Terms and Conditions of Sale
1. Application and entire agreement
1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation
(Services) by Broadhurst Digital Limited, a company registered in England and Wales under
number 125034471 whose registered office is at 18 St Nicholas Place, Milford Street, Derby
DE1 3GD (we or us or the Service Provider) to the company buying the services (you or
Customer).
1.2 You are deemed to have accepted the Terms and Conditions when you accept our quotation or
from the date of any performance of the Services (whichever happens earlier) and these Terms
and Conditions and our quotation (the Contract) are the entire agreement between us.
1.3 You acknowledge that you have not relied on any statement, promise, or representation made
or given by or on our behalf. These Conditions apply to the Contract to apply to the exclusion
of any terms that you try to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2. Interpretation
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday in England and
Wales.
2.2 The headings in these Terms and Conditions are for convenience only and do not affect their
interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3. Services
3.1 We warrant that we will use reasonable care and skill in the performance of the Services which
will comply with the quotation, including any specification in all material respects. We can
make any changes to the Services which are necessary to comply with any applicable law or
safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavours to complete the performance of the Services within the
time agreed or as set out in the quotation; however, time shall not be of the essence in the
performance of our obligations.
3.3 All of these Terms and Conditions apply to the supply of any goods as well as Services unless to
specify otherwise.
4. Your obligations
4.1 You must obtain any permissions, consents, licences or otherwise that we need and must give
us access in a timely manner to any and all relevant materials, properties and other materials
which we need to provide the Services.
4.2 If you do not comply with clause 4.1, we can terminate the Services.
4.3 We are not liable for any delay or failure to provide the Services if this is caused by your failure
to comply with the provision of this section (Your obligations).
5. Fees and Deposit
5.1 The fees (Fees) for the Services are set out in the quotation and are on a time and material
basis.
5.2 In addition to the Fees, we can recover from you a) reasonable incidental expenses including,
but not limited to, travel expenses, hotel costs, subsistence and any associated expenses, b)
the cost of services provided by third parties and required for us for the performance of the
Services, and c) the costs of any materials required for the provision of the Services.
5.3 You must pay us for any additional services provided by us that are not specified in the
quotation in accordance with the current, applicable daily rate in effect at the time of
performance or such other rate as may be agreed between us. The provision of clause (above)
also applies to these additional services.
5.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or
charged by the competent authority.
5.5 You must pay a deposit (“Deposit”) as detailed in the quotation within 3 days or acceptance.
5.6 If you do not pay the Deposit to us in accordance with the clause above, we can either withhold
provision of the Services until the Deposit is received or can terminate under the clause below
(Termination).
5.7 The Deposit is non-refundable unless we fail to provide the Services and are at fault for such
failure (where failure is not our fault, no refund will be made).
6. Cancellation and amendment
6.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the
Services have not started, within a period of 28 days from the date of the quotation, (unless
the quotation has been withdrawn).
6.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of
the quotation.
6.3 If you wish to amend any detail of the Services you must tell us in writing as soon as possible.
We will use reasonable endeavours to make any required changes and additional costs will be
included in the Fees and invoiced to you.
6.4 If for any reason you wish to cancel an order after the quotation has been accepted, you must
notify us in writing. Cancellation fees may apply as follows:
6.5 If, due to circumstances beyond our control, including those set out in the clause below
(Circumstances beyond a party’s control), we have to make any change in the Services or
how they are provided, we will notify you immediately. We will use reasonable endeavours to
keep any such changes to a minimum.
7. Payment
7.1 We will invoice you for payment of Fees either:
7.2 You must pay the Fees due within 30 days of our invoice or otherwise in accordance with any
credit terms agreed between us.
7.3 Time for payment shall by the essence of the Contract.
7.4 Without limiting any other right or remedy we have for statutory interest, if you do not pay
within the period set out above, we will charge you the rate of 8% per annum above the base
lending rate of the Bank of England from time to time on the amount outstanding until
payment is received in full.
7.5 Invoices that remain unpaid after 30 days will be subject to late payment charges based on the
advice given on the gov.uk website.
7.6 All payments due under these Terms and Conditions must be made in full without deducting
or withholding except as required by law and neither or us can assert any credit, set-off or
counterclaim against the other in order to justify withholding payment of any such amount in
whole or part.
7.7 If you do not pay within the period set out above, we can suspend any further provision of the
Services and cancel any further services which have been ordered by, or otherwise arranged
with, you.
7.8 Receipts for payment will be issued by us only at your request.
7.9 All payments must be made in British Pounds unless otherwise agreed in writing between us,
8. Subcontracting and Assignment
8.1 We can at any time assign, transfer, change, subcontract or deal in any other manner will all or
any of our rights under these Terms and Conditions and can subcontract or delegate in any
manner any or all of our obligations to any third party.
8.2 You must not, without our prior consent, assign, transfer, change or subcontract or deal in any
other manner with all or any of your rights or obligations under these Terms and Conditions.
9. Termination
9.1 We can terminate the provision of the Services immediately if you:
10. Intellectual property
10.1 We reserve all copyright and any other intellectual property rights which may subsist in any
goods supplied in connection with the provision of the Services. We reserve the right to take
any appropriate action to restrain or prevent the infringement of such intellectual property
rights.
11. Liability and indemnity
11.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or
misrepresentation or otherwise, shall be limited as set out in this section.
11.2 The total amount of our liability is limited to the total amount of Fees payable by you under the contract.
11.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with
our provision of the Services or the performance of any of our other obligations under these
Terms and Conditions or the quotation for:
11.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising
from any loss or damage to any equipment (including that belonging to third parties) caused
by you or your agents or employees.
11.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal
injury caused by our negligence, or for any fraudulent misrepresentation, or for any other
matters for which it would be unlawful to exclude or limit liability.
12. Data Protection
12.1 When supplying the Services to the Customer, the Service Provider may gain access to and/or
acquire the ability to transfer, store or process personal data of employees of the Customer.
12.2 The parties agree that where such processing of personal data takes place the Customer shall
be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the
General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
12.3 For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, and ‘Data Subject’
shall have the same meaning as in the GDPR.
12.4 The Service Provider shall not disclose Personal Data to any third party other than employees,
directors, agents, subcontractors, or advisors on a strict ‘need-to-know’ basis and only under
the same (or more extensive) conditions as set out in these terms and conditions or to the
extent required by applicable legislation and/or regulations.
12.5 The Service Provider shall implement and maintain technical and organisational security
measures as are required to protect Personal Data Processed by the Service Provider on
behalf of the Customer.
12.6 Further information about the Service Providers’ approach to data protection are specified in
its Data Protection Policy, which can be found www.broadhurst.digital . For any enquires or
complaints regarding data privacy, you can email: ruth@broadhurst.digital.
12.7 The Service Provider shall process Personal Data in compliance with the obligations placed on
the Data Processor under the GDPR.
12.8 Both parties shall implement appropriate technical and organisational measures to ensure an
appropriate level of security for the Personal Data, including protection against unauthorised
or unlawful processing and accidental loss, destruction, or damage.
12.9 The Service Provider shall assist the Customer in ensuring compliance with its obligations
pursuant to Articles 32 to 36 of the GDPR, considering the nature of the processing and the
information available to the Service Provider.
12.10 The Service Provider shall notify the Customer without undue delay upon becoming aware of a Personal Data breach.
12.11 Upon termination of the Services, the Service Provider shall, at the choice of the Customer,
delete or return all Personal Data processed, and delete existing copies unless required by law
to retain the Personal Data.
13. Circumstances beyond a party’s control
13.1 Neither of us is liable for any failure or delay in performing our obligations where such failure
or delay results from any cause that is beyond the reasonable control of that party. Such
causes include, but are not limited to; industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism acts of war, governmental action or any other event that is
beyond the control of the party in question. If the delay continues for a period of 90 days,
either of us may terminate or cancel the Services to be carried out under these Terms and
Conditions.
14. Communications
14.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised offer of that party).
14.2 Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during
the normal business hours of the recipient;
b. when sent, if transmitted by email and a successful return receipt is generated; or
c. on the fifth business day following mailing, if mailed by national ordinary mail.
14.3 All notices under these Terms and Conditions must be addressed to the most recent address
or email address notified to the other party.
15. No waiver
15.1 No act, delay or omission by a party exercising any right or remedy will be deemed a waiver of
that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
16. Severance
16.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise
unenforceable, that/those provisions will be deemed severed from the remainder of these
Terms and Conditions (which will remain valid and enforceable).
17. Law and Jurisdiction
17.1 This Agreement shall be governed by and interpreted according to the law of England and
Wales and all disputes arising under the Agreement (including non-contractual disputes or
claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
18. Dispute Resolution
18.1 If a dispute arises out of or in connection with these Terms and Conditions or the performance, validity or enforceability of it (“Dispute”), then the parties shall follow the procedure set out in this clause: