you.
21. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

22. We will invoice you for payment of the Fees either:
    1. when we have completed the Services; or
    2. on the invoice dates set out in the quotation.
23. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
24. Time for payment shall be of the essence of the Contract.
25. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 15% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
26. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
27. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
28. Receipts for payment will be issued by us only at your request.
29. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

30. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
31. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Clause for Substitution, Control & Obligation

32. The relationship between the Client and the Freelancer is not that of an employee, worker, agent or partner and the Freelancer will not give the impression that it is. As this is not an employment contract, the Freelancer is fully responsible for their own taxes and is not entitled to Client’s benefits.
33. The Client will not provide the Freelancer with any training.
34. The Freelancer cannot enter into any contracts, make promises or act on behalf of the Client.
35. The Client shall have no right to, nor shall seek to, exercise any control or supervision over the Freelancer in the provision of the services. The Freelancer will endeavour to co-operate with the Client’s reasonable requests within the scope of the services, however it is noted that the Freelancer will have autonomy over their working methods.
36. The Freelancer may appoint a suitably qualified substitute on their behalf.
37. Both parties agree and intend that there be no mutuality of obligations either during or following the agreement.
38. The Freelancer will be home based or work remotely from a location of their choosing.

Termination

39. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable 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
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), 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 are commenced relating to your insolvency or possible insolvency.

Intellectual property

40. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

41. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
42. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
43. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. 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 claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services; or
    6. any virus affecting your website.
44. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
45. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party's control

46. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

47. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
48. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
49. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

50. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

51. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

52. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

If you have any questions or concerns, please contact us at [email protected].