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Terms & Conditions

1. Definitions

Seller Means 838 Digital of Shell Store, Rotherwas, Herefordshire, HR2 6SR

Buyer The person who buys or agrees to buy the Services from the Seller.

Conditions The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

Goods The items which the Buyer agrees to buy from the Seller as set out in the Order.

Price The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Intellectual Property Rights Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, 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.

Order The Buyer’s order for the supply of Services, as set out on the Buyer’s cart page.

Services The services supplied by the Seller to the Buyer as set out in the Order. 

Seller Materials Has the meaning set out in clause 12.1.6.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Services shall be deemed to be an offer by the Buyer to purchase Services from the Seller pursuant to these Conditions.   

2.3 Acceptance of commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 These Conditions may not be varied except by the written agreement of the Seller. 

2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued.

3. Price

The Price shall be the price quoted on the Order.  

4. Payment and Interest

4.1 Payment of the Price shall be due at the time of purchase.    

5. Goods

5.1 The Goods are described in the Order. 

5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

6. Supply of Services

The Seller agrees:

6.1 To undertake and provide the Services in accordance with any brief and deadline agreed with the Buyer and;

6.2 To manage and carry out the Services in an expert and diligent manner and to provide her services to the best of her technical and creative skill and to be solely responsible for how the services are provided; 

6.3 To the best of her ability, promptly and faithfully to meet the Deliverables and deadlines agreed with the Buyer;

6.4 the Seller is free to undertake and accept other engagements.

7. Buyer’s obligations

The Buyer shall:

7.1 Ensure that the terms of the Order are complete and accurate;

7.2 Co-operate with the Seller in all matters relating to the Services;

8. Intellectual Property Rights 

8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller. 

10. Data Protection and Data Processing

10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

11. No Employment or Partnership

11.1 The Seller is an independent contractor and nothing in this Agreement shall render or be deemed to render the Seller an employee, worker or agent of the Buyer and the Seller shall not hold himself or herself out as such.  This Agreement does not create any mutuality of obligation between the Seller and the Buyer and neither party seeks to create or imply any mutuality of obligation between the parties in the course of the performance of this engagement or during any notice period.  The Buyer is not obliged to offer work to the Seller, nor is the Buyer obliged to accept work where it is offered.

11.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Seller shall be fully responsible for and shall indemnify the Buyer for and in respect of:

11.2.1 Any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Seller shall further indemnify the Buyer against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Buyer in connection with or in consequence of any such liability, deduction, contribution, assessment other than where the latter arise out of the Buyer’s negligence or wilful default;

11.2.2 Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Seller or any substitute against the Buyer arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Buyer.

11.3 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12. Notices/Communications

12.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing via e-mail.

12.2 A notice or other communication shall be deemed to have been received if sent by e-mail, one Business Day after transmission. 

13. Entire Agreement

13.1 This agreement 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.

13.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14. Force Majeure

14.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

14.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

14.2.1 Strikes, lockouts or other industrial action;

14.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

14.2.5 Political interference with the normal operations.

15. Law and Jurisdiction

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).