Terms and Conditions.
We are committed to providing all our clients with a highly professional service. We believe it is important to establish a clear understanding of the basis upon which our Services are provided and with this in mind, we would refer you to the conditions set out below. We do apologise if some of the conditions seem a little legalistic, but occasionally this is necessary to provide greater clarity for both parties.
Definitions
In these conditions the following words have the following meanings: ‘Client’ means the person(s), firm or company who purchases the Services from the Company. ‘Company’ means 257 Limited incorporated and registered in England and Wales with company number 04646713 whose trading address is Office 305, Ducie House, Ducie Street, Manchester M1 2JW. ‘Client Information’ means information requested from the Client in relation to his business as the Company may request from the Client in order to provide the Services. ‘Company Information’ means any information, documents or other materials provided by the Company to the Client. ‘Fees’ means the fees of the Company as stated in any contract. ‘Fee Payment Dates’ means the date(s) on which the Fees are due, being 28 days after the date of request by invoice. ‘Services’ means the services provided by the Company to the Client. ‘Written Notice’ means that given by hand, post, fax or e-mail sent or delivered to the Company or the Client (as appropriate) at the address given for each or their registered office (as appropriate).
References to the masculine include the feminine and the neuter and the singular include the plural and vice versa as the context admits or requires. Headings will not affect the construction of these conditions.
Formation of a Contract
These conditions apply to the Services and any extension of them provided by the Company to the Client. No contract exists between the Client and the Company for the supply of Services until the Company has received and accepted the Client’s order and sent the Client confirmation in writing to the Client’s address. Once the Company does so, there is a binding legal contract between the Company and the Client. Any contract will be subject to these conditions.
Supply of Services
The Company shall provide the Services to the Client subject to these conditions. The Company and the Client must agree any changes or additions to the Services or these conditions by Written Notice. The Client shall at its own expense supply the Company with all necessary Client Information, within sufficient time, to enable the Company to provide the Services in accordance with any contract. The Client shall ensure the accuracy of all Client Information. The Client shall at its own expense retain duplicate copies of all Client Information and insure against its accidental loss or damage. Save where the Company has been negligent it shall not have any liability for any loss of or damage to the Client Information. The Client shall make its employees available to the Company for the purpose of clarifying or explaining anything contained in the Client Information. Where the Services are being provided at the Client’s premises then the Client shall ensure at all times that the Company has proper facilities at its disposal for the performance of the Services. The Company may make any changes to the Services that are necessary to comply with any applicable safety or other statutory requirements, manufacturer’s requirements or other changes in trade or professional practice provided they do not materially affect the nature or quality of the Services. Any contract for Services may be divided into stages and Fees may be apportioned to each stage. The Company may alter any estimate for Fees at any time on giving 7 days Written Notice to the Client provided that the Services (or part of the Services) to which the Fees relate have not been commenced. If the Company divides a contract for Services into stages, it will attempt at the outset to give a fixed fee estimate of Fees for each stage but reserves the right to vary any of the estimates for future stages before commencing the stage(s) in question.
Charges
The Client shall pay the Fees on the Fee Payment Date(s) and pay for Services as provided at the due date. Any additional sums, which are agreed between the Company and the Client for the provision of Services, shall be paid within 28 days of request. All charges quoted to the Client for the provision of Services are exclusive of VAT and the cost of all disbursements payable to any third party in order to provide the Services. All such sums being payable at the applicable rate at the time. The Company reserves the right to request payment by the Client of any disbursements in advance. The Company reserves the right to render an invoice for Fees on a monthly basis. If payment is not made on the Fee Payment Date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 3% above the base rate from time to time of Nat West Bank plc from the due date until the outstanding amount is paid in full. The Company shall also be entitled, if payment of the Fees is not made by the Client on or before the Fee Payment Date(s), without limiting any other rights it might have whatsoever, and at its sole discretion, to suspend the Services until payment is made of the Fees (together with any interest if applicable) or terminate any contract for the Services. Failure to invoke this entitlement at any stage does not constitute a waiver.
Rights in Client Information and Company Information
Any Client Information or other information provided by the Client which is so designated by the Client shall be kept confidential by the Company, and all Company Information or other information provided by the Company which is so designated by the Company shall be kept confidential by the Client.
Intellectual Property
For the avoidance of doubt, all and any intellectual property rights (which include, without limitation, copyright, patents, registered or unregistered trade and service marks, registered and unregistered design rights, know how, trade secrets and moral rights) and all other proprietary rights relating to all or any aspect of any contract for the Services will be the sole property and in the sole ownership of the Company. Depending on the nature of any contract for the Services, the Company may assign or licence all or any such intellectual property rights or other proprietary rights to the Client. The existence and details of any such assignment or licence will be set out in the relevant contract for the Services.
Data Protection and GDPR
The Company will take all reasonable precautions to keep the details of the Client’s order and payment secure. Unless the Company is negligent, the Company will not be liable for unauthorised access to any information supplied by the Client. The Company will only use the information the Client provides about the Client for the purpose of providing the Services to the Client, unless the Client agrees otherwise.
To ensure the Company provide a comprehensive service through legitimate business links the Company hold very basic information about you. Typically, name and job title. business contact information including email address, demographic information such as postcode, preferences and interest or other information relevant to customer surveys and/or offers. The Company will have obtained this information from you during a business transaction, phone call or meeting with you at a networking event, conference, exhibition or similar Business to Business event.
The Company require this information to understand your needs, provide you with a better service and maintain effective day to day business services. If you would like your data to be removed at any time please email the Company at info@257.info or write to the Company at 257 Limited, Office 305, Ducie House, Ducie Street, Manchester M1 2JW.
Warranties and Liability
The Company warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, as set out by the Company. Time is not of the essence in providing the Services. Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these terms, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the provision of the Services. For the avoidance of doubt, the Client is responsible for testing all and any prototypes produced as part of the Services, and, except in respect of death and personal injury caused by the Company’s negligence, the Company shall have no liability to the Client whatsoever in respect of prototypes and manufacture.
Where the Company provides Services to the Client to design products to the Client’s specification, the Client warrants that such specification will not infringe the intellectual property rights or other proprietary rights of any third party, and the Client will fully indemnify the Company against all and any loss, damage, costs and expenses incurred by the Company and any third party arising from any action taken by such third party.
Damages
Save where any claim arises from the negligence of the other party any claim for damages by either party under any contract shall be limited to a sum equal to the Fees payable to the Company.
Insolvency of Client
This condition applies if the Client makes a voluntary arrangement with its creditors or (being an individual or a firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or the Client ceases, or threatens to cease, to carry on business; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly. If this condition applies then, without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend the Services under any contract without any liability to the Client, and if the Services have been delivered but not paid for, the Fees shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Termination
Either party may (without limiting any other remedy) at any time terminate the contract by giving Written Notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within 21 days after being required by Written Notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
General
No waiver by either party shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected. Any contract cannot be transferred by either party without the prior written agreement of the other, acting reasonably. The Company will be entitled to perform any of its obligations and exercise any of its rights in this document through any other company which is its holding company (as defined by s736 of the Companies Act 1985) or the subsidiary of any such holding company, and any act or omission of any such company will for the purposes of any contract be deemed to be the act or omission of the Company. English law shall apply to these conditions and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
