Terms & Conditions
1 - INTERPRETATION
1.1 In these Conditions unless the context otherwise permits the following expressions shall have the following meanings:
1.2 - DhillonStevens Ltd Limited (registered in England number 04926420) whose registered office is at Grafing House Ascot. DhillonStevens Ltd also trades as DS digital.
1.3 - The Client means the person, firm or company named on the Fee and Cost Proposal for whom DhillonStevens Ltd has agreed to provide the Services in accordance with these Conditions.
1.4 - Document or File includes, in addition to a document in writing, a file, video, plan, artwork, proofs, copy, design, drawing, sketch, picture, photograph or other image or any other record of any information in any form.
1.5 - These Conditions means the standard terms and conditions of DhillonStevens Ltd set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between DhillonStevens Ltd and the Client
1.6 - The Contract means the contract for the provision of the Services
1.7 -Fee and Cost Proposal means DhillonStevens Ltd written fee and/or cost proposal or estimate for the provision of the Services as agreed by the Client;
1.8 - Input Material means any Documents or other materials, and any data or other information provided directly or indirectly by the Client relating to the Services
1.9 - Output Material means any Documents or other materials, and any data or other information provided by DhillonStevens Ltd relating to the Services
1.10 - The Services means the services to be provided by DhillonStevens Ltd to the Client as described in the Fee and Cost Proposal
1.11 - The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Any reference to a paragraph is a reference to a paragraph of these Conditions. BASIS OF THE PROVISION OF THE SERVICES
2.1 - DhillonStevens Ltd shall provide the Services and the Client shall accept the Services in accordance with the Fee and Cost Proposal subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions proposed by the Client.
2.2 - No variation to these Conditions shall be binding unless agreed in writing between an authorised representative of DhillonStevens Ltd and of the Client.
2.3 - If DhillonStevens Ltd commences the provision of the Services at the request of the Client then the Client shall be deemed to have accepted these Conditions and the Fee and Cost Proposal.
3 - FEES
3.1 - DhillonStevens Ltd fees for the provision of the Services shall be as set out in the Fee and Cost Proposal. If the Fee and Cost Proposal indicates that the fees or any part of them are an estimate or are for budget purposes or are qualified by any similar expression, such fees will be subject to amendment at a rate or on a basis set out in the Fee and Cost Proposal according to the nature and quantity of the particular Services the fee for which was not a firm amount
3.2 - DhillonStevens Ltd shall be entitled to make an additional charge for any work required in advance of an agreed timetable or for any agreed shortening of the period of the Contract on the basis set out in the Fee and Cost Proposal
3.3 - DhillonStevens Ltd shall be entitled to make an additional charge for any work carried out beyond an agreed timetable on the basis set out in the Fee and Cost Proposal (unless such additional work arises out of DhillonStevens Ltd sole responsibility)
3.4 - DhillonStevens Ltd shall be entitled to make an additional charge for extra work entailed in making alterations to an approved Document or File, necessitated by changes in the Client?s instructions or any other cause beyond the control of DhillonStevens Ltd. Where the Client requests a substantial change in the Services at any stage DhillonStevens Ltd reserves the right to terminate the Contract (but without being under any obligation to do so) and submit to the Client a new Fee and Cost Proposal for a fresh commission. In those circumstances the Client shall pay DhillonStevens Ltd its fees, costs and expenses incurred to date.
3.5 - If DhillonStevens Ltd has provided a Document or File in accordance with the Client?s brief as recorded in the Fee and Cost Proposal but the Client decides not to proceed with the Document or File whether in the form submitted by DhillonStevens Ltd or in an amended form the Client shall pay all of DhillonStevens Ltd fees, costs and expenses incurred up to the date when the Client notifies DhillonStevens Ltd that it does not wish to proceed.
3.6 - Any service which DhillonStevens Ltd agrees to provide in addition to those recorded in the Fee and Cost Proposal shall be the subject of a separate fee and cost proposal
3.7 - If the Client shall request DhillonStevens Ltd to store any materials on its behalf DhillonStevens Ltd shall be entitled to charge the Client reasonable storage charges. Any such materials shall be stored at the Client?s risk
3.8 - DhillonStevens Ltd fees, costs and expenses are exclusive of any applicable Value Added Tax, which the Client will be additionally entitled to pay to DhillonStevens Ltd.
4 - EXPENSES
In addition to fees, DhillonStevens Ltd shall be reimbursed at cost for all reasonable out of pocket expenses actually and properly incurred in the provision of the Services. Such expenses will include without limitation hotel, subsistence and travelling expenses, mileage allowances for cars at recognised rates, long distance telephone calls, facsimile charges and photocopying charges.
5 - COSTS
Costs incurred by DhillonStevens Ltd for such items (but without limitation) as printing, duplication, delivery at the Client?s request or with the Client?s approval shall be charged separately and will be subject to a reasonable mark-up to cover the handling charge.
6 - TERMS OF PAYMENT
6.1 - All invoices of DhillonStevens Ltd shall be paid by the Client within 30 days of the invoice date. DhillonStevens Ltd.
6.2 - The time of payment of DhillonStevens Ltd invoices shall be the essence of the Contract. If the Client fails to make a payment on the due date then without prejudice to any other right or remedy available to DhillonStevens Ltd, DhillonStevens Ltd shall be entitled to:
6.2.1 - cancel the Contract or suspend the provision of the Services
6.2.2 - charge interest on late payments in accordance with the Late Payment of Commercial Debts ( Interest ) Act 1998
7 - APPROVALS
Where practicable, DhillonStevens Ltd shall submit to the Client for approval all generated work and if the Client does not approve any of the same within such reasonable periods specified by DhillonStevens Ltd the Client shall be deemed to have approved the same.
8 - CONFIDENTIALITY
DhillonStevens Ltd undertakes not to disclose any confidential information obtained from the Client concerning the business methods, know-how and affairs of the Client save to the extent only as is required by DhillonStevens Ltd for the proper performance of the Services. This obligation shall not apply to any such information which by law DhillonStevens Ltd is obliged to disclose or which comes into the public domain (other than as a result of a breach of this obligation by DhillonStevens Ltd).
9 - INTELLECTUAL PROPERTY RIGHTS
9.1 - The property and any copyright or other intellectual property rights of whatever nature in:
9.1.1 - any Input Material shall belong to the Client (the risk in which shall remain with the Client)
9.1.2 - any Input Material not owned by the client, the client will obtain any permissions required, pay any license or royalty fee's as required.
9.2 - The Client will indemnify DhillonStevens Ltd against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use by DhillonStevens Ltd of any Input material infringes the intellectual property rights (of whatever nature) of any third party.
10 - WARRANTIES AND LIABILITY
10.1 - DhillonStevens Ltd warrants to the Client that the Services will be provided using reasonable care and skill. Where DhillonStevens Ltd supplies in connection with the Services any goods supplied by a third party, DhillonStevens Ltd does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying such goods to DhillonStevens Ltd.
10.2 - DhillonStevens Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
10.3 - Except in respect of death or personal injury caused by DhillonStevens Ltd negligence (in respect of which DhillonStevens Ltd liability shall not be restricted or excluded in any way), or as expressly provided in these Conditions, DhillonStevens Ltd 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, or under the express terms of the Contract or in tort (including negligence), for any loss of profit, business, data or goodwill or any indirect, special or consequential loss, damage, costs, expenses of other claims (whether caused by the negligence of DhillonStevens Ltd, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services (including any delay in providing or failure to provide the Services) or their use by the Client, and the entire liability of DhillonStevens Ltd under or in connection with the Contract shall not exceed the amount of DhillonStevens Ltd fees for the provision of the Services, except as expressly provided in these Conditions.
10.4 - DhillonStevens Ltd shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of DhillonStevens Ltd obligations in relation to the Services if the delay or failure was due to any cause beyond DhillonStevens Ltd reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond DhillonStevens Ltd reasonable control:
10.4.1 - act of God, explosion, flood, tempest, fire or accident
10.4.2 - war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition
10.4.3 - acts, restrictions, regulations, bye laws, or prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
10.4.4 - import or export regulations or embargoes;
10.4.5 - strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of DhillonStevens Ltd or a third party);
10.4.6 - difficulties of DhillonStevens Ltd suppliers in obtaining raw materials, labour, fuel, parts or machinery.
11 - INSOLVENCY OF CLIENT
11.1 - This paragraph applies if
11.1.2 - the Client makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a bona fide amalgamation or reconstruction 11.1.3 - an encumbrance takes possession or a receiver is appointed of any of the property or assets of the Client, or
11.1.4 - the Client ceases or threatens to cease carrying on business, or 11.1.5 - DhillonStevens Ltd reasonably apprehends that any of the events mentioned above (or any analogous event in any jurisdiction) is about to occur in relation to the Client and notifies the Client accordingly.
12 - GENERAL
12.1 - Any notice or approval required or permitted to be given by either party to the other under these
Conditions shall be in writing addressed to that other party at its registered office or principal place of
business or such other address as may at the relevant time have been notified pursuant to this provision
to the party giving notice.
12.2 - No waiver by DhillonStevens Ltd of any breach of the Contract by the Client shall be considered as a
waiver of any subsequent breach of the same or any other provision.
12.3 - If any provision of these Conditions is held by any 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 thereby.
12.4 - Nothing in the Contract shall create or be deemed to create a partnership or the relationship of
principal and agent between the parties.
12.5 - The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
12.6 - The Contract shall be governed by and construed in accordance with the laws of England and
DhillonStevens Ltd and the Client submit to the non-exclusive jurisdiction of the English Courts for the
purposes of enforcing any claim under the Contract.
1 - INTERPRETATION
1.1 In these Conditions unless the context otherwise permits the following expressions shall have the following meanings:
1.2 - DhillonStevens Ltd Limited (registered in England number 04926420) whose registered office is at Grafing House Ascot. DhillonStevens Ltd also trades as DS digital.
1.3 - The Client means the person, firm or company named on the Fee and Cost Proposal for whom DhillonStevens Ltd has agreed to provide the Services in accordance with these Conditions.
1.4 - Document or File includes, in addition to a document in writing, a file, video, plan, artwork, proofs, copy, design, drawing, sketch, picture, photograph or other image or any other record of any information in any form.
1.5 - These Conditions means the standard terms and conditions of DhillonStevens Ltd set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between DhillonStevens Ltd and the Client
1.6 - The Contract means the contract for the provision of the Services
1.7 -Fee and Cost Proposal means DhillonStevens Ltd written fee and/or cost proposal or estimate for the provision of the Services as agreed by the Client;
1.8 - Input Material means any Documents or other materials, and any data or other information provided directly or indirectly by the Client relating to the Services
1.9 - Output Material means any Documents or other materials, and any data or other information provided by DhillonStevens Ltd relating to the Services
1.10 - The Services means the services to be provided by DhillonStevens Ltd to the Client as described in the Fee and Cost Proposal
1.11 - The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Any reference to a paragraph is a reference to a paragraph of these Conditions. BASIS OF THE PROVISION OF THE SERVICES
2.1 - DhillonStevens Ltd shall provide the Services and the Client shall accept the Services in accordance with the Fee and Cost Proposal subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions proposed by the Client.
2.2 - No variation to these Conditions shall be binding unless agreed in writing between an authorised representative of DhillonStevens Ltd and of the Client.
2.3 - If DhillonStevens Ltd commences the provision of the Services at the request of the Client then the Client shall be deemed to have accepted these Conditions and the Fee and Cost Proposal.
3 - FEES
3.1 - DhillonStevens Ltd fees for the provision of the Services shall be as set out in the Fee and Cost Proposal. If the Fee and Cost Proposal indicates that the fees or any part of them are an estimate or are for budget purposes or are qualified by any similar expression, such fees will be subject to amendment at a rate or on a basis set out in the Fee and Cost Proposal according to the nature and quantity of the particular Services the fee for which was not a firm amount
3.2 - DhillonStevens Ltd shall be entitled to make an additional charge for any work required in advance of an agreed timetable or for any agreed shortening of the period of the Contract on the basis set out in the Fee and Cost Proposal
3.3 - DhillonStevens Ltd shall be entitled to make an additional charge for any work carried out beyond an agreed timetable on the basis set out in the Fee and Cost Proposal (unless such additional work arises out of DhillonStevens Ltd sole responsibility)
3.4 - DhillonStevens Ltd shall be entitled to make an additional charge for extra work entailed in making alterations to an approved Document or File, necessitated by changes in the Client?s instructions or any other cause beyond the control of DhillonStevens Ltd. Where the Client requests a substantial change in the Services at any stage DhillonStevens Ltd reserves the right to terminate the Contract (but without being under any obligation to do so) and submit to the Client a new Fee and Cost Proposal for a fresh commission. In those circumstances the Client shall pay DhillonStevens Ltd its fees, costs and expenses incurred to date.
3.5 - If DhillonStevens Ltd has provided a Document or File in accordance with the Client?s brief as recorded in the Fee and Cost Proposal but the Client decides not to proceed with the Document or File whether in the form submitted by DhillonStevens Ltd or in an amended form the Client shall pay all of DhillonStevens Ltd fees, costs and expenses incurred up to the date when the Client notifies DhillonStevens Ltd that it does not wish to proceed.
3.6 - Any service which DhillonStevens Ltd agrees to provide in addition to those recorded in the Fee and Cost Proposal shall be the subject of a separate fee and cost proposal
3.7 - If the Client shall request DhillonStevens Ltd to store any materials on its behalf DhillonStevens Ltd shall be entitled to charge the Client reasonable storage charges. Any such materials shall be stored at the Client?s risk
3.8 - DhillonStevens Ltd fees, costs and expenses are exclusive of any applicable Value Added Tax, which the Client will be additionally entitled to pay to DhillonStevens Ltd.
4 - EXPENSES
In addition to fees, DhillonStevens Ltd shall be reimbursed at cost for all reasonable out of pocket expenses actually and properly incurred in the provision of the Services. Such expenses will include without limitation hotel, subsistence and travelling expenses, mileage allowances for cars at recognised rates, long distance telephone calls, facsimile charges and photocopying charges.
5 - COSTS
Costs incurred by DhillonStevens Ltd for such items (but without limitation) as printing, duplication, delivery at the Client?s request or with the Client?s approval shall be charged separately and will be subject to a reasonable mark-up to cover the handling charge.
6 - TERMS OF PAYMENT
6.1 - All invoices of DhillonStevens Ltd shall be paid by the Client within 30 days of the invoice date. DhillonStevens Ltd.
6.2 - The time of payment of DhillonStevens Ltd invoices shall be the essence of the Contract. If the Client fails to make a payment on the due date then without prejudice to any other right or remedy available to DhillonStevens Ltd, DhillonStevens Ltd shall be entitled to:
6.2.1 - cancel the Contract or suspend the provision of the Services
6.2.2 - charge interest on late payments in accordance with the Late Payment of Commercial Debts ( Interest ) Act 1998
7 - APPROVALS
Where practicable, DhillonStevens Ltd shall submit to the Client for approval all generated work and if the Client does not approve any of the same within such reasonable periods specified by DhillonStevens Ltd the Client shall be deemed to have approved the same.
8 - CONFIDENTIALITY
DhillonStevens Ltd undertakes not to disclose any confidential information obtained from the Client concerning the business methods, know-how and affairs of the Client save to the extent only as is required by DhillonStevens Ltd for the proper performance of the Services. This obligation shall not apply to any such information which by law DhillonStevens Ltd is obliged to disclose or which comes into the public domain (other than as a result of a breach of this obligation by DhillonStevens Ltd).
9 - INTELLECTUAL PROPERTY RIGHTS
9.1 - The property and any copyright or other intellectual property rights of whatever nature in:
9.1.1 - any Input Material shall belong to the Client (the risk in which shall remain with the Client)
9.1.2 - any Input Material not owned by the client, the client will obtain any permissions required, pay any license or royalty fee's as required.
9.2 - The Client will indemnify DhillonStevens Ltd against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use by DhillonStevens Ltd of any Input material infringes the intellectual property rights (of whatever nature) of any third party.
10 - WARRANTIES AND LIABILITY
10.1 - DhillonStevens Ltd warrants to the Client that the Services will be provided using reasonable care and skill. Where DhillonStevens Ltd supplies in connection with the Services any goods supplied by a third party, DhillonStevens Ltd does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying such goods to DhillonStevens Ltd.
10.2 - DhillonStevens Ltd shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
10.3 - Except in respect of death or personal injury caused by DhillonStevens Ltd negligence (in respect of which DhillonStevens Ltd liability shall not be restricted or excluded in any way), or as expressly provided in these Conditions, DhillonStevens Ltd 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, or under the express terms of the Contract or in tort (including negligence), for any loss of profit, business, data or goodwill or any indirect, special or consequential loss, damage, costs, expenses of other claims (whether caused by the negligence of DhillonStevens Ltd, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services (including any delay in providing or failure to provide the Services) or their use by the Client, and the entire liability of DhillonStevens Ltd under or in connection with the Contract shall not exceed the amount of DhillonStevens Ltd fees for the provision of the Services, except as expressly provided in these Conditions.
10.4 - DhillonStevens Ltd shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of DhillonStevens Ltd obligations in relation to the Services if the delay or failure was due to any cause beyond DhillonStevens Ltd reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond DhillonStevens Ltd reasonable control:
10.4.1 - act of God, explosion, flood, tempest, fire or accident
10.4.2 - war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition
10.4.3 - acts, restrictions, regulations, bye laws, or prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
10.4.4 - import or export regulations or embargoes;
10.4.5 - strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of DhillonStevens Ltd or a third party);
10.4.6 - difficulties of DhillonStevens Ltd suppliers in obtaining raw materials, labour, fuel, parts or machinery.
11 - INSOLVENCY OF CLIENT
11.1 - This paragraph applies if
11.1.2 - the Client makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a bona fide amalgamation or reconstruction 11.1.3 - an encumbrance takes possession or a receiver is appointed of any of the property or assets of the Client, or
11.1.4 - the Client ceases or threatens to cease carrying on business, or 11.1.5 - DhillonStevens Ltd reasonably apprehends that any of the events mentioned above (or any analogous event in any jurisdiction) is about to occur in relation to the Client and notifies the Client accordingly.
12 - GENERAL
12.1 - Any notice or approval required or permitted to be given by either party to the other under these
Conditions shall be in writing addressed to that other party at its registered office or principal place of
business or such other address as may at the relevant time have been notified pursuant to this provision
to the party giving notice.
12.2 - No waiver by DhillonStevens Ltd of any breach of the Contract by the Client shall be considered as a
waiver of any subsequent breach of the same or any other provision.
12.3 - If any provision of these Conditions is held by any 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 thereby.
12.4 - Nothing in the Contract shall create or be deemed to create a partnership or the relationship of
principal and agent between the parties.
12.5 - The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
12.6 - The Contract shall be governed by and construed in accordance with the laws of England and
DhillonStevens Ltd and the Client submit to the non-exclusive jurisdiction of the English Courts for the
purposes of enforcing any claim under the Contract.