TERMS & CONDITIONS.
Terms & Conditions.
These Terms of supply of Services (as defined below) sets out the terms under which we will provide our Services.
The Services will be provided by Digital Inspired Ltd incorporated and registered in England and Wales with company number 11951313 whose registered office is at 1 Park Grove, Edgware, Middlesex, United Kingdom, HA8 7SH (“Us, We or Supplier”)
Please read these carefully. The Terms together with Privacy Policy and Proposal form the Contract (defined below) between you and us in relation to the Services.
These Terms supersede any previous terms and conditions and are effective as of 29.04.2019
Definitions. In these Terms the following words and phrases shall have the following meaning unless the context requires otherwise:
Applicable Laws: all applicable laws, statutes, regulations from time to time in force.
Business Day: means a day other than a Saturday, Sunday or public or bank holiday in England.
Charges: the amount payable for the Services as set out in the Proposal.
Confidential Information: any information supplied (whether supplied in writing, orally or otherwise) by one party to the other marked as “confidential”, described as “confidential” or reasonably understood to be confidential.
Contract: the Contract between you and us, comprising Proposal, Privacy Policy and these Terms.
You and Your: you, the person, firm or company detailed in the Contract, and includes your employees and agents. Where an individual enters into the Contract on behalf of a business, that individual confirms they have the authority to contractually bind and enter into the Contract on behalf of that business and the business shall be the customer in the context of this Contract.
Effective Date: the date on which this Contract is signed by us.
Force Majeure Event: an event, or a series of related events, that is outside our reasonable control (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
Personal Data: has the meaning given to it in the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council.
Privacy Policy: the privacy policy available on our website. https://www.digitalinspired.io/privacy or otherwise provided to you setting out how Personal Data is handled.
Proposal: a statement of work, quotation or other similar document explaining the Services provided to you by us.
Services: those services set out in the Proposal.
Terms: means these terms as amended, updated or replaced from time to time, which if amended, updated or replaced will be sent to you at least thirty (30) Business Days before they come into force. Failure to receive a notification of a change will not make those changes invalid. These Terms will always be available for download from our website.
Third Party Contractors: means any third party that performs work on our behalf or at our request.
VAT: means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1. BASIS OF CONTRACT
1.1 The Contract shall come into existence on the Effective Date.
1.2 The Contract constitutes the entire agreement between you and us with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.
2. THIRD PARTY CONTRACTORS
2.1 We may from time to time without your prior consent or notification use Third Party Contractors on part or whole of the Proposal. The use of Third Party Contractors will depend on the size and nature of the Proposal on case by case basis. If you do not wish for us to use a Third Party Contractor, please contact Priyesh Vaghjiani prior to signing the Proposal at priyesh@digitalinspired.io
3. DELAY
3.1 In the unlikely event that there is a delay to any part or whole of the Services this will be communicated to you in writing with revised project timeline.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 We shall own all Intellectual Property Rights in or arising out of or in connection with the Services until such time our invoices have been paid in full..
5. LIMITATION OF LIABILITY AND INDEMNITY
5.1 Nothing in the Contract shall limit or exclude liability:
5.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or Third Party Contractors; or
5.1.2 fraud or fraudulent misrepresentation; Subject to clause 5.1, we shall not be liable to us, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract..
5.2 Subject to clause 5.1, in no event will either Party be liable under or in connection with the Contract for:
5.2.1 loss of profits;
5.2.2 loss of sales or business;
5.2.3 loss of agreements or contracts;
5.2.4 loss of anticipated savings;
5.2.5 loss of use or corruption of software, data or information;
5.2.6 loss of damage to goodwill; and
5.2.7 any indirect or consequential loss.
5.3 Without prejudice to clause 5.1 and 5.2 the total liability of the Supplier shall be limited to the Charges actually paid for the Services.
6. CONFIDENTIAL INFORMATION
6.1 Each party shall:
6.1.1 keep confidential all information obtained from the other under or in connection with the Contract.
6.1.2 it shall not disclose or otherwise allow the Confidential Information to be provided to any other person, or Third Party Contractor, firm, company or other organisation under any circumstances, save as allowed under this Contract.
6.1.3 shall not use any of that information otherwise than for the purposes of this Contract.
7. TERMINATION
7.1 The Supplier can terminate the Contract if any of the following:
7.1.1 Do not pay the due amount before the due date for payment or under the Proposal.
7.1.2 Commit a material breach of your obligations under the Contract
7.1.3 Are about to or take advantage of any other statutory provision for the release of insolvent debtor or about to become the subject of a bankruptcy order; or
7.1.4 Get into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme of arrangement is made with its creditor; or
7.1.5 Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver hired for looking after your assets or undertakings or any part of them, any documents are filed with the courts for the appointment of an administrator in respect of you, notice of intention to appoint 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 done or petition is presented to any court for your winding up or for the granting of administration order in respect of you, or commencement of any action related to your insolvency or probable insolvency.
7.1.6 If the Contract is terminated, pursuant to clause 7.1, the Supplier will invoice you for the work completed to the date of notice of cancellation for payment in full within seven (7) days.
8. LATE PAYMENTS
8.1 If you fail to make payment for the Charges on due date and in accordance with Proposal then without prejudice to any other right or remedy available, we shall be entitled to:
8.1.1 Cancel or suspend all of part of the Proposal; and
8.1.2 Charge an interest fee at the rate of 4% per annum above Bank of England base rate from time to rime on all over due Charges until paid in full; and
8.1.3 reserves the right to claim any expenses incurred in the collection of the unpaid overdue Charges.
9. FORCE MAJEURE
9.1 The Supplier shall not 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 by Force Majeure Event.
10. CONFLICT
10.1 If there is an inconsistency between any of the provisions in the Privacy Policy, Proposal or these Terms, the provisions of these Terms shall prevail.
11. NOTICES
11.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
11.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office address; or
11.1.2 emailed to the Supplier at priyesh@digitalinspired.io
11.2 Any notice shall be deemed to have been received:
11.2.1 if delivered by hand, on signature of a delivery receipt.
11.2.2 if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
11.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
11.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12. SEVERANCE
12.1 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
13. RIGHTS OF THIRD PARTIES
13.1 No third party shall have the right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999.
14. VARIATION
14.1 Except as set out in these Terms, no variation of the Proposal shall be effective unless it is in writing and signed by both Parties.
15. VAT
15.1 All amounts stated (whether orally or in writing) are exclusive of VAT, which will be added at the rate currently in force.
16. GOVERNING LAW AND JURISDICTIONS
16.1 This Contract shall be governed and construed in accordance with English Law, and the parties submit to the exclusive jurisdiction of the English Courts.
17. COMPLAINTS
17.1 If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you are invited to contact Priyesh Vaghjiani at priyesh@digitalinspired.io
Privacy Policy.
Terms & Conditions
Digital Inspired is a trading name of Digital Inspired Ltd a company registered in England and Wales with company number 11951313.