1. Introduction and Interpretation

Definitions:

• Charges: the Charges payable by the Customer for the supply of the Services in accordance with the Order.

• Conditions: these terms and conditions as amended from time to time in accordance with clause 10.

• Contract: the Contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

• Customer: the person or firm who purchases Services from the Supplier.

• Deliverables: the Deliverables set out in the Specification produced by the Supplier for the Customer.

• Order: the Customer’s acceptance, written or otherwise, of a quotation by the Supplier set out in the Specification.

• Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

• Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.

• Supplier: Timothy Buckeridge sole trading as Ridge Creative

 

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.3 No variation of these Terms shall be binding unless agreed in writing by The Supplier.

 

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier agrees to provide services as agreed with the Customer and will use reasonable skill and care in the provision of our services and endeavour to meet any agreed deadlines specified in the Specification; however, any such dates shall be estimates only and we shall not be liable for delays.

3.3 The Customer acknowledges that creative interpretation remains at the discretion of The Supplier unless otherwise agreed in writing.

 

4. Customer Obligations

4.1 The Customer shall ensure that the terms of the Order and any information it provides in the Specification are complete and accurate.

4.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and respond to the Supplier in a timely manner.

4.2 The Customer must provide timely access to necessary resources, materials, and personnel to enable The Supplier to fulfil its reasonable obligations.

4.3 The Customer shall ensure that all information provided is accurate and does not infringe any third-party rights.

4.4 The Customer shall comply with all applicable laws, including health and safety laws.

4.5 The Customer shall keep all materials, equipment, documents and other property of The Supplier at the Customer’s premises in safe custody at its own risk, maintain our materials in good condition until returned to us, and not dispose of or use our Materials other than in accordance with the Supplier’s written instructions or authorisation.

4.6 The Customer shall check all Deliverables issued by The Supplier and confirm to them that such Deliverables are approved.

4.7 Any changes requested by the Customer after work has commenced may result in additional Charges and extended deadlines.

4.8 The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from our failure or delay to perform any of its obligations.

 

5. Charges and Payment

5.1 All services will be charged as per the agreed Charges.

5.2 The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom The Supplier engages in connection with the services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by The Supplier for the performance of the services, and for the cost of any materials.

5.3 A deposit may be required before commencement of work, with the remaining balance payable upon completion.

5.4 Payments must be made in full and in cleared funds to a bank account nominated in writing by The Supplier by the due date specified on the invoice. Late payments may incur additional fees.

5.5 All prices are exclusive of VAT unless otherwise stated.

 

6. Intellectual Property Rights

6.1 The Supplier retains full ownership of all intellectual property rights in or arising out of or in connection with any project or services (other than Intellectual Property Rights in any materials provided by the Customer) unless a formal copyright transfer agreement is made.

6.2 The Supplier grants to the Customer, unless otherwise stated and agreed, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the services and the Deliverables in its business.

6.3 The Customer grants The Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the The Supplier for the purpose of providing the services to the Customer and to be able to use the Deliverables in The Supplier’s marketing and promotional materials. The Customer has a right to explicitly opt-out in writing of Deliverables being used by The Supplier for marketing and promotional purposes.

 

7. Data Protection

7.1 The Supplier will handle all Customer data in accordance with applicable data protection laws.

7.2 Both parties will comply with all applicable requirements of the Data Protection Legislation.

7.3 We will not share personal data with third parties without the Customer’s explicit consent, except where required by law.

 

8. Termination

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months’ written notice.

8.2 Either party may terminate a Contract with immediate effect if the other party commits a material breach of these Terms and fails to rectify it within 14 days of written notice.

8.3 Without affecting any other right or remedy available to it, The Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.2 The Supplier reserves the right to terminate services immediately if the Customer engages in unlawful, unethical, or abusive behaviour.

8.3 Upon termination, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

 

9. Governing Law

9.1 These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

10. Amendments

10.1 The Supplier reserves the right to amend these Terms at any time. Updated Terms will be made available on our website.