Terms & Conditions
- Definitions & Interpretation
These terms should be read carefully. They supplement the terms provided in any proposal or quote provided by Ruddle Digital (Ruddle Digital) and become legally binding when that proposal/quote is signed and/or agreed.
Supplier: Ruddle Digital, which uses the trading name Ruddle Digital
Purchaser of Supplier Services: Who is purchasing services from the Supplier.
Business Day: A day other than a Saturday, Sunday or public holiday in England.
Charges: The charges payable by the Customer for the supply of the services in accordance with clause 5 (charges and payment).
Commencement Date: Has the meaning set out in clause 2.3.
Conditions: These terms and conditions as amended from time to time in accordance with clause 15.4.
Contract: The contract between the Supplier and the Customer for the supply of services in accordance with these conditions.
Control: Shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Default: Has the meaning set out in clause 4.2.
Data Protection: includes:
- (a) the Data Protection Act 1998;
- (b) the Data Protection Directive 95/46/EC;
- (c) the Electronic Communications Data Protection Directive 2002/58/EC;
- (d) the Privacy and Electronic Communications (EC Directive) Regulations 2003;
- (e) the Regulation of Investigatory Powers Act 2000 and its successor legislation The Investigatory Powers Act 2016;
- (f) the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699);
- (g) the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011,
- (h) General Data Protection Regulation(GDPR) (EU) 2016/679
- (i) and all applicable laws which replace the above, including the General Data Protection Regulation, together with all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by the regulatory body responsible for privacy and data protection.
Data Controller: Means the party who determines the purpose and means of processing personal data.
Data Processor: The party which processes the personal data on behalf of the controller.
Data Subject: An individual who is the subject of personal data.
Deliverables: The deliverables set out in the order produced by the Supplier for the Customer.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: The Customer’s order(s) for services as detailed by the Supplier in a proposal and agreed by the Customer.
Personal Data: Has the meaning set out in Article 4(1) of the GDPR and relates only to personal data, or any part of such personal data, in respect of which the Customer is the data controller and in relation to which the Supplier is providing services under the contract.
Processing & Process: Have the meaning set out in Article 4(8) of the GDPR
Services: The services, including the deliverables, supplied by the Supplier to the Customer as set out in the specification.
Specification: The description or specification of the services provided in writing by the Supplier to the Customer.
Supplier Materials: Has the meaning set out in clause 4.1(g).
Proposal: A document detailing an Order for services and fees being requested by the Customer.
1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 A reference to writing or written includes text messages, faxes, emails and any other form of electronic communication between the Supplier and Customer.
- Basis of Contract
2.1 The terms of this contract shall come into effect from the date of acceptance by the Supplier of an Order from the customer.
2.2 Orders constitute an offer by the Customer to purchase services in accordance with these conditions.
2.3 Orders shall only be deemed to be accepted, for the purposes of applying to the terms of this contract, when a written acceptance of that order is issued by the Supplier.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the contract or have any contractual force.
2.5 These conditions apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any proposal given by the Supplier shall not constitute an offer and, is only valid for a period of 30 business days from its date of issue.
- Supply of Services
3.1 The Supplier shall supply the services to the Customer in accordance with the specified terms of each order.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.
3.3 The Supplier reserves the right to amend the specification of orders if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier will provide all services to the Customer using reasonable care and skill.
- Customer’s Obligations
4.1 The Customer shall:
(a) Ensure that the terms of the order and any information it provides in the specification are complete and accurate;
(b) Co-operate with the Supplier in all matters relating to the services;
(c) Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to enable compliance with the terms of this contract;
(d) Provide the Supplier with such information and materials as the Supplier may reasonably require supplying the services and/or to ensure compliance with the terms of this contract, and ensure that such information is complete and accurate in all material times;
(e) Obtain and maintain all necessary licences, permissions and consents which may be required to carry out the services and ensure this is before the date on which those services are to start;
(f) Comply with all applicable laws, including health and safety laws; and
(g) Keep all materials, equipment, documents and other property of the Supplier (Supplier materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier materials in good condition until returned to the Supplier, and not dispose of or use the Supplier materials other than in accordance with the Supplier’s written instructions or authorisation.
4.2 If the Supplier’s performance of any of its obligations under the contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer default):
(a) Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the services until the Customer remedies the Customer default, and to rely on the Customer default to relieve it from the performance of any of its obligations in each case to the extent the Customer default prevents or delays the Supplier’s performance of any of its obligations;
(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay performing any of its obligations as set out in this clause 4.2; and
(c) The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer default.
- Charges & Payment
5.1 The charges for the services shall be calculated on a time and materials basis and will be specified in the proposal:
(a) The charges shall be calculated in accordance with the Supplier’s fee rates, as set out in the order(s);
(b) The Supplier’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00am to 5.00pm worked on business days;
(c) The Supplier shall be entitled to charge an overtime rate of 130 per cent of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the services outside the hours referred to in clause.
(d) The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the services, and for the cost of any materials.
5.2 The Supplier reserves the right to increase the charges on an annual basis with effect from each anniversary of the commencement date in line with the percentage increase in the retail prices index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the commencement date and shall be based on the latest available figure for the percentage increase in the retail prices index.
5.3 The Supplier shall invoice the Customer on completion of the services or on such other terms as may be agreed between the Supplier and Customer in writing.
5.4 The Supplier may invoice the Customer for works carried out as at the date of the invoice if instructions from the Customer are outstanding for more than 21 days.
5.5 The Supplier is entitled to withhold any goods or services until payment is received in full or to such extent as may be agreed in writing from time to time.
5.6 The Customer shall pay each invoice submitted by the Supplier:
(a) By the payment terms listed in yours proposal any omission of terms will default to our standard 7 day terms.
(b) In full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the contract.
5.7 All amounts payable by the Customer under the contract are exclusive of amounts in respect of value added tax chargeable from time to time (vat) except where specified. Where any taxable supply for vat purposes is made under the contract by the Supplier to the Customer, the Customer shall, on receipt of a valid vat invoice from the Supplier, pay to the Supplier such additional amounts in respect of vat as are chargeable on the supply of the services at the same time as payment is due for the supply of the services.
5.8 If the Customer fails to make a payment by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate or 4.5% a year, whichever is greater.
5.9 All amounts due under the contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual Property Rights
6.1 All intellectual property rights for completed, paid for materials, belong to the Customer.
6.2 Until payment is received, all intellectual property rights will remain with the Supplier.
6.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the contract for the purpose of providing the services to the Customer.
6.4 The Customer grants to the Supplier or shall procure the direct grant to the Supplier of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the deliverable materials for the purpose of promotion of the Supplier’s services and works.
6.5 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.3.
- Data Protections & Data Processing
7.1 For the purposes of this agreement, the Customer is the data controller and the Supplier are the data processors in respect of any Personal Data.
7.2 During the term of the Agreement and after termination or expiration of this Agreement for any reason, both parties shall comply with all Data Protection Legislation.
7.5 The Supplier shall ensure that people processing personal data are subject to a duty of confidentiality on terms no less onerous than those set out in this agreement.
7.6 Each party declares to the other that it will process the personal data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
7.7 The Supplier will ensure that, having regard to the state of technological development and the costs of implementing any measures, it will:
(a) Take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
(b) Take reasonable steps to ensure compliance with those measures.
7.8 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this section.
7.9 Any request for information/documents made by the Customer must be made in writing and the Supplier reserves the right to charge for time spent and expenses incurred in complying with a request.
7.10 The Supplier may authorise a third party (subcontractor) to process the personal data provided that the subcontractor’s contract:
- Is on terms which are substantially the same as those set out in the contract; and
- Terminates automatically on termination of the contract for any reason.
7.11 The Supplier shall take appropriate measures to ensure the security of processing.
7.12 The Supplier shall not appoint a sub-processor without:
(a) The prior written consent of the Customer;
(b) A written contract with the sub-contractor, which imposes the same data protection obligations as set out within this agreement.
7.13 The Customer shall assist the Supplier in providing subject access and allowing data subjects to exercise their rights by:
(a) Notifying the Supplier as soon as they receive a request from a data subject in respect of exercising one or more of their rights under Data Protection Legislation;
(b) Provide the Supplier with full cooperation and assistance in relation to any data subject request.
7.14 The Customer shall assist the Supplier in compliance with Data Protection Legislation, including but not limited to:
(a) Assisting the Supplier in meeting their obligations in relation to the security of processing;
(b) Notify the Supplier of any personal data breach immediately, upon discovery, and include the following;
(i) Name and contact details of their data protection officer;
(ii) Description of the nature of the personal data breach;
(iii) Categories of the personal data concerned;
(iv) Number of data subjects concerned:
(v) Consequences of the personal data breach:
(vi) Any measures taken or proposed to mitigate the personal data breach; and
(vii) Carrying out data protection impact assessments.
7.16 The Supplier shall keep a record of the processing activities they carry out on the behalf of the Customer.
7.17 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the personal data. Consequently, the Supplier will not be liable for any claim brought by a data subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.
(a) Is on terms which are substantially the same as those set out in the contract; and
(b) Terminates automatically on termination of the contract for any reason.
- Limitation of Liability
8.1 Nothing in the contract shall limit or exclude the Supplier’s liability for:
(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) Fraud or fraudulent misrepresentation; or
(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for: (a) Loss of profits; (b) Loss of sales or business; (c) Loss of agreements or contracts; (d) Loss of anticipated savings; (e) Loss of use or corruption of software, data or information; (f) Loss of damage to goodwill; and (g) Any indirect or consequential loss.
8.3 Subject to clause 8.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall be limited to 75% of the total charges paid under the contract.
8.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
8.5 This clause 8 shall survive termination of the contract.
9.1 Without affecting any other right or remedy available to it, either party may terminate the contract by giving the other party 1 weeks written notice, unless the work being carried out in on a retainer basis, in which case 1 months’ written notice is required.
9.2 Without affecting any other right or remedy available to it, either party may terminate the contract with immediate effect by giving written notice to the other party if:
(a) The other party commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) The other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the contract on the due date for payment; or there is a change of control of the Customer.
9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of services under the contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them.
- Consequences of Termination
10.1 On termination of the contract:
(a) The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
(b) In respect of services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(c) The Customer shall return all of the Supplier materials and any deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the contract.
10.2 Termination or expiry of the contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry.
10.3 Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the contract shall remain in full force and effect.
(a) The Supplier will communicate with the Customer and third parties by post, telephone, email and by text message. Calls may be recorded for training and monitoring purposes.
(b) Email and text are not fully secure and may be intercepted by third parties. If the Customer does not wish for a specific form of communication to be used, they must confirm to the Supplier in writing.
(c) Email will be treated as written correspondence and the Supplier is entitled to assume that the sender of an email is the actual sender and any express or implied instructions or authority within the contents has been validly given. Incoming emails are subject to screening for spam, viruses and other undesirable content, and will be quarantined (and therefore not read) if any content is detected.
(d) If the Customer has any special communication requirements, they must confirm the details in writing.
(a) Any notice or other communication given to a party under or in connection with the contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified Grow@RuddleDigital.co.uk
(b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00am on the next business day after transmission.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Customers, clients or Suppliers of the other party, except as permitted by clause 13(b).
(b) Each party may disclose the other party’s confidential information:
(i) To its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause Error! Reference source not found.; and
(ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the contract.
- Equality & Diversity
The Supplier and Customer will not discriminate, without lawful cause, against any person on the grounds of race (including colour, nationality or ethnic or racial origin), sex (including marital status, gender reassignment, pregnancy, maternity and paternity), sexual orientation (including Civil Partnership status), religious belief, age and/or disability.
15.1 Force Majeure
Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
15.2 Assignment & Other Dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the contract without the prior written consent of the Supplier.
15.3 Entire Agreement
(a) The contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
Except as set out in these conditions, no variation of the contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under the contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.
15.7 Third Party Rights
(a) Unless it expressly states otherwise, the contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the contract.
(b) The rights of the parties to rescind or vary the contract are not subject to the consent of any other person.
15.8 Governing Law
The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the contract or its subject matter or formation.
- Cooling Off Period
16.1 This only applies if you sign the proposal:
- Your home, workplace or at someone else’s home; or
- Our offices but following a visit by us (or by someone acting on our behalf) to your home, workplace or someone else’s home; or
- Our offices but following a meeting between us away from our offices.
16.2 You have the right to cancel this contract if you so wish within 14 days starting from the start date of this contract. Cancellation notice must be in writing and delivered personally or sent by post, fax or electronic mail and directed to Grow@RuddleDigital.co.uk. Notice of cancellation is deemed to be served as soon as it is posted or sent to us.
16.3 In the event that you have instructed us to commence work and then seek to enforce the cooling off period entitlement, you will remain liable to have to pay for the work undertaken after the date these terms of contract commence.