Terms & Conditions
Standard Terms and Conditions
- We agree to provide our services and deliverables to you on the following terms. These constitute a contract between us and you and must be read together with any proposal by us to you and any other documents explicitly agreed to be part of this contract. Any other terms contained in any other document are excluded unless their inclusion is expressly agreed by us both in writing.
In these terms:
- “we” and “us” means Closed Sundays Limited a company registered in England under number 8451135;
- the “Deliverables” means the deliverables that you have ordered from us from time to time and that we have agreed to provide;
- the “Services” means the services that you have ordered from us from time to time and that we have agreed to provide; and
- the “Work” means the Services and the Deliverables.
- You must pay the charges that we have agreed with you for the Work. When we make a change to those charges or rates we will notify you before we start any work for you.
- Our terms of payment for all charges are 30 days after your receipt of our invoice.
- Unless agreed otherwise, all charges for the Work are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.
You agree that you will:
- ensure that your employees co-operate fully with us in relation to our carrying out the Work; and
- promptly give us such assistance and information as we may reasonably require for our proper and efficient provision of the Work. If you do not give us instructions promptly this will inevitably increase the cost of our doing the Work and affect the timescales for delivery.
Suitability of Deliverables
- We shall make every effort to ensure that the Deliverables supplied are of good quality and free from defect. However, you should use your own skill and judgement as to the overall suitability of all items supplied by us at your request for your particular purpose or for use under any specific conditions.
Risk in and title to Deliverables
- Any Deliverable is at your risk from the time of its delivery to you.
- Ownership of the Deliverable shall not pass to you until we have received payment in full (in cash or cleared funds) of all sums due to us in respect of it.
- Until full payment to us you shall hold the Deliverable as bailee for us and in a fiduciary capacity and shall store the Deliverable in such a way as to enable it to be identified as our property.
- If we are not paid, we reserve the right of re-possession of any Deliverable in which title has not passed to you. For this purpose you grant us an irrevocable licence for us to enter any of your premises during normal business hours.
- We agree to keep confidential any information that you tell us about your business and future plans and any other matter which either you say is confidential or which is clearly confidential. You agree to keep confidential anything that we say to you is confidential.
- Unless directed otherwise by you, we will act in accordance with the instructions of any of your staff involved in the assignment.
- We recognise that commercial considerations may require the amendment of your plans. You may require us to change, reject, cancel or stop any or all plans, schedules or work in progress and we shall take all reasonable steps to comply, provided that we can do so within our contractual obligations to third parties. In the event of any cancellation or amendment you agree to reimburse us for any expenses to which we are committed and also pay our charges for work already done. Where we have committed contractors or our employees to work on your business, unless we have agreed otherwise we reserve the right to charge the equivalent of our minimum commitment to them upon your cancellation or amendment.
Additional Instructions by you
- Any fixed charges that we agree with you are for the Work that we agree at that time. If we are asked to carry out additional work or your brief to us changes or the timescales for the project are reduced we reserve the right to make an additional and appropriate charge. We will try to notify you in advance that this additional work will mean additional charges but this may not always prove possible where commercial circumstances require us to carry out such additional work quickly.
- We will seek your approval wherever time permits. However signed faxes, e-mails and, in exceptional circumstances, oral approval will be acceptable. In the case of oral approval we will try to ensure that written confirmation will be sent to you.
Our Employees and Sub-contractors
- You agree that, except with our prior written permission, both during this Agreement and for six months after its end you will not solicit, employ or otherwise deal with any of our employees and sub-contractors with whom you have had contact during this Agreement.
- We will not issue any press release about our Work for you without your prior approval. Unless otherwise agreed, we may, however, mention publicly (including on Instagram and Twitter) that we are, or have been, involved in work for you.
Intellectual Property Rights
- Provided that all our charges for a piece of Work are paid by you, we assign to you all the intellectual property rights that we created in such Work since we started work on it for you. For the avoidance of doubt, such assignment does not cover intellectual property rights that belong to third parties and not to us. In that case we will procure that you have the right to use such third party rights in connection with our Work for the purposes of your business.
- You agree to indemnify us against any claim that may be made against us by a third party in connection with work prepared for you by us which was based on information or material provided by you to us.
- Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
- Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
- In addition to the termination rights set out earlier, we may, at any time and at our sole option, either suspend your access to our Work under this Agreement until you give suitable undertakings or terminate this Agreement immediately if:
- you breach any term of this Agreement; or
- any charge remains unpaid by you for more than 30 days after the receipt of its invoice by you.
- We warrant to you that we will seek to supply the Services with reasonable skill and care. We accept liability for our own negligence, but only to the extent stated in this clause.
- Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud or, to the extent that such rights may not be contracted out of, as affecting the statutory rights of any person dealing as a consumer.
- Our total liability to you under this Agreement shall not exceed the amount paid by you for the Work over the previous 12 months.
- Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or subcontractors, other than Excluded Loss. In this clause the expression “Excluded Loss” means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
- For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
- We do not have any implied obligation, duty or liability in contract other than those explicitly stated in this Agreement.
- Neither party is liable for any breach of this Agreement caused by matters beyond that party’s reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central Government or other authorities.
- Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
- This contract excludes and/or supersedes any previous statements or agreements between uswhether written or oral relating to the provision of the Work.
- No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
- If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. (See www.cedr.co.uk). Unless otherwise agreed, the mediator shall be appointed by CEDR. If the parties have not settled the dispute by the mediation within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
- This Agreement shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.