TERMS & CONDITIONS
Illuminate Retail Terms & Conditions
These Terms & Conditions shall apply to all consultancy services provided by Illuminate Retail (“Company”). These services will be bounded by the entering into a Work Agreement which the Client (“Customer”) will agree to prior to the undertaking of any activity by the Company. The Work Agreement will be a legally binding document.
1: Work Agreement
1.1: The Customer shall provide the Company with all the information which may reasonably be required in order to prepare the Proposal and/or the Work Agreement and accepts that the Company is not liable for any errors, inaccuracies or omissions in or from the Proposal and/or Work Agreement which result from the Customer’s failure to provide or delay in providing the necessary information.
1.2: The Customer shall be entitled to reject a Proposal and/or Work Agreement or request amendments to a Proposal and/or Work Agreement up until the date on which it accepts such Proposal and/or Work Agreement.
1.3: No variation of these terms and conditions or the Work Agreement shall be effective unless it is made in writing and signed by both parties.
1.4: The Company shall not commence the Services until the Customer has given its written acceptance of the Proposal and where a Work Agreement is to be used, has signed the Work Agreement and paid any deposit and/or fees that may be due.
1.5: Nothing in the Working Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Working Agreement or create any agency between the parties.
1.6: Each party confirms that the Work Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Work Agreement. In the event of a conflict between the Specification the Proposal or Work Agreement and these terms and conditions the Specification or Work Agreement shall prevail.
2: Charges, Payment Terms & Dispute Resolutions
2.1: All charges shall be paid by the date/s stipulated in the Work Agreement.
2.2: All deposits are non-refundable.
2.3: The Customer may terminate the Agreement by giving written notice to the Company, such notice to expire on the day which is 30 days after the date of the Agreement.
2.3.1: Any notice given pursuant to clause 2.3 shall only be effective if, upon expiry of the notice, the Customer has made payment of all fees due to the Company on or before the expiry of the notice (including and deposit payable).
2.3.2: Upon termination of the Agreement pursuant to clause 2.3 no refund of any Fees paid to the Company shall be due to the Customer.
2.4: All charges shall be paid in full without any set off now and notwithstanding any claim or counter claim by the Customer against the Company whether arising under contract (Work Agreement) or otherwise.
2.5: Work Agreements shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with the Work Agreement (including any non-contractual disputes or claims) shall be referred to a duly nominated senior representative of each Party.
In the event of a dispute or claim arising out of or in connection with the Work Agreement (including any non-contractual disputes or claims), a duly nominated senior representative of each Party shall meet and endeavour to resolve the dispute or claim within fourteen (14) days.
If the dispute cannot be settled in accordance with the above clause, the Parties will refer it to arbitration in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment.
2.6: Interest at 5% over the Bank of England base rate calculated on a daily basis shall be payable on any overdue accounts.
3: Claims & Liability
3.1: The Company shall have no liability to the Customer to the extent that any loss or damage has been caused by breech of any of the Customers warranties and or undertakings.
3.2: The Company shall indemnify the Customer against all claims, costs and expenses incurred as a direct result of any negligent action or breech of these terms and conducted by the Company, up to a maximum value of £1,000.
3.3: The Company shall in no circumstances be liable for any indirect consequential or economic loss or damage of any kind whatsoever (including but not limited to loss of profits, business, revenue or contracts) in relation to any or all of the services provided by the Company for the Customer. This includes the Customer being unable to benefit by the increased performance outlined in the consultancy services delivered.
4.1: Each party may terminate the agreement with immediate effect with no liability to make any further payments to the other party (other than in respect of the amounts accrued before the Termination Date) if at any time the other party;
- Commits any serious breech (including failure to pay an invoice due to the Company) or non-observance of any of the provisions of this agreement.
- Is declared bankrupt or makes any arrangement with or for the benefit of creditors or has a county court administration order made against them under the County Court Act of 1984.
- If the Customer (or any individual employed by or otherwise related to or acting on behalf of the Customer) behaves in a manner which the Company deems (in its absolute discretion) to be threatening, abusive or otherwise inappropriate; or if the Company determines (in its absolute discretion) that its relationship with the Customer has broken down to the extent that it is no longer tenable for the Company to continue providing the Services.
5: Intellectual Property (IPR)
5.1: IPR shall mean patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in good will or to sue for passing off, rights in design, rights in computer software, database 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 (or rights to apply) for, and renewals of extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
5.2: All IPR in any guidance, specifications, instructions, data, drawings, databased, patents, designs or other material;
- Furnished or made available to the Company by the Customer shall remain the property of the Customer.
- Prepared by the Company for use or intended use in relation to the performance of the agreement by the Company under the agreement shall belong to the Customer.
5.3: None of the rights or licences granted by the Company to the Customer are sub licensable by the Customer.
6: Force Majeure
6.1: Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to
perform, any of its obligations under this Agreement if such delay or failure result from any events,
circumstances or causes whatsoever beyond its reasonable control (a "Force Majeure Event"),
including but not limited to acts of God, strikes, lockouts, fire, war, terrorism, terrorist acts, sanctions,
accidents, casualties, acts of government or health pandemics.
7: UK Data Protection Legislation & Confidentiality
7.1: Any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
7.2: If at any point personal data will be shared and or processed by either party pursuant to this agreement, then the parties will put in place a suitable agreement in compliance with the Data Protection Legislation which sets out the roles and responsibilities of each party with respect to personal data.
7.3: During the term of the Work Agreement and for five (5) years thereafter, each party will treat as confidential all information that it obtains concerning, but not limited to, the business, finances, technology and affairs of the other, ('Confidential Information').
7.4: Each of the parties will use at least the same degree of care (and not less than a reasonable degree of care) it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party.
7.5: Each party will promptly notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party's Confidential information.
7.6: Each party will comply with its obligations pursuant to the Data Protection Act 1998 (“DPA”).
7.7: The Company agrees that it shall;
- Only process Personal Data to the extent, and in such a manner, as is necessary for the purposes of the Services and only act in accordance with the Customer’s lawful instructions in respect of Personal Data; and
- Comply with the DPA, GDPR and all relevant industry codes of practice and guidelines in relation to the confidentiality and processing of the Data (“DPA Rules”).
7.8: The Customer agrees it shall obtain all necessary consents from site visitors and its employees, clients and any other third parties before allowing any processing of Personal Data by the Company.
Updated June 2020