In this document the following words shall have the following meanings:
1.1 CUSTOMER means any individual, partnership, limited company, charity or organisation that from time-to-time purchases Services from the Supplier.
1.2 SUPPLIER means Stylar Limited T/A Digital Clarity company number 07009951 whose registered office is care of: Haines Watts 250 Fowler Avenue Farnborough GU14 7JP England, United Kingdom.
The Supplier is a wholly owned subsidiary of Digital Brand Media & Marketing, Inc.
1.3 PROPOSAL means a statement of work, quotation or other similar document describing the services to be provided by the Supplier.
1.4 SERVICES means the services specified in the proposal
1.5 The CONTRACT shall mean instructions, confirmed in writing or electronic format, issued and signed by the customer or an authorised person on behalf of the customer. This may also be known as a CLIENT AGREEMENT FORM
1.6. THE CLIENT AGREEMENT FORM means a contract between The Supplier and The Custumer to provide a paid Services
1.6 DIAGNOSIS WORKSHOP means a meeting either face to face or online between The Supplier and The Customer to ascertain and establish business value for The Customer as part of The Service offered by The Supplier.
1.7 OPPORTUNITY ASSESMENT means a meeting either face to face or online between The Supplier and The Customer to outline findings and proposed business direction value for The Customer as part of The Service offered by The Supplier.
1.8 THIRD PARTY PARTNER means an agency, freelancer, specialist, provider of services that works with The Supplier to achieve The Service.
1.9 FEES shall mean all charges and expenses that will by invoiced by the Supplier to the customer for the services provided
2.0 TERMS AND CONDITIONS means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.
These Terms and Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer and shall prevail over any other documentation or communication by the Customer
Any variation to these Terms and conditions shall be inapplicable unless agreed in writing by the Supplier.
Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Services, by virtue of any statute law or regulation.
Nothing in these Terms and conditions shall affect the customer’s statutory rights as a consumer.
3. The Service
3.1 The service proposal agreed that link to these Terms and Conditions shall remain valid of a period of 30 days
3.2 The Customer shall be deemed to have accepted the service proposal by placing an order with the supplier within the period specified in Clause 3.1
3.3 The Supplier will not commence work until the customer has accepted these Terms and Conditions as well as the instructions including, but not limited to, a proposed timeline and an estimate of fees which will be set out in an accompanying proposal.
3.4 The service proposal will be the best estimation of time required to meet your needs. If further time is required, you will be consulted before any further activity takes place.
3.5 The Supplier shall not be liable for failure to complete the work within the proposed timeline.
4.1 The fee for the Service is as specified in the service proposal and outlined expenses
4.2 Fees are based on the Supplier’s current assessment of costs and are subject to amendment subject to clause 11 – Cancellation and Termination.
4.3 Payment of the fee shall be in the manner specified in the Proposal or Agreement.
4.4 The Supplier will agree fees with The Customer prior to any
4.5 The Supplier will charge an upfront fee for The Diagnosis Workshop.
4.6 No work will be carried out before an agreed fee between The Supplier and The Customer has been paid and cleared prior to the Diagnosis Workshop.
5. Invoicing and on-going fees
5.1 The Supplier reserves the right to charge fees on a monthly basis for work carried out as part of the contract, proposal or agreement.
5.2 The Supplier shall be entitled to payment of the fees resulting from all the work carried out up to and including the end of the period.
5.4 Should the contracted work be delayed or suspended at the request of or through and default of the client for a period exceeding 4 weeks, The Supplier shall be entitled to payment of the fees resulting from all the work carried out up to and including the end of the period.
5.5 Payment terms are strictly 14 days from date of invoice unless specified for example in clause 4.6 relating to the Diagnosis Workshop.
5.6 If the Customer fails to make any payment within 14 days of it becoming due, the Supplier shall be entitled to charge interest at the rate of 2.5% per month on the outstanding amounts.
5.7 Payment for further work will be agreed between the Supplier the customer prior to The Proposal or Agreement.
6. Customer Obligations
To enable The Supplier to perform its obligations the Customer shall:
6.1 Keep agreed appointments in order to meet the necessary timescales.
6.2 Provide the supplier with any information reasonably required by the Supplier.
6.3 Obtain all necessary permissions and consent which will be required before the commencement of the services, the cost of which is the sole responsibility of the Customer. In certain circumstances this may include evidence that the customer holds a specific legal status
6.4 Comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.
7. The Supplier Obligations
7.1 The Supplier shall perform the Services with reasonable skills and care and to a reasonable standard in accordance with recognised standards and codes of practice
7.2 The Supplier accepts all responsibility to fulfil the service that is within its’ control, by the agreed timescales and to a satisfactory standard.
7.3 The Supplier will manage and maintain relationships with and any third-party partners unless specifically discussed between the Supplier and The Customer.
We, the Supplier, may seek customer feedback to continually monitor and improve our service.
8. Confidentiality & Data Protection
8.1 Information disclosed by the customer will be kept confidential and shared only with relevant parties to provide The Service.
8.2 All information retained by The Supplier will be processed strictly in accordance with the provisions of the Data Protection Act 1998 and its successors. Such information shall be held solely for the purposes of fulfilling the contract.
8.3 The Supplier will not transmit any personal data held on behalf of the client except where a) The transfer is a necessary part of the work undertaken to fulfil the contract or service b) There is a requirement to do so by operation of the law.
9. Complaints and Disputes
9.1 If there is a dispute about the interpretation or operation of this contract then the supplier will make every effort to resolve the dispute when and where it arises, negotiating on the basis of good faith.
10. Limitation of Liability
10.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury. However, the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any delay in the work carried out, negligence, breach of contract or otherwise in excess of the price of the Service.
10.2 The Supplier will not be held responsible for third party costs incurred by the customer for any reason whatsoever.
11. Cancellations & Termination
11.1 The customer may cancel the Service by notifying the Supplier in writing at the address above giving 30 days’ notice.
11.2 All work undertaken up to receiving cancellation must be paid for within the notice period.
11.3 The supplier may terminate the Service for any good reason within 30 days, giving written notice to the customer.
11.4 The supplier may, at the customer’s expense charge any costs relating to the winding up of any work being carried out as part of the contract including, but not limited to, fees, court or tribunal costs or any other reasonable third-party liabilities.
12. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
14. Governing Law and Jurisdiction
Any disputes or claims arising out of or in connection with these Terms and conditions of Business or the contract shall be governed by and construed in accordance with the law of England and Wales.
15. Acceptable of Terms
By signing and dating the client agreement form you will be accepting the Terms and Conditions of Business.