Terms and Conditions
Application and entire agreement
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These Terms and Conditions apply to the provision of the services detailed in our quotation
(Services) by Samantha Noden of 41 Dol Isaf, Wrexham, LL11 3DX (we or us or Service
Provider) to the person buying the services (you or Customer).
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You are deemed to have accepted these Terms and Conditions when you accept our quotation or from
the date of any performance of the Services (whichever happens earlier) and these Terms and
Conditions and our quotation (the Contract) are the entire agreement between us
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You acknowledge that you have not relied on any statement, promise or representation made or
given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other
terms that you try to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
Interpretation
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A "business day" means any day other than a Saturday, Sunday or bank holiday in England and
Wales.
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The headings in these Terms and Conditions are for convenience only and do not affect their
interpretation.
- Words imparting the singular number shall include the plural
and vice-versa.
Services
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We warrant that we will use reasonable care and skill in our performance of the Services which
will comply with the quotation, including any specification in all material respects. We can
make any changes to the Services which are necessary to comply with any applicable law or safety
requirement, and we will notify you if this is necessary.
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We will use our reasonable endeavours to complete the performance of the Services within the
time agreed or as set out in the quotation; however, time shall not be of the essence in the
performance of our obligations.
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All of these Terms and Conditions apply to the supply of any goods as well as Services unless we
specify otherwise.
Your obligations
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You must obtain any permissions, consents, licences or otherwise that we need and must give us
with access to any and all relevant information, materials, properties and any other matters
which we need to provide the Services.
- If you do not comply with clause 10, we can terminate the
Services.
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We are not liable for any delay or failure to provide the Services if this is caused by your
failure to comply with the provisions of this section (Your obligations).
Fees
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The fees (Fees) for the Services are set out in the quotation and are on a time and materials
basis.
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In addition to the Fees, we can recover from you a) reasonable incidental expenses including,
but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the
Services, and c) the cost of any materials required for the provision of the Services.
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You must pay us for any additional services provided by us that are not specified in the
quotation in accordance with our then current, applicable hourly rate in effect at the time of
performance or such other rate as may be agreed between us. The provisions of clause 14 also
apply to these additional services.
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The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or
charged by any competent authority.
Cancellation and amendment
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We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the
Services have not started, within a period of 7 days from the date of the quotation, (unless
the quotation has been withdrawn).
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Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of
the quotation.
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If you want to amend any details of the Services you must tell us in writing as soon as
possible. We will use reasonable endeavours to make any required changes and additional costs
will be included in the Fees and invoiced to you.
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If, due to circumstances beyond our control, including those set out in the clause below
(Circumstances beyond a party's control), we have to make any change in the Services or how they
are provided, we will notify you immediately. We will use reasonable endeavours to keep any such
changes to a minimum.
Payment
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We will invoice you for payment of the Fees either:
- when we have completed the Services; or
- on the invoice dates set out in the quotation.
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You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance
with any credit terms agreed between us.
- Time for payment shall be of the essence of the Contract.
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Without limiting any other right or remedy we have for statutory interest, if you do not pay
within the period set out above, we will charge you interest at the rate of 4% per annum above
the base lending rate of the Bank of England from time to time on the amount outstanding until
payment is received in full.
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All payments due under these Terms and Conditions must be made in full without any deduction or
withholding except as required by law and neither of us can assert any credit, set-off or
counterclaim against the other in order to justify withholding payment of any such amount in
whole or in part.
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If you do not pay within the period set out above, we can suspend any further provision of the
Services and cancel any future services which have been ordered by, or otherwise arranged with,
you.
- Receipts for payment will be issued by us only at your
request.
- All payments must be made in British Pounds unless otherwise
agreed in writing between us.
Sub-Contracting and assignment
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We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or
any of our rights under these Terms and Conditions and can subcontract or delegate in any manner
any or all of our obligations to any third party.
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You must not, without our prior written consent, assign, transfer, charge, subcontract or deal
in any other manner with all or any of your rights or obligations under these Terms and
Conditions.
Termination
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We can terminate the provision of the Services immediately if you:
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commit a material breach of your obligations under these Terms and
Conditions; or
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fail to make pay any amount due under the Contract on the due date for
payment; or
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are or become or, in our reasonable opinion, are about to become, the
subject of a bankruptcy order or take advantage of any other statutory provision for the
relief of insolvent debtor; or
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enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986,
or any other scheme or arrangement is made with its creditors; or
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convene any meeting of your creditors, enter into voluntary or compulsory
liquidation, have a receiver, manager, administrator or administrative receiver
appointed in respect of your assets or undertakings or any part of them, any documents
are filed with the court for the appointment of an administrator in respect of you,
notice of intention to appoint an administrator is given by you or any of your directors
or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the
Insolvency Act 1986), a resolution is passed or petition presented to any court for your
winding up or for the granting of an administration order in respect of you, or any
proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
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We reserve all copyright and any other intellectual property rights which may subsist in any
goods supplied in connection with the provision of the Services. We reserve the right to take
any appropriate action to restrain or prevent the infringement of such intellectual property
rights.
Liability and indemnity
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Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or
misrepresentation or otherwise, shall be limited as set out in this section.
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The total amount of our liability is limited to the total amount of Fees payable by you under
the Contract.
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We are not liable (whether caused by our employees, agents or otherwise) in connection with our
provision of the Services or the performance of any of our other obligations under these Terms
and Conditions or the quotation for:
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any indirect, special or consequential loss, damage, costs, or expenses or;
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any loss of profits; loss of anticipated profits; loss of business; loss of
data; loss of reputation or goodwill; business interruption; or, other third party
claims; or
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any failure to perform any of our obligations if such delay or failure is
due to any cause beyond our reasonable control; or
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any losses caused directly or indirectly by any failure or your breach in
relation to your obligations; or
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any losses arising directly or indirectly from the choice of Services and
how they will meet your requirements or your use of the Services or any goods supplied
in connection with the Services.
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You must indemnify us against all damages, costs, claims and expenses suffered by us arising
from any loss or damage to any equipment (including that belonging to third parties) caused by
you or your agents or employees.
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Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal
injury caused by our negligence, or for any fraudulent misrepresentation, or for any other
matters for which it would be unlawful to exclude or limit liability.
Data Protection
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When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the
ability to transfer, store or process personal data of employees of the Customer.
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The parties agree that where such processing of personal data takes place, the Customer shall be the
'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data
Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
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For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data
Subject' shall have the same meaning as in the GDPR.
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The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to
supply the Services as mentioned in these terms and conditions or as requested by and agreed with the
Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from
Processing any Personal Data for its own or for any third party's purposes.
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The Service Provider shall not disclose Personal Data to any third parties other than employees,
directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or
more extensive) conditions as set out in these terms and conditions or to the extent required by applicable
legislation and/or regulations.
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The Service Provider shall implement and maintain technical and organisational security measures as are
required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
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Further information about the Service Provider's approach to data protection are specified in its Data
Protection Policy, which can be found on our website. For any enquiries or complaints regarding data
privacy, you can contact our Data Protection Officer at the following e-mail
address: samii.noden@technicolourdreamcode.com.
Circumstances beyond a party's control
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Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
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All notices under these Terms and Conditions must be in writing and signed by, or on behalf of,
the
party giving notice (or a duly authorised officer of that party).
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Notices shall be deemed to have been duly given:
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when delivered, if delivered by courier or other messenger (including
registered mail) during the normal
business hours of the recipient;
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when sent, if transmitted by fax or email and a successful transmission
report or return receipt is
generated;
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on the fifth business day following mailing, if mailed by national ordinary
mail; or
- on the tenth business day following mailing, if
mailed by airmail.
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All notices under these Terms and Conditions must be addressed to the most recent address, email
address
or fax number notified to the other party.
No waiver
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No delay, act or omission by a party in exercising any right or remedy will be deemed a
waiver of that,
or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
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If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and
Conditions (which will remain valid and enforceable).
Law and jurisdiction
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This Agreement shall be governed by and interpreted according to the law of England and Wales and all
disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the
exclusive jurisdiction of the English and Welsh courts.