Terms and Conditions

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Desique, 1 Higher Common Road, Buckley, Flintshire, CH73NG

DESIQUE
STANDARD TERMS AND CONDITIONS FOR PROVISION OF CREATIVE SERVICES
1. Application of Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and
Services in accordance with the price and timescale and job reference number
given by the Supplier and order placed by the Customer (whether oral or written)
which are subject to these Conditions.
1.2 The Contract shall be to the exclusion of any other terms and conditions subject
to which any such quotation is accepted or purported to be accepted, or any such
order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“The Customer” means the entity which accepts a quotation or offer of the Supplier
for the sale of the Goods and supply of the Services, or whose order for the Goods
and Services is accepted by the Supplier;
“Commencement Date” means the commencement date for this agreement as set
out in the offer and acceptance correspondence between the parties and as
confirmed by the Supplier when allocating a job reference number to the job.
“the Contract” means the contract for the purchase and sale of the Goods and
supply of the Services under these conditions;
“these Conditions” means the standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes any special terms
and conditions agreed in writing between the Customer and the Supplier;
“the Delivery Date” means the date on which the Goods and Services are to be
delivered as agreed in writing between the Customer and the Supplier;
“month” means a calendar month;
“the Services” means the Services to be provided to the Customer as set out in the
correspondence between the parties; These services may include but are not
restricted to, inter alia, design, artwork, artwork production, art direction, and
design management.
“The Supplier” means Desique;
“writing” includes any communications effected by facsimile transmission,
electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall
be construed as a reference to that statute or provision as amended, re-enacted or
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect
their interpretation.
3. Basis of Sale and Service
3.1 The Customer shall not rely on representations made by The Supplier’s
employees or agents unless confirmed in writing by the Supplier. In entering into
the Contract the Customer acknowledges that it does not rely on, and waives any
claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing
between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature and other documents issued by the Supplier in relation to the
Services are subject to alteration without notice and do not constitute offers to sell
the Services which are capable of acceptance. An order placed by the Customer
may not be withdrawn cancelled or altered prior to acceptance by the Supplier and
no contract for the sale of the Services shall be binding on the Supplier unless the
Supplier has issued a quotation which is expressed to be an offer to sell the
Services or has accepted an order placed by the Customer by whichever is the
earlier of:-
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Services; or
3.3.3 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, acceptance of offer, invoice or other document or information
issued by the Supplier shall be subject to correction without any liability on the part
of the Supplier.
4. The Services
4.1 With effect from the Commencement Date the Supplier shall, in consideration
of the Fees being paid in accordance with the Terms of Payment will provide the
services expressly identified in the correspondence between the parties and as
confirmed by the Job reference number allocated to the services by the Supplier or
otherwise agreed under these Conditions.
4.2 The Supplier will use reasonable care and skill to perform the services identified
in the correspondence between the parties and as confirmed by the Job reference
number allocated to the services by the Supplier or otherwise agreed under these
Conditions.
5. Price
5.1 The price for the provision of Services shall be the price quoted in
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
correspondence by the Supplier current at the date of acceptance of the
Customer’s order or such other price as may be agreed in writing by the Supplier
and the Customer.
5.2 Where the Supplier has quoted a price for the Services the price quoted shall
be valid for 30 days only or such lesser time as the Supplier may specify.
5.3 The price quoted in correspondence from the supplier to the Buyer is due for
payment either upon completion and delivery of the Services or on an account to
date basis as required by The Supplier and agreed with the Customer. Where
payment is due on an account to date basis, the Supplier will issue invoices on an
interim basis for Services completed to date and such invoices will fall due for
payment in accordance with these Conditions or as agreed in correspondence
between the parties and confirmed by the Supplier
5.4 The Supplier reserves the right, by giving notice to the Customer at any time
before delivery, to increase the price of the Services to reflect any increase in the
cost to the Supplier which is due to any factor beyond the reasonable control of the
Supplier (such as, but without limitation, any foreign exchange fluctuation currency
regulation, alteration of duties, significant increase in the costs of labour, materials
or other costs of manufacture), any change in delivery dates, quantities or
specifications for the Services which are requested by the Customer, or any delay
caused by any instructions of the Customer or failure of the Customer to give the
Supplier adequate information or instructions.
5.5 The price is exclusive of any applicable value added tax excise, sales or taxes
or levies of a similar nature which are imposed or charged by any competent fiscal
authority from time to time in respect of the Services, which the Customer shall be
additionally liable to pay to the Supplier.
5.6 Following delivery of the Services the Supplier may charge The Customer an
hourly based fee for accessing and providing copies of any archived records of The
Services held at the Supplier’s premises.
6. Payment
6.1 Unless otherwise agreed in writing between the Seller and the Customer,
all payments required to be made to The Supplier by The Customer under this
agreement shall be made immediately upon completion and delivery of the
Services, without any set-off, withholding or deduction except such amount (if any)
of tax as that party is required to deduct or withhold by law.
6.2 The time of payment shall be of the essence of these terms and conditions. If
the Customer fails to make any payment on the due date in respect of the price or
any other sum due under these terms and conditions then The Supplier shall,
without prejudice to any other rights which it may have, including legal action,
exercise its statutory right to interest under the Late Payment of Commercial Debts
(Interest) Act 1998.
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
6.3 All payments shall be made to the Supplier as indicated in correspondence
and quotations issued by the Supplier.
6.4 In the event of default of payment by the Customer to the Supplier under
anyContract for any reason (for the avoidance of doubt including without
limitation bankruptcy, insolvency or re-financing) then the directors of the Customer
if it is a limited company or public limited company shall jointly and severally
undertake to indemnify the Supplier and guarantee payment immediately on
demand for any debts owed including all costs and expenses incurred by the
Supplier in recovering the said sums owed.

7. Delivery and Performance
7.1 Delivery of the Services shall be made by the Supplier delivering the Services in
the manner described to the delivery location specified in the Customer’s order
confirmation to the Supplier or such other place as may be agreed in writing
between the parties.
7.2 The Delivery Date is approximate only and time for delivery shall not be of
the essence unless previously agreed by the Supplier in writing. The Services may
be delivered by the Supplier in advance of the Delivery Date upon giving reasonable
notice to the Customer.
7.3 If the Customer fails to take delivery of the Services or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences,
consents or authorisations required to enable the Services to be delivered on that
date, the Supplier shall be entitled upon given written notice to the Customer to
retain the Services and then notwithstanding the provision of Condition 10.1 of
these Conditions risk in the Services shall pass to the Customer, delivery shall be
deemed to have taken place and the Customer shall pay to the Supplier all costs
and expenses arising from such failure.
7.4 With effect from the Commencement Date the Supplier shall, in consideration
of the amount(s) being paid in accordance with the correspondence between the
Parties and will provide the Services expressly identified in the correspondence or
otherwise agreed under these Conditions.
7.5 The Supplier will upon request provide to The Customer files containing copies
of the delivered Services for the Customer to retain safely as a record of the
Services provided. The Supplier will also endeavour to retain copies of files detailing
the Services delivered to The Customer but in so doing The Supplier does not
guarantee that such files will continue to be accessible in the future.
8. Non-Delivery of Services
8.1 If the Supplier fails to deliver the Services and any of them on the Delivery Date
other than for reasons outside the Supplier’s reasonable control or the Customer’s
or its carrier’s fault:-
8.1.4 if the Supplier delivers the Services at any reasonable time thereafter the
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
Supplier shall have no liability in respect of such late delivery;
8.1.5 if the Customer gives written notice to the Supplier within 5 (five) business
days after the Delivery Date and the Supplier fails to deliver the Goods and Services
within one calendar month after receiving such notice the Customer may cancel the
order and the Supplier’s liability shall be limited any additional cost (if any) to the
Customer (in the cheapest available market) of similar Services to those not
delivered by the Supplier.
9. Risk and Property
Risk and Retention of Title
9.1 Risk of damage to or loss of the Services shall pass to the Customer at:
9.1.6 in the case of Services to be delivered at the Supplier’s premises, the time
when the Supplier notifies the Customer that the Services are available for
collection;
9.1.7 in the case of Services to be delivered otherwise than at the Supplier’s
premises, the time of delivery or, if the Customer wrongfully fails to take delivery of
the Services, the time when the Supplier has tendered delivery of the Services; or
9.1.8 in the case of Services being installed by the Supplier, the time that the
Supplier notifies the Customer that the installation is complete.
9.2 Notwithstanding delivery and the passing of risk in the Services, or any other
provision of these terms and conditions, legal and beneficial title of the Services
shall not pass to the Customer until the Supplier has received in cash or cleared
funds payment in full of the price for the Services.
9.3 Sub-clause 9.2 notwithstanding, legal and beneficial title of the Services shall
not pass to the Customer until the Supplier has received in cash or cleared funds
payment in full of the price of the Services and any other goods supplied by the
Supplier and the Customer has repaid all moneys owed to the Supplier, regardless
of how such indebtedness arose.
9.4 Until payment has been made to the Supplier in accordance with these terms
and conditions and title in the Services has passed to the Customer, the Customer
shall be in possession of the Services as bailee for the Supplier and the Customer
shall keep the Services separate and in an appropriate environment, shall ensure
that they are identifiable as being supplied by the Supplier and shall insure they are
insured against all reasonable risks.
9.5 In the event that the Customer sells or transfers the Services to a third party
before legal and beneficial title has passed to him under these Conditions, the
proceeds of the sub-sale or transfer (or such proportion as is due to the Supplier)
shall be held by the Customer on behalf of the Supplier. The Customer shall ensure
that such moneys are held separately from, and are in no way mixed with, any
other moneys or funds, and that all moneys held on the Supplier’s behalf are
identified as such.
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
9.6 The Supplier may, in accordance with the provisions of the Companies Act
1985, register any charge created by these Conditions.
9.7 The Customer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Services which remain the property of the
Supplier, but if the Customer does so all money owing by the Customer to the
Supplier shall (without prejudice to any other right or remedy of the Supplier)
forthwith become due and payable.
9.8 The Supplier reserves the right to repossess any of the Services in which the
Supplier retains title without notice. The Customer irrevocably authorises the
Supplier to enter the Customer’s premises during normal business hours for the
purpose of repossessing the Services in which the Supplier retains title and
inspecting the Services to ensure compliance with the storage and identification
requirements of sub-clause 9.4.
9.9 The Customer’s right to possession of the Services in which the Supplier
maintains legal and beneficial title shall terminate if;
9.9.9 The Customer commits or permits any material breach of its obligations
under these Conditions;
9.9.10 The Customer enters into a voluntary arrangement under Part 1 of the
Insolvency Act 1986, or any other scheme or arrangement is made with his
creditors;
9.9.11 The Customer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent debtors;
9.9.12 The Customer convenes any meeting of its creditors, enters into voluntary or
compulsory liquidation, has a receiver, manager, administrator or administrative
receiver appointed in respect of its assets or undertaking or any part thereof, any
documents are filed with the court for the appointment of an administrator in
respect of the Customer, notice of intention to appoint an administrator is given by
the Customer or any of its directors or by a qualifying floating charge-holder (as
defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is
passed or petition presented to any court for the winding up of the Customer or for
the granting of an administration order in respect of the Customer, or any
proceedings are commenced relating to the insolvency or possible insolvency of the
Customer.
10. Assignment
10.1 The Supplier may assign the Contract or any part of it to any person, firm or
company.
10.2 The Customer shall not be entitled to assign the Contract or any part of it
without the prior written consent of the Supplier, such consent not to be
unreasonably withheld.
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
11. Defects in The Services
11.1 If following delivery of any of the Services the Customer finds that they are not
to the agreed specification, The Customer shall notify the Supplier within 14 days of
any such deficiencies and the Supplier shall remedy such deficiencies within a
reasonable period of receiving The Customer’s notice.
11.2 The Supplier shall be under no liability to the Customer in respect of any
defect arising from fair wear and tear, or any wilful damage, negligence, subjection
to normal conditions, failure to follow the Supplier’s instructions (whether oral or in
writing), misuse or alteration of the Services without the Supplier’s approval, or any
other act or omission on the part of the Customer, its employees or agents or any
third party.
11.3 Subject as expressly provided in these Conditions, all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
12. Customer’s Default
12.1 If the Customer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Supplier, the Supplier shall
be entitled to:-
12.1.13 cancel the order or suspend any further deliveries of Services to the
Customer;
12.1.14 appropriate any payment made by the Customer to such of the Services (or
services supplied under any other contract between the Customer and the Supplier)
as the Supplier may think fit (notwithstanding any purported appropriation by the
Customer);
and
12.2 This condition applies if:-
12.2.15 the Customer fails to perform or observe any of its obligations hereunder
or is otherwise in breach of the Contract; or
12.2.16 the Customer becomes subject to an administration order or makes any
voluntary arrangement with its creditors (within the meaning of the Insolvency Act
1986) or (being an individual or firm) becomes bankrupt or (being a company) goes
into liquidation; or
12.2.17 an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Customer; or
12.2.18 the Customer ceases, or threatens to cease, to carry on business; or
12.2.19 the Supplier reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies the Customer
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
accordingly.
12.3 If Condition 12.2 applies then, without prejudice to any other right or remedy
available to the Supplier, the Supplier shall be entitled to cancel the Contract or
suspend any further services under the Contract without any liability to the
Customer, and if the Services have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary.
13. Liability
13.1 Except in respect of death or personal injury caused by the Supplier’s
negligence, the Supplier will not by reason of any representation, implied warranty,
condition or other term, or any duty at common law or under express terms of this
contract, be liable for any loss of profit or any indirect, special or consequential
loss, damage, costs, expenses or other claims (whether caused by the Supplier’s
servants or agents or otherwise) which arise out of or in connection with the supply
of the Services.
13.2 The Customer shall indemnify the Supplier against all damages, costs, claims
and expenses suffered by arising from loss or damage to any equipment (including
that of third parties) caused by the Customer, or its agent or employees.
13.3 Where the Customer consists of two or more persons such expression
throughout shall mean and include such two or more persons and each or any of
them. All obligations on the part of such a Customer shall be joint and several
obligations of such persons.
13.4 The Supplier shall not be liable to the Customer or be deemed to be in breach
of these terms and conditions by reason of any delay in performing, or any failure to
perform, any of the Supplier’s obligations if the delay or failure was due to any
cause beyond the Supplier’s reasonable control.
14. Communications
14.1 All communications between the parties about the Contract shall be in writing
and delivered by hand or sent by pre-paid first class post or sent by fax or sent by
electronic mail:
14.1.20 (in the case of communications to the Supplier) to its registered office or
such changed address as shall be notified to the Customer by the Supplier; or
14.1.21 (in the case of the communications to the Customer) to the registered
office of the Customer (if it is a company) or (in any other case) to any address of
the Customer set out in any document which forms part of the Contract or such
other address as shall be notified in writing to the Supplier by the Customer.
14.2 Communications shall be deemed to have been received:
14.2.22 if sent by pre-paid first class post, two Business Days after posting
(exclusive of the day of posting); or
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
14.2.23 if delivered by hand, on the day of delivery; or
14.2.24 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the
time of transmission and otherwise on the next Business Day (provided that
evidence shall be available of transmission or delivery to the correct address for
such communications).
14.3 Communications addressed to the Supplier shall be marked for the attention
of a Director of the Supplier.
15. Force Majeure
15.1 In the event that either party is prevented from fulfilling its obligations under
this Agreement by reason of any event beyond its control including but not limited
to war, national emergency, flood, earthquake, strike or lockout (subject to Subclause
15.2) the party shall not be deemed to be in breach of its obligations under
this Agreement. The party shall immediately give notice of this to the other party
and must take all reasonable steps to resume performance of its obligations.
15.2 Sub-clause 16.1 shall not apply with respect to strikes and lockouts where
such action has been induced by the party so incapacitated.
15.3 Each party shall be liable to pay to the other damages for any breach of this
Agreement and all expenses and costs incurred by that party in enforcing its rights
under this Agreement.
15.4 If and when the period of such incapacity exceeds three calendar months then
the Contract shall automatically terminate unless the parties first agree otherwise in
writing.
16. Waiver
No waiver by the Supplier of any breach of the Contract by the Customer shall be
considered as a waiver of any subsequent breach of the same or any other
provision.
17. Severance
If any provision of these Conditions is held by any competent 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.
18. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract.
19. All designs, artwork and rights to design and artwork (whether in digital or
printed format, speculative or otherwise) will remain the intellectual property of
Desique until either full assignment of intellectual property or respective
licence(s) are granted.
Desique
1 Higher Common Road, Buckley, Flintshire, CH73NG
20. Desique will never knowingly infringe any copyright or trademark and will
deliver, to the best of knowledge, creative solutions that are original and unique to
the agency. Unless otherwise agreed in writing, it is the responsibility of the client
to ensure that no copyright or trademark has been infringed and to make their own
application for copyright or trademark with the ‘UK Intellectual Property Office’ if
required.
21.Whilst reasonable efforts are made to ensure that websites and hosting accounts are secure as knowingly possible, it is the client’s sole responsibility to ensure that ongoing security measures are put in place to protect from malware, spam, hacking and other forms of online attacks. No liability for website security breaches shall remain with Desique or it’s associated partners.

22. Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales
and the parties agree to submit to the exclusive jurisdiction of the English and
Welsh courts pursuant to the Contracts (Rights of Third Parties) Act 1999.