Terms And Conditions


Terms and Conditions

Application and entire agreement

  1. These Terms and Conditions apply to the provision of the services detailed in my quotation (Services) by Theodore Bigby,
    to the person buying the services (you).
  2. You are deemed to have accepted these Terms and Conditions when you accept my quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and my 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 my 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.

Definitions and Interpretation

  1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. Words imparting the singular number shall include the plural and vice-versa.
  4. The term “goods” can also be interpreted as the provision of digital products such as applications, web pages and websites, in addition to physical products such as business cards.

Services

  1. I warrant that I will use reasonable care and skill in my performance of the Services which will comply with the quotation, including any specification in all material respects. I can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and I will notify you if this is necessary.
  2. I will use my reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, unless specified clearly in any agreement such as a ‘request for quotation’, time shall not be of the essence in the performance of my obligations.
  3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless I specify otherwise.

Your obligations

  1. You must obtain any permissions, consents, licences or otherwise that I need and must provide me with access to any and all relevant information, materials, properties and any other matters which I need to provide the Services.
  2. If you do not comply with clause 10, I can terminate the Services.
  3. I am 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

  1. The fees (Fees) for the Services are set out in the quotation. Fees for the services can be based on half-day, daily, fixed price or retainer rates and specified in your request for quotation.
  2. In addition to the Fees, I 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 me for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
  3. You must pay me for any additional services provided by me that are not specified in the quotation in accordance with our then current, applicable 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.
  4. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

  1. I 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 30 days from the date of the quotation, (unless the quotation has already been withdrawn).
  2. Either I or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
  3. If you want to amend any details of the Services you must tell me in writing as soon as possible. I will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
  4. If, due to circumstances beyond my control, including those set out in the clause below (Circumstances beyond a party’s control), I have to make any change in the Services or how they are provided, I will notify you immediately. I will use reasonable endeavours to keep any such changes to a minimum.

Payment

  1. I will invoice you for payment of the Fees either:
    1. as a 30% stage payment before work has begun
    2. when I have completed the Services; or
    3. on the invoice dates set out in the quotation.
  2. You must pay any Fees specified as a stage payment before the provision of services can commence immediately.
  3. You must pay the Fees due upon completion within 30 days of the date of my invoice or otherwise in accordance with any credit terms agreed between us.
  4. Time for payment shall be of the essence of the Contract.
  5. 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 5% 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.

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  6. 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.
  7. If you do not pay within the period set out above, I can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
  8. Receipts for payment will be issued by us only at your request.
  9. All payments must be made in Pound Sterling (£/GBP), unless otherwise agreed in writing between us.

Sub-Contracting and assignment

  1. I can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of my rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of my obligations to any third party.
  2. You must not, without my 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.

Termination

  1. I 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 pay any amount due under the Contract on the due date for payment; or
    3. are, become, or, in my 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

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    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

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    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 paragraph 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

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

Liability and indemnity

  1. My 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.
  2. The total amount of my liability is limited to the total amount of Fees payable by you under the Contract.
  3. I am not liable (whether caused by my employees, agents or otherwise) in connection with our provision of the Services or the performance of any of my 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 my obligations if such delay or failure is due to any cause beyond my 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.
  4. You must indemnify me against all damages, costs, claims and expenses suffered by me arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
  5. Nothing in these Terms and Conditions shall limit or exclude my liability for death or personal injury caused by my 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

  1. 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

  1. 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).
  2. 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 email;
    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.
  3. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

No waiver

  1. 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

  1. 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

  1. 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.

Changes to these terms and conditions

  1. I reserve the right to change these terms and conditions as I may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on my Website.

    You may contact me by email at legal@theodorebigby.com

These terms and conditions were last updated on 1st May 2019