Service Terms

Redbox Graphic Design Mansfield Limited – Standard Terms and Conditions

These terms and conditions (Conditions) cover all projects, services and jobs undertaken for all Customers.

1. Interpretation

1.1 The definitions and rules of interpretation in this condition

apply in these Conditions.

Contract:

the Customer’s brief and Redbox Graphic Design Mansfield’s acceptance of it, or the Customer’s acceptance of a quotation for services provided by Redbox Graphic Design  under condition 2.2;

Redbox Graphic Design Mansfield:

Redbox Graphic Design Limited, a company incorporated in England and Wales with company number 07083393 and whose trading office is at 12 Shaftesbury Avenue, Mansfield, Nottinghamshire NG19 7NB;

Customer:

the person, firm or company who purchases Services from Redbox Graphic Design Mansfield; Customer’s Equipment: any equipment, systems, copy, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services;

Deliverables:

all Documents, products and materials developed by Redbox Graphic Design Mansfield or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts);

Document:

includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, proof, tape, disk or other device or record embodying information in any form;

In-put Material:

all Documents, information and materials provided by the Customer relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;

Intellectual Property Rights:

all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Pre-existing Materials:

all Documents, information and materials provided by Redbox Graphic Design Mansfield relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;

Services:

the services to be provided by Redbox Graphic Design Mansfield under the Contract as set out in the quotation, together with any other services which Redbox Graphic Design Mansfield provides, or agrees to provide, to the Customer;

Redbox Graphic Design Mansfield’s Equipment:

any equipment, including tools, systems, cabling or facilities, provided by Redbox Graphic Design Mansfield or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer; and VAT: value added tax chargeable under English law for the time being and any similar additional tax.

2. Application Of Conditions

2.1 These Conditions shall:

2.1.1 apply to and be incorporated into the Contract; and

2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s brief, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.

2.2 The Customer’s brief, or the Customer’s acceptance of a quotation for Services by Redbox Graphic Design Mansfield, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by Redbox Graphic Design Mansfield other than:

2.2.1 by a written acknowledgement issued and executed by Redbox Graphic Design Mansfield; or

2.2.2 (if earlier) by Redbox Graphic Design Mansfield starting to provide the Services, when a contract for the supply and purchase of the Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.

2.3 Quotations are given by Redbox Graphic Design Mansfield based upon the Customer’s instructions, brief and description of the work and services to be completed. They are given on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 14 days from its date, provided that Redbox Graphic Design Mansfield has not previously withdrawn it.

3. Commencement And Duration

3.1 The Services supplied under the Contract shall be provided by Redbox Graphic Design Mansfield to the Customer from the date agreed by the parties after the Customer has signed the quotation. Unless agreed otherwise in writing, Redbox Graphic Design Mansfield shall not begin providing the Services until the quotation has been signed or otherwise formally agreed.

4. Redbox Graphic Design Mansfield’s Obligations

4.1 Redbox Graphic Design Mansfield shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with the quotation.

4.2 Redbox Graphic Design Mansfield shall use reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

5. Customer Obligations

5.1 The Customer shall:

5.1.1 co-operate with Redbox Graphic Design Mansfield in all matters relating to the Services;

5.1.2 provide to Redbox Graphic Design Mansfield, in a timely manner, such In-put Material and other information as Redbox Graphic Design Mansfield may reasonably require and ensure that it is accurate in all material respects;

5.1.3 ensure that all In-put Material is owned by the Customer, or, if not, ensure that the Customer has permission from the legal owner. In-put materials include written ext content, referenced quotations, logos and photographic imagery;

5.1.4 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and the use of In-put Material before the date on which the Services are scheduled to start.

5.2 The Customer acknowledges that the late supply of In-put Material may have an impact on Redbox Graphic Design Mansfield’s ability to deliver the Services within the estimated deadline. If Redbox Graphic Design Mansfield’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Redbox Graphic Design Mansfield shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

5.3 The Customer shall be liable to pay to Redbox Graphic Design Mansfield, on demand, all reasonable costs, charges or losses sustained or incurred by Redbox Graphic Design Mansfield (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Redbox Graphic Design Mansfield confirming such costs, charges and losses to the Customer in writing.

5.4 The Customer shall not, without the prior written consent of Redbox Graphic Design Mansfield, at any time from the date of the Contract to the expiry of 6 months after the last date of supply of the Services, solicit or entice away from Redbox Graphic Design Mansfield or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or sub-contractor of Redbox Graphic Design Mansfield in the provision of the Services.

5.5 Any consent given by Redbox Graphic Design Mansfield in accordance with condition 5.4 shall be subject to the Customer paying to Redbox Graphic Design Mansfield a sum equivalent to 20% of the then current annual remuneration of Redbox Graphic Design Mansfield’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

6. Charges And Payment

6.1 In consideration of the provision of the Services by Redbox Graphic Design Mansfield, the Customer shall pay the charges as set out in the quotation, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Unless stated or agreed otherwise, all charges must be paid as agreed prior to Redbox Graphic Design Mansfield commencing the Services. Condition 6.2 shall apply if Redbox Graphic Design Mansfield provides Services on a time and materials basis. Condition 6.3 shall apply if Redbox Graphic Design Mansfield provides Services for a fixed price. The remainder of this condition 6 shall apply in either case.

6.2 Where Services are provided on a time and materials basis:

6.2.1 the charges payable for the Services shall be calculated in accordance with Redbox Graphic Design Mansfield’s standard hourly fee rates, as set out in the quotation and as amended from time to time in accordance with condition 6.9;

6.2.2 Redbox Graphic Design Mansfield shall be entitled to charge an overtime rate of 50% of the standard hourly fee rate for any time worked by individuals whom it engages on the Services outside the hours agreed to be provided for in the quotation or outside the hours of 10.00 am and 5.00 pm, weekdays Monday to Friday;

6.2.3 Redbox Graphic Design Mansfield shall ensure that every individual whom it engages on the Services completes job sheets recording time spent on the Services, and Redbox Graphic Design Mansfield shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 6.2.5; and

6.2.4 Unless paid for upfront, Redbox Graphic Design Mansfield shall invoice the Customer in arrears from time to time for its charges for time, expenses and materials (together with VAT where appropriate) for the period concerned, calculated as provided in this condition 6.2. Each invoice shall set out the time spent on each aspect of the Services by each individual whom it engages on the Services and provide a detailed breakdown of any expenses and materials.

6.3 Where Services are provided for at a fixed price, the total price for the Services shall be the amount set out in the quotation. Unless paid for upfront or otherwise agreed in writing by a director of Redbox Graphic Design Mansfield, 50% of the total price for the Services must be paid to Redbox Graphic Design Mansfield prior to Redbox Graphic Design Mansfield providing the Services to the Customer, unless otherwise formally agreed. The balance of the total price shall be paid to Redbox Graphic Design Mansfield (without deduction or set-off) as and when invoices are issued by Redbox Graphic Design Mansfield by return unless otherwise approved in writing by an authorised Director.

6.4 Any fixed price and daily rate contained in the quotation usually excludes:

6.4.1 the cost of any added expenses materials or disbursements. Such expenses, materials or disbursements shall be invoiced by Redbox Graphic Design Mansfield at cost;

6.5 All reversionary work or additional work requested by the Customer, which is requested following commencement of the Service and which is outside the scope of the quotation (including any services necessarily procured in order to carry out the Service) shall be regarded as additional to the cost given in the quotation and will be invoiced separately unless otherwise formally agreed.

6.6 Quotations do not include copy writing or custom photography unless otherwise stated.

6.7 All charges listed in quotations are estimates and are subject to final confirmation of client specification and material content.

6.8 Additional work will be charged at Redbox Graphic Design Mansfield’s standard hourly fee rates.

6.9 The parties agree that Redbox Graphic Design Mansfield may review and increase its standard hourly fee rates, provided that such charges cannot be increased more than once in any 12 month period. Redbox Graphic Design Mansfield will give the Customer written notice of any such increase 30 days prior to the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 7 days of such notice being received or deemed to have been received in accordance with condition 10, terminate the Contract by giving 7 days written notice to Redbox Graphic Design Mansfield.

6.10 The Customer shall pay each invoice submitted to it by Redbox Graphic Design Mansfield, in full and in cleared funds, upon receipt unless otherwise agreed.

6.11 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Redbox Graphic Design Mansfield on the due date, Redbox Graphic Design Mansfield may:

6.11.1 charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. Redbox Graphic Design Mansfield may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

6.11.2 suspend all Services and scheduled works until payment has been made in full.

6.12 Time for payment shall be of the essence of the Contract.

6.13 All sums payable to Redbox Graphic Design Mansfield under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.13 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

6.14 Redbox Graphic Design Mansfield may, without prejudice to any other rights it may have, set off any liability of the Customer to Redbox Graphic Design Mansfield against any liability of Redbox Graphic Design Mansfield to the Customer.

7. Website Design

7.1 Where requested by the Customer, Redbox Graphic Design Mansfield will design and build a website based on the Customer’s agreed brief.

7.2 Unless agreed in writing differently with a director of Redbox Graphic Design Mansfield, a non-refundable deposit of 50% must be paid by the Customer on acceptance of Redbox Graphic Design Mansfield’s quotation and, in any event, before Redbox Graphic Design Mansfield provides the Services. The balance of Redbox Graphic Design Mansfield’s charges must be paid upon project completion but prior to the website going “live”. If any charges are not paid on or before the date for payment, Redbox Graphic Design Mansfield may suspend the provision of the Services and Redbox Graphic Design Mansfield will not upload the website to their server or supply the website files to the Customer for use on any third party hosting server.

7.3 Redbox Graphic Design Mansfield will provide a version of the Customer’s website to the Customer for the Customer’s review and approval. Once approval has been given, which can include by email or verbally, Redbox Graphic Design Mansfield will release the website to the Customer. On approval, Redbox Graphic Design Mansfield will have no liability for any errors or downtime due to changes being made to the website by the Customer of any third parties.

7.4 Redbox Graphic Design Mansfield reserves the right to refuse to handle any material that they deem to be offensive, illegal or controversial.

7.5 Unless agreed otherwise, the Customer agrees that Redbox Graphic Design Mansfield shall be free to:

7.5.1 Reproduce, use, disclose, display, transmit, perform, create derivative works, and distribute any item from the Customers website by prior agreement.

7.6 Redbox Graphic Design Mansfield recommends that any website that it produces for a Customer should have a website terms of use policy and, where personal data is held, a privacy policy. It is the Customer’s responsibility to arrange for these policies to be drafted and added to their website. Redbox Graphic Design Mansfield will have no liability to the Customer of any third party if the Customer does not use these policies.

8. Website Hosting And Maintenance Services

8.1 Where requested by the Customer, Redbox Graphic Design Mansfield will provide website hosting and maintenance services. Redbox Graphic Design Mansfield will use reasonable endeavours to provide a reliable and professional service.

8.2 Payment for the period of such services must be paid upfront unless agreed otherwise. Redbox Graphic Design Mansfield reserves the right to deactivate the Customer’s website where the hosting and/or maintenance fees are not paid on time. Redbox Graphic Design Mansfield may charge an administration fee, currently £35, for reactivating the Customer’s website.

8.3 Redbox Graphic Design Mansfield cannot guarantee that website hosting will be available to the Customer 100% of the time, especially in the event of a failure beyond Redbox Graphic Design Mansfield’s control.

8.4 For the purpose of maintenance services, website hosting may have to be suspended for extremely short periods of time. Redbox Graphic Design Mansfield will endeavour to notify the Customer of any such periods.

8.5 Where the Customer does not use Redbox Graphic Design Mansfield for website hosting and maintenance, Redbox Graphic Design Mansfield will have no liability in respect of these services.

9. Domain Name Registration

9.1 Where requested, Redbox Graphic Design Mansfield will provide domain name registration services.

9.2 Domain name registration is completed through a third party domain name provider. The registration of a domain name on behalf of the Customer is subject to the terms and conditions of those third parties.

9.3 Domain names are typically registered for 12 months (.com) and 24 months (.co.uk).

9.4 Redbox Graphic Design Mansfield will advise the Customer of the relevant renewal dates and fees. Renewal fees must be received by Redbox Graphic Design Mansfield prior to the relevant renewal date. If the renewal fees are not received prior to the renewal date, Redbox Graphic Design Mansfield will not renew the domain registration and the domain name may be lost to a third party.

9.5 The Customer must ensure that the domain name does not infringe upon a third party’s legal rights, or that it is not used for any unlawful purpose.

9.6 Redbox Graphic Design Mansfield reserve the right to charge a fee, currently £12, for a domain name transfer. A domain name will only be transferred once we have received the full domain name transfer fee.

10. Search Engine Optimisation

10.1 Redbox Graphic Design Mansfield will provide Search Engine Optimisation services as agreed.

10.2 Redbox Graphic Design Mansfield will use reasonable endeavours to improve the position of the Customer’s search engine results, but, do not guarantee any specific placement or higher placement on search engine results.

10.3 Redbox Graphic Design Mansfield will have no liability for any changes in position of the Customer’s website on search engine results.

11. General Design

11.1 Redbox Graphic Design Mansfield will provide design services as set out in the quotation.

11.2 Following signature of the quotation, there will be a design phase during which Redbox Graphic Design Mansfield may have a number of meetings with the Customer to take further instructions. Once the design phase has ended, Redbox Graphic Design Mansfield will finalise their design and request that the Customer approve the design by confirming approval in an email or verbally, or such other method as Redbox Graphic Design Mansfield shall notify to the Customer.

11.3 Redbox Graphic Design will quote an initial estimate of production time based on information supplied at initial meeting and estimated from aapproval of the framework design (design phase).

11.4 Once the Customer has given final approval, any further design work requested by the Customer will be charged at Redbox Graphic Design Mansfield’s hourly rate.

11.5 Where Redbox Graphic Design Mansfield are asked to tender for the design work of a Customer or any other third party, or in any situation where Redbox Graphic Design Mansfield are asked to produce design services before the Customer or a third party signs a quotation or has chance to review these Conditions, the Customer or the third party acknowledges that Redbox Graphic Design Mansfield will invest both time and money in producing the initial tender/design work and agrees that it will pay a fee of £500 to Redbox Graphic Design Mansfield if Redbox Graphic Design Mansfield does not secure the tendered/potential work and the Customer or third party, or any party connected to the Customer or the third party, then uses the design, or any design which, in the reasonable opinion of Redbox Graphic Design Mansfield, is based upon Redbox Graphic Design Mansfield’s original design. The Customer or the third party acknowledges that this fee is a genuine pre-estimate of Redbox Graphic Design Mansfield’s costs in producing such design. Redbox Graphic Design Mansfield may reduce this amount if its costs are substantially below this figure or in its absolute discretion. This sum must be paid within 7 days of the Customer or the third party receiving Redbox Graphic Design Mansfield’s invoice.

12. Photography

12.1 Where the Customer requires photography as part of the Services, this can be provided by Redbox Graphic Design Mansfield, a third party of Redbox Graphic Design Mansfield’s choosing, a third party of the Customer’s choosing or by the Customer itself.

12.2 Photography provided for by Redbox Graphic Design Mansfield, or where Redbox Graphic Design Mansfield engages the services of a third party to provide such photography, will be invoiced at the rate set out in the quotation. No charge will be made in respect of photography submitted by the Customer.

12.3 Where the Customer provides photography to be used by Redbox Graphic Design Mansfield, Redbox Graphic Design Mansfield will not be liable for any copyright or other intellectual property infringements. Redbox Graphic Design Mansfield reserve the right to refuse any photography provided by the Customer unless adequate proof is provided that the Customer is entitled to submit such photography.

12.4 Where Redbox Graphic Design Mansfield or a third party engaged by Redbox Graphic Design Mansfield provides photography for the Customer, the Customer will be required to approve such photography either in writing (which shall include by email), or such other method as Redbox Graphic Design Mansfield shall notify to the Customer. Redbox Graphic Design Mansfield will have no liability for any such photography once the Customer has approved it, or if Redbox Graphic Design Mansfield decides to proceed with the photography if they are unable to obtain such approval within 7 days.

13. Printing

13.1 Redbox Graphic Design Mansfield will provide printing services as set out in the quotation.

13.2 Prior to Redbox Graphic Design Mansfield producing the printing requested by the Customer, the Customer will be required to approve the printing proof(s) by signing a final approval sheet or by confirming approval in an email or verbally, or such other method as Redbox Graphic Design Mansfield shall notify to the Customer.

13.3 Once the Customer has given final approval, any printing work will be procured with a suitable supplier at the rate quoted.

14. Intellectual Property Rights

14.1 Save where agreed otherwise (for example, where Redbox Graphic Design Mansfield agree to licence the design and code to a website to the Customer for an annual fee), as between the Customer and Redbox Graphic Design Mansfield, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials (excluding any material provided by the Customer) shall be owned by Redbox Graphic Design Mansfield until the Services are paid for in full. Subject to condition 14.2, until the Services are paid for in full, Redbox Graphic Design Mansfield licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the website, the Deliverables and the Services. This license is terminated with immediate effect as soon as any invoice becomes overdue.

14.2 The Customer grants Redbox Graphic Design Mansfield a licence to use the Customer’s In-put Material.

14.3 The Customer acknowledges that, where Redbox Graphic Design Mansfield does not own any pre-existing Materials, the Customer’s use of rights in pre-existing Materials is conditional on Redbox Graphic Design Mansfield obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Redbox Graphic Design Mansfield to license such rights to the Customer.

15. Limitation Of Liability

15.1 This condition 15 sets out the entire financial liability of Redbox Graphic Design Mansfield (including any liability for the acts or omissions of its employees, agents, consultants, and sub-contractors) to the Customer in respect of:

15.1.1 any breach of the Contract;

15.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and

15.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

15.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

15.3 Nothing in these Conditions limits or excludes the liability of Redbox Graphic Design Mansfield:

15.3.1 for death or personal injury resulting from negligence; or

15.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Redbox Graphic Design Mansfield.

15.4 Subject to condition 15.2 and condition 15.3

15.4.1 Redbox Graphic Design Mansfield shall not be liable for:

15.4.1.1 loss of business; or

15.4.1.2 loss of goods; or

15.4.1.3 loss of contract; or

15.4.1.4 loss of use, for example, the Customer’s website services being unavailable; or

15.4.1.5 loss of corruption of data or information; or

15.4.1.6 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

15.4.2 Redbox Graphic Design Mansfield’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services by the customer.

16. Data Protection

16.1 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency if required, and personal data will be securely processed by and on behalf of Redbox Graphic Design Mansfield in connection with the Services.

17. Termination

17.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 30 days written notice if:

17.1.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or

17.1.2 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

17.1.3 the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

17.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

17.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

17.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

17.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

17.1.8 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or

17.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

17.1.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

17.1.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 17.1.4 to condition 17.1.10 (inclusive); or

17.1.12 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

17.2 Redbox Graphic Design Mansfield may terminate the Contract on 14 days written notice if there is a change of control of the Customer (as defined in section 574 of the Capital Allowances Act 2001).

17.3 On termination of the Contract for any reason:

17.3.1 the Customer shall immediately pay to Redbox Graphic Design Mansfield all of Redbox Graphic Design Mansfield’s outstanding unpaid invoices and interest and, in

respect of Services supplied but for which no invoice has been submitted, Redbox Graphic Design Mansfield may submit an invoice, which shall be payable immediately on receipt;

17.3.2 the Customer shall, within a reasonable time, return all of Redbox Graphic Design Mansfield’s Equipment, Pre-existing Materials and Deliverables.

If the Customer fails to do so, then Redbox Graphic Design Mansfield may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

17.3.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

17.4 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect: condition 14; condition 15; condition 16; condition 17; and condition 19.12.

17.5 In the event of unreasonable conduct on the part of the client including, but not limited to,  unreasonable language; violent conduct; aggressive behaviour; racist, sexist or discriminatory conduct, Redbox Graphic Design reserves the right to immediately terminate any withstanding business contract or agreement to provide services to said client. Reimbursement of monies paid by the client shall be actioned at the company’s dicretion, excluding any costs incurred by Redbox Graphic Design during the period of the afiorementioned contract or service agreement.

18. Confidentiality And Redbox Graphic Design Mansfield’s Property

18.1 The Customer shall keep in strict confidence all technical or commercial knowledge, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Redbox Graphic Design Mansfield, its employees, agents, consultants or subcontractors and any other confidential information concerning Redbox Graphic Design Mansfield’s business or its products which the Customer may obtain.

18.2 The Customer may disclose such information:

18.2.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Contract; and

18.2.2 as may be required by law, court order or any governmental or regulatory authority.

18.3 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 18.

18.4 The Customer shall not use any such information for any purpose other than to perform its obligations under the Contract.

18.5 All materials, equipment and tools, drawings, specifications and data supplied by Redbox Graphic Design Mansfield to the Customer (including Pre-existing Material) shall, at all times, be and remain as between Redbox Graphic Design Mansfield and the Customer the exclusive property of Redbox Graphic Design Mansfield, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to Redbox Graphic Design Mansfield, and shall not be disposed of or used other than in accordance with Redbox Graphic Design Mansfield’s written instructions or authorisation.

19. General

19.1 Redbox Graphic Design Mansfield shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Redbox Graphic Design Mansfield or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

19.2 Redbox Graphic Design Mansfield may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. If Redbox Graphic Design Mansfield requests a change to the scope of the Services for any other reason, the Customer shall not unreasonably withhold or delay consent to it.

19.3 Subject to condition 19.2, no variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

19.4 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

19.5 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

19.6 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

19.7 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).

19.8 The Customer shall not, without the prior written consent of Redbox Graphic Design Mansfield, assign, transfer, charge, mortgage, subcontractor deal in any other manner with all or any of its rights or obligations under the Contract. Redbox Graphic Design Mansfield may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

19.9 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

19.10 A person who is not a party to the Contract shall not have any rights under or in connection with it.

19.11 Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.

19.12 The Contract, 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. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).