Agreement as to Terms and Conditions.
Agreement as to Terms and Conditions
These Terms and Conditions together with any Individual Proposal agreed with you form the basis of the contract between thefingerprint limited and you. This is an important legal document which you should read carefully before agreeing to use our services. For the avoidance of doubt, by your use of our website or the Services, as hereinafter defined, you are deemed to have accepted the Terms and Conditions in full.
thefingerprint limited (company number: SC512735) is a company registered under the Companies Acts and having a registered office at 5 Fulmar Crescent, The Inches, Larbert, Stirlingshire. FK5 4FW. We operate the website www.thefingerprint.co.uk. To contact us telephone 07740 348 521 or e-mail [email protected].
In these Terms and Conditions the following words shall have the following meanings ascribed to them, where the context so admits:-
“Contract” means our contractual agreement with you, the Client, under which we shall provide the Services and which shall expressly incorporate the Terms and Conditions and the Individual Proposal, if any.
“Client”, “you” means the individual, firm or corporate body as specified in the Individual Proposal being the other party to the Contract. In the absence of an Individual Proposal the individual, firm or corporate body accessing the Services shall be deemed to be the Client.
“Data Protection Laws” means the Data Protection Act 1998, Directive 95/46/E and the General Data Protection Regulations with effect from its implementation date or otherwise as revised, updated, replaced or supplemented from time to time and any related guidance or codes of practice issued by the UK Information Commissioner or any successor body.
“Individual Proposal” means the individual proposal offered by thefingerprint to the Client for the provision of the Services.
“Final Works” means the final version of the Services delivered to you and in return for which the balance of the Price is paid. Subject to prior agreement in the Individual Proposal, intellectual property rights to the Final Works may be included in the Price.
“Personal Data” means any information which relates to a particular identified or identifiable living individual and includes any data which, when taken in aggregate, could lead to the identification of that particular person.
“Price” means the price to be paid by the Client to thefingerprint for the Services.
“Services” means the goods and services specified in the Individual Proposal or otherwise agreed between the parties to be provided by thefingerprint to the Client in return for which the Price is payable.
“Terms and Conditions” mean this document which forms part of the Contract.
“thefingerprint”, “we”, “us”, “our” means thefingerprint limited (company number SC512735) a company registered under the Companies Acts and having its registered office at 5 Fulmar Crescent, The Inches, Larbert, Stirlingshire. FK5 4FW.
“Working files” means all preliminary work produced or exhibited by us in the process of preparing the Final Works, including all original artwork, discussion materials, sketches, rough layouts, visualisations, samples, final proofs and all other material created by us in the design process other than the Final Works.
Expressions in the singular include the plural and vice versa and shall include corporate bodies as the context so admits. Where the expression “Client” includes more than one person or party then all obligations for which the Client is liable under the Contract shall be binding jointly and severally on each and every such person or party.
- Our contract with you
These Terms and Conditions apply to the order by you and our agreement to supply the Services to you. They apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, but they are subject always to the terms of the Individual Proposal. In the event that any of the terms and conditions described herein are inconsistent with the terms of the Individual Proposal then the terms of the Individual Proposal shall prevail.
- Entire agreement
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.
- Your copy
You should print a copy of these Terms and Conditions, or save them to your computer, for future reference.
- How we may contact you
If we have to contact you we will do so by telephone or by writing to you at the email address or postal address provided to us.
- The Services
We shall provide the Services in a competent manner within a reasonable period of time. Where the Services include any goods then those goods will be of a satisfactory quality and appropriate for the intended use, provided that use is known to us. The Services shall not be undertaken by any specific employee of thefingerprint, even if so requested by you, and we shall be fully entitled at any time to engage sub-contractors or others to provide all, or any part of, the Services without affecting our contractual relationship with you. The Services shall commence on the date when the Individual Proposal (or other offer) is accepted by you, failing which the Services shall commence on the earlier of the date of delivery of any physical products or offline content or the date upon which you are given access to any digital or online material whether or not you have accessed that material or made payment of any part of the Price.
- Changes to the Contract
If you wish to make a change to the specification of your order please contact us as soon as possible. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may be able to end the Contract, subject to payment of the Price (or a part thereof as determined by us).
We may change the Services to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect the quality or your use of the Services.
- Updates to digital content
We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.
- Cancellation and refunds
If we are forced to cancel any of the Services then we will contact you as soon as reasonably practicable. You will be entitled to a full refund on any Services which are cancelled by us, except where that cancellation is due to any action or inaction on your part.
Except where we are in breach of contract then you may not cancel any of the Services after such Services have commenced, irrespective of whether you have already paid for the Services but subject always to your statutory rights. If you wish to cancel between conclusion of the Contract and delivery of the Services then you may do so by notifying us in writing in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or any other legislation of similar effect which may be in force from time to time.
- Our liability for loss or damage suffered by you
If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
We do not seek to exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to the Services.
If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
- Payment of the Price
Subject to Clause 14 and except where agreed in advance with you the full Price shall be payable as follows: 50% on conclusion of the Contract followed by further payments of 25% on production of the 1st draft and a final payment of the remaining 25% on delivery of the Final Works. In the event of late payment interest will run from the date when payment falls due at the rate of 8 per centum (8%) per annum above the Royal Bank of Scotland base rate from time to time calculated on a daily basis until payment of the outstanding sum (including such interest) is received by us in full. Without prejudice to the foregoing we reserve the right to recover outstanding payments and interest in any lawful manner as we may deem appropriate.
- Lack of instructions
We will always try to complete and deliver the Services within the time frame agreed with you but we may require your input and further instructions to do so, such as to approve a draft or to choose between different options. If you do not give us instructions then we may have to cancel your order. If we are unable to progress the Services because of delays on your part we will write to you to ask that you contact us urgently with your instructions. We will give you fourteen days’ notice to contact us. If at the end of this fourteen day period we are still unable to progress matters because you have failed to provide proper instructions then we will cancel your order and will cease work on the Services. In the event that we have to cancel your order for lack of instructions then the full balance of the Price will become payable immediately.
- Intellectual Property
Except where otherwise expressly agreed in the Individual Proposal any intellectual property rights arising out of our work remain exclusively with us. You may be granted a licence to use our Intellectual Property for agreed purposes but we retain the right to cancel that licence without notice in the event of any breach by you of the conditions of our Contract or these Terms and Conditions. All content hosted on our website belongs to us or to our licensors. Any materials made available to you, either online or otherwise, are for your use only and may not be sold, reproduced or modified in whole or in part without our express prior approval. Temporary copies which are made automatically in the process of downloading from our website are permitted. Legitimate uses include viewing and printing of material for your own use but subject to the provisions in Clause 16 relating to Working Files.
We have taken all reasonable steps to ensure that we have not infringed the intellectual property rights of any third parties. If you believe that any material on this site infringes your intellectual property rights, please write to us at 5 Fulmar Crescent, The Inches, Larbert, Stirlingshire, FK5 4FW or email [email protected].
- Working Files
For the avoidance of doubt and notwithstanding the terms of Clause 15, we retain all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Working Files. You agree to return to us all Working Files within your possession within 14 days of completion of the services.
- Final Works
Subject to the terms of Clause 15, a non-transferable licence to use the Final Works may be agreed in terms of the Individual Proposal. Where such a licence has been agreed this licence is non-transferable and shall not preclude us from using the Final Works, in whole or in part, for legitimate promotional purposes. Any licence granted to you in respect of the Final Works does not include the right to keep or use the Working Files. Any attempt to decompile, reverse engineer or otherwise disassemble the Final Works or the Working Files is strictly prohibited and by your acceptance hereof you agree to indemnify us absolutely against any and all losses, direct and indirect, which may be suffered by us as a result of any breach of this Clause.
- Our website and online hosting
We make all reasonable efforts to ensure that the content on our website is accurate. We cannot, however, guarantee the correctness or completeness of our content and take no responsibility concerning its quality or fitness for any particular purpose unless that purpose has been agreed between us and you prior to conclusion of the Contract. It is provided without any conditions or warranties of any kind. We may make changes to our website content at any time solely at our discretion and without giving prior notice.
The following uses of our website are strictly prohibited:-
Accessing our website in any way which interferes with its normal functioning;
Linking to any page of our website other than our homepage;
Accessing our website in such a manner that it appears to be part of a third party’s website, (for example, by the use of a frame), i.e. “deep-linking”.
Conducting any automated data collection activities including, inter alia, scraping, data harvesting and data mining.
- Viruses etc.
We make every effort to ensure that our website and any digital products which we provide are free from viruses or defects. However, we cannot guarantee that your use of our website, or any websites accessible through our website, or any digital products we provide will not cause damage to your computer. It is your responsibility to ensure that the right equipment is available to use the website or our digital products. Except in the case of negligence on our part, we will not be liable to any person for any loss or damage which may arise to computer equipment as a result of using our website or the Services. We take your security seriously and as such we host our site on secure hosting network. That network includes intrusion detection and intrusion prevention systems, firewalls and regular vulnerability scanning.
- Website availability
In the event that we provide a hosting service to you we cannot and do not guarantee that this service will be available at any given time or for any particular purpose. We will always endeavour to keep the website fully operational. We cannot accept liability for any loss of data or for any denial, restriction or interruption of access or any subsequent inconvenience.
- Assignation etc.
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We will not withhold our agreement unreasonably.
- Third party rights
This Contract is between you and us. No other person shall have any rights to enforce any of its terms. This Contract is not intended to create any third party rights.
- Validity of terms
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- No waiver
Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make payment at a later date.
- Refusal of service
We reserve the right to withdraw any Individual Proposal or offer at any time without notice and without explanation. We seek to uphold and promote the highest ethical and professional standards. If we have reason to believe that any Client is behaving in a manner, or utilising the Services in a manner, which we deem, in our absolute discretion, to be unethical, unprofessional or otherwise inappropriate then we reserve the right to terminate the Contract with that Client immediately and without prior notice.
Any notices to be served on us shall be deemed to have been properly served by being sent by 1st class post to us at our premises at 5 Fulmar Crescent, The Inches, Larbert, Stirlingshire. FK5 4FW, or such other address as we may nominate from time to time, or by email to us at [email protected]. Notices to be served on you shall be deemed to have been properly served by being sent by 1st class post to you at the last address provided by you to us or by email to your last nominated email address. Proof of postage or proof of email transmission, as appropriate, shall be deemed to constitute proof of delivery. Letters shall be deemed to have been delivered two days after posting and emails one day after sending (not including weekends or any statutory or local holidays).
- Singular successors
The obligations binding under the Contract on the Client shall be binding on the executors, personal representatives and successors of the Client.
- Changes to the Terms and Conditions
We may, from time to time, make changes to these Terms and Conditions. Such changes shall take effect from the date of publication on the website or the date upon which they are given to you, as appropriate. Clients accessing online services should check our website regularly to ensure familiarity with the current version.
- Breach of these Terms and Conditions
We reserve the right to take any lawful action in respect of any breach of the Terms and Conditions, including restricting or terminating access to the Services and recovering any losses, by court action if necessary, which may arise as a result of that breach.
- Data Protection
You acknowledge for the purposes of the Data Protection Laws that you are the Data Controller and we are the Data Processor in relation to any Personal Data supplied by you to us. We shall process any Personal Data in accordance with your instructions as given from time to time and shall not process the Personal Data for any other purposes other than those expressly authorised by you. Each party warrants to the other that it will not process the Personal Data in such a way that is not compliant with the Data Protection Laws.
You shall indemnify us against all costs and expenses, claims, liabilities, proceedings, fines, loss or damage incurred by us as a result of any failure by you, or your employees or agents, to comply with any of the obligations set out under this clause.
These Terms and Conditions and the Contract generally are subject to Scottish law and the exclusive jurisdiction of the Scottish Courts.
- If there is a problem with the Services
If you have any questions or complaints about the Services, please contact us. Call us on 07740 348 521 or e-mail us at [email protected].
- Your rights.
We are under a legal duty to supply services that are in conformity with this Contract. Nothing in this Contract is intended to or shall have the effect of infringing upon your statutory rights which will be respected in full. It is always our intention to operate in an open, transparent and ethical manner. Nothing in these Terms and Conditions is intended to mislead you or to create a position which is unfair or prejudicial to you. If you have concerns regarding any of the Terms and Conditions, or you simply have any queries, please do not hesitate to contact us. We are always happy to hear from you.