TERMS OF BUSINESS
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1. Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6.
Commencement Date: has the meaning given in clause 2.1.
Conditions: these terms and conditions as amended from time to time in accordance with clause 14.4.
Contract: the contract between Stuart Lee Design and the Client for the supply of Services in accordance with these Conditions.
Client: the person or firm who purchases Services from Stuart Lee Design.
Client Default: has the meaning set out in clause 4.2.
Domain Name: the URL root address of the Website.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, 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 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.
Services: the services, including the Works, supplied by Stuart Lee Design to the Client as set out in the Quotation.
Source Code: the code behind any Website.
Quotation: the written description or specification of the Services to be provided by Stuart Lee Design to the Client, and any Charges, contained either in one or more emails between Stuart Lee Design and the Client or in a document prepared by Stuart Lee Design and sent to the Client.
Stuart Lee Design: Stuart Lee Design Limited registered in England and Wales with company number 14026200.
Website: means a website developed or maintained by Stuart Lee Design for the Client.
Works: the work set out in the Quotation.
1.2. Interpretation:
(a) A reference to legislation or a legislative provision:
i. is a reference to it as amended, extended or re-enacted from time to time; and
ii. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) 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.
(c) A reference to writing or written does not include fax or email.
2. Basis of contract
2.1. This Contract shall come into existence on the client’s acceptance of the Quotation (Commencement Date).
2.2. Any samples, drawings, descriptive matter or advertising issued by Stuart Lee Design, and any descriptions or illustrations contained in Stuart Lee Design’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.
2.3. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1. Stuart Lee Design shall supply the Services to the Client in accordance with the Quotation.
3.2. Stuart Lee Design shall use all reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3. Stuart Lee Design reserves the right to amend the Quotation 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 Stuart Lee Design shall notify the Client in any such event.
4. Client’s obligations
4.1. The Client shall:
(a) co-operate with Stuart Lee Design in all matters relating to the Services;
(b) provide Stuart Lee Design with such information and materials as Stuart Lee Design may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
(c) comply with any additional obligations as set out in the Quotation.
4.2. If Stuart Lee Design’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, Stuart Lee Design shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Stuart Lee Design’s performance of any of its obligations;
(b) Stuart Lee Design shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Stuart Lee Design’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Client shall reimburse Stuart Lee Design on written demand for any costs or losses sustained or incurred by Stuart Lee Design arising directly or indirectly from the Client Default.
5. Approval of Works
Stuart Lee Design shall adopt a collaborative approach with regards to any design work and proposed designs shall be presented to the Client before being finalised.
6. Charges and payment
6.1. The Charges for the Services shall be stated in the Quotation.
6.2. Except for the circumstance described in clause 6.4, Stuart Lee Design shall invoice the Client in accordance with the payment schedule described in the Quotation.
6.3. Invoices shall be sent to the Client by email unless the Client otherwise requests in writing.
6.4. If Stuart Lee Design sends Works (whether completed in part or in full) to the Client for feedback, and Stuart Lee Design fails to receive any such feedback within 30 days of the date on which the Stuart Lee Design sent the Works to the Client, Stuart Lee Design may:
(a) issue an interim invoice to the Client for any Charges incurred to date; and
(b) charge the Client a re-engagement fee which shall be calculated at the hourly rate specified in the Quotation to cover time spent by Stuart Lee Design staff in re-familiarising themselves with the project.
6.5. The due date for all invoices will be the date stated on the invoice and the Client shall pay each invoice in full and in cleared funds to a bank account nominated in writing by Stuart Lee Design. Time for payment shall be of the essence of the Contract.
6.6. If the Client fails to make a payment due to Stuart Lee Design under the Contract within 14 days after the due date, then, without limiting Stuart Lee Design’s remedies under clause 12:
(a) the Client shall pay interest on the overdue sum from the date falling 14 days after the due date and until the date of payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 8% a year above the Bank of England’s base rate; and
(b) the Client will also pay compensation in the sum of £40.00 if the date of payment of the overdue sum, whether before or after judgment, falls 14 days after the due date; and
(c) if the payment due is more than 30 days overdue, Stuart Lee Design may terminate the licence of any Works granted pursuant to clause 9.2, until payment is received in full. In this instance, the Client will not only pay compensation in the sum of £40.00 but also interest accruing each day at 100% a year.
6.7. 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).
7. Data protection
Stuart Lee Design shall comply with its data protection obligations as described in its Privacy Policy, which is available on request.
8. Termination
8.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice.
8.2. Without affecting any other right or remedy available to it, Stuart Lee Design may terminate the Contract with immediate effect by giving written notice to the Client if:
(a) the Client commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(b) the Client fails to pay any amount due under the Contract on the due date for payment;
(c) the Client 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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; or
(d) the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
8.3. Without affecting any other right or remedy available to it, Stuart Lee Design may suspend the supply of Services under the Contract or any other contract between the Client and Stuart Lee Design if:
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 12.2(d), or Stuart Lee Design reasonably believes that the Client is about to become subject to any of them; and
(c) Stuart Lee Design reasonably believes that the Client is about to become subject to any of the events listed in clause 12.2(c).
9. Consequences of termination
9.1. On termination of the Contract:
(a) the Client shall immediately pay to Stuart Lee Design all of Stuart Lee Design’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Stuart Lee Design shall submit an invoice, which shall be payable by the Client immediately on receipt; and
(b) the Client shall return to Stuart Lee Design any Works which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, 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.
9.3. 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.
10. General
10.1. 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.
10.2. Assignment and other dealings.
(a) Stuart Lee Design 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 Client shall not assign, transfer, mortgage, charge, subcontract, delegate, 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 Stuart Lee Design.
10.3. 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 based on any statement in the Contract.
10.4. 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).
10.5. 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 right or remedy. 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.
10.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this clause 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.7. Notices.
(a) Any notice 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).
(b) Any notice shall be deemed to have been received:
i. if delivered by hand, at the time the notice is left at the proper address; or
ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting.
(c) This clause 14.7 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.
10.8. Third party rights. 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.
10.9. 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.
10.10. Jurisdiction. 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.