These Standard Terms apply to the supply of all products and services by Entyce Creative Limited, unless we otherwise agree in writing.
We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account.
BASIS OF CONTRACT
Our quotes are valid for a period of 30 days and any quotation given by us shall constitute an offer by us to provide services to the Customer. Our contract with the Customer shall come into force upon the date on which one of the following occurs:
- When we receive the Proposal Document (with a copy of these terms attached) duly signed by the Customer;
- When payment of the deposit received from the Customer; or
- In the case of an existing customer, when we receive email confirmation from the Customer’s duly authorised person that the Proposal Document is accepted.
Subject to the customer making payment for the services in accordance with the contract, Entyce shall use reasonable endeavours to provide the services in accordance with these terms and conditions and as set out in the Proposal Document.
USE OF THIRD PARTY CONTRACTORS
We may, as your agent, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will take all reasonable care in selecting and instructing a Third Party Contractor. However, we have no control over the activities of a Third Party Contractor and therefore accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.
ADEQUACY OF INSTRUCTIONS
We provide services only on the basis that those instructing us give us all proper, necessary and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us against any loss, liability, cost, claim, damage or expense (including professional costs on an indemnity basis) which we may suffer directly or indirectly arising from a breach by the customer of these provisions.
COPYRIGHT AND PUBLICATION
We accept material for printing and/or publication on the basis that those submitting the material are responsible for ensuring it is free from defamatory matter and does not infringe copyright or any other third party rights, and that those instructing us indemnify us accordingly.
THIRD PARTY RELIANCE
Our services are provided solely for the use of our client and that client’s own client on whose behalf the work has been commissioned and shall not be used or relied upon by any other third party.
All prices quoted are valid for acceptance by the Customer for 30 days after which time (except to the extent such prices form part of a Contract) they may be altered by Entyce without giving notice to the Customer to reflect increases in costs to Entyce (including without limitation costs of materials, labour, transport and services and any tax duty or charge imposed by any government or other authorities). Where applicable, after an order has become binding on Entyce, all prices will have VAT added at the appropriate rate. (Unless otherwise agreed in writing and save in the care of direct mail packs, packaging and delivery to the address of the Customer set out overleaf are normally included in the price).
We reserve the right to increase prices at any time for our services, as a result of an increase to our costs beyond our reasonable control. If we do, we will notify you in writing.
DELIVERY OF PRODUCTS AND SERVICES
Products are delivered using first class post, email or digital transfer (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you must meet those costs. Services are provided using reasonable skill and care.
Unless otherwise agreed by Entyce in the Proposal Document, payment for the services shall be due and payable at the times set out in and in accordance with the attached payment terms. We may require cash payment in advance before providing any goods or services. Where we have agreed credit terms for you our invoices are due for payment 28 days from their date. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
Subject to the provisions of this clause, all intellectual property rights created or used by Entyce in providing the services shall remain the absolute property of Entyce and/or its licensors.
Subject to the customer making payment in full for the relevant services Entyce shall assign all such right, title and interest as it may have in any existing or future intellectual property rights embodied in the content produced.
The customer grants Entyce an irrevocable, perpetual, worldwide, royalty-free licence to use any content for the purposes of showcasing its products and services to Entyce’s other customers and prospective customers.
NON- COMPLETION OF SERVICES
Where you instruct us to undertake any service, you will be responsible for our costs in providing that service whether or not it proceeds to its conclusion.
Entyce withholds the right to re-quote for a product/service if a period of 3 months has passed without communication from you, unless agreed in writing by both parties.
This clause sets out the entire financial liability of Entyce (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the customer in respect of any breach of the contract and any negligent act or omission of Entyce in the course of the provision of the services.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
Content is intended to be used for general interest only and should not be relied on for any purpose. Entyce will use reasonable endeavours to ensure the accuracy of the content but gives no warranty as to its accuracy, completeness or suitability for any purpose. We shall not be liable for any loss or damage suffered as a result of reliance on any content by the customer or any third party.
We will not be liable for loss of profits; loss of business; loss of anticipated savings; loss of contract; or any special, indirect, consequential or pure economic loss; and
Entyce’s total liability in contract, tort, or otherwise arising in connection with the performance or contemplated performance of the contract shall be limited to 100% of the fees paid to us by the customer in respect of the services.
Nothing in the Contract limits or excludes our liability for death or personal injury resulting from negligence or for any fraud or fraudulent misrepresentation by us
REQUEST FOR COMPLETED FILES
Once we have completed a project and delivered all design files to you, the files are then archived offsite. Should you require us to provide copies of completed work in the future, including purchased logos, images and designs, a charge will be made to cover time spent recovering the documents on your behalf.
For the purposes of this clause, any references to “personal data”, “data subject”, “personal data breach”, “processing”, “data processor” and “data controller” shall have the meaning specified in the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 and any legislation replacing or supplementing the same.
Each party shall comply with any applicable data protection, privacy or similar laws anywhere in the world (“Data Protection Laws”), including the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679, that apply in relation to any personal data processed in connection with the contract and render any such assistance and co-operation as is reasonably necessary or reasonably requested by the other party.
When Entyce processes any personal data collected from or about individuals on the customer’s behalf when performing its obligations under the contract, the parties record their intention that the customer shall be the data controller in respect of such personal data and Entyce shall be the data processor in relation to such personal data and Entyce agrees that it will:
- process such personal data only in accordance with the customer’s written instructions;
- promptly notify the customer if we receive notice of any complaint or communication which relates to the processing of such personal data or to either party’s compliance with Data Protection Laws unless legally prohibited;
- take appropriate technical and organisational security measures against unauthorised or unlawful processing of such personal data and against accidental loss of or damage to such personal data;
- not engage another processor without the prior specific or general written consent of the customer;
- the customer agrees that in an emergency situation where disclosure or transfer of such personal data is necessary to preserve the integrity of the personal data, Entyce shall be entitled to disclose or transfer such personal data to a third party to the extent only as is required for such purpose. Entyce shall inform the customer of the intended disclosure or transfer, together with the identity of the third party, where possible prior to the event or where pre-notification is not possible as soon as possible after the event, in order to give the customer the opportunity to object to such disclosure or transfer;
- not cause or permit any personal data to be transferred to countries outside the European Economic Area that have not received a binding adequacy decision by the European Commission or competent national data protection authority unless subject to the terms of the EU Standard Contractual Clauses or other appropriate transfer mechanism that provides an adequate level of protection in accordance with applicable Data Protection Laws;
- give reasonable assistance to the customer to enable it to respond within required timescales to a request made by a data subject to exercise his or her rights under Data Protection Laws in relation to personal data processed by Entyce on behalf of the customer;
- taking into account the nature of Entyce’s processing and the information available to us:
- provide reasonable assistance to the customer in undertaking data protection impact assessments relating to the services provided by Entyce; and
- provide reasonable assistance to the customer in ensuring compliance with the customer’s security and breach notification obligations under Data Protection Laws;
- ensure that persons authorised on behalf of Entyce and its sub-contractors to process such personal data are committed to contractually binding confidentiality commitments or are subject to a statutory obligation of confidentiality;
- promptly notify the customer if we becomes aware of any personal data breach that involves personal data processed by Entyce on behalf of the customer;
- take all reasonable steps to address such a personal data breach, including, where appropriate, measures to mitigate its possible adverse effects and shall consult with the customer in respect of such resolution or mitigation;
- at the customer’s option, delete or return all such personal data to the customer on termination of the contract and delete existing copies except to the extent that retention of the personal data is required by law; and
- make available to the customer and its regulators all information necessary to demonstrate compliance with the obligations in this clause.
Entyce Creative Limited will use personal information which we hold about you to provide our services and products to you, for credit control and market research purposes and to inform you about our services and products or events which we believe may be of interest to you.
We may only share your information with staff or other specialist networks with the sole purpose of completing your order or transaction. Except in the situations listed above or as required or allowed by law or other regulation, we will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available) to any third party without your prior consent.
We make every effort to ensure the security of our systems. Unfortunately, no data transference or storage can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information after we’ve received it, we cannot ensure or guarantee the security of the information.
We try to ensure that any websites we produce will function correctly on the server they are initially installed on and that they will function correctly when viewed with the latest we browser versions. Due to the large number of possible operating system and browser combinations we cannot guarantee our websites will function correctly on any other system.
In certain circumstances we are required by law to collect evidence of identity from our clients. If you fail to supply any due diligence which we request we will be unable to provide services to you.
If you are unhappy with any aspect of our service, please contact our one of our Directors. Any complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.
QUOTATIONS AND COSTS
Our quotes are valid for 30 days. Any advance payments are due immediately, with the remainder due as specified in the proposal or on project completion for any other work. Our costs exclude VAT and any outside costs incurred (for example: travel, photography, stock imagery, delivery and couriers).
Our day rate is £600.00 p/day. Any work outside an agreed list of deliverables, in the absence of a quote or due to author’s changes is charged at this rate.
We will provide you with estimated timescale for progress and completion of work and will use reasonable endeavours to meet those timescales (as long as you perform your obligations promptly). Any quoted dates or times are our best estimates only and we cannot guarantee that they will be met.
USE OF WORK FOR SELF-PROMOTION
We reserve the right to use any work we produce for the purpose of self-promotion.
CHANGES TO TERMS AND CONDITIONS
We reserve the right to make changes to these terms and conditions from time to time.
Contracts between us will be concluded in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.