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Terms & Conditions

TERMS AND CONDITIONS FOR CUSTOMER AND SUPPLIER

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Bribery Laws: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Client: the person or firm who purchases Services from Culture Three60.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 12.11.

Contract: the contract between Culture Three60 and the Client for the supply of Services in accordance with these Conditions.

Culture Three60 Materials: has the meaning set out in clause 4.1.6.

Deliverables: the deliverables set out in the Order produced by Culture Three60 for the Client.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client’s Services order form as set out in the Client’s acceptance of Culture Three60’s Specification and these Conditions, such acceptance to be in Culture Three60’s standard form.

Services: the services, including the Deliverables, supplied by Culture Three60 to the Client as set out in the Specification.

Specification: the description or specification of the Services provided in writing by Culture Three60 to the Client, the date of which shall be noted in the Order.

Supplier: Lucy Clementson-Mills trading as Culture Three60

1.2 Construction. In these Conditions, the following rules apply:

1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4 In the event of a conflict between the Specification and these Conditions, the Specification will prevail;

1.2.5 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.6 a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

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

2.2 The Order shall only be deemed to be accepted when Culture Three60 issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). Culture Three60 may accept or reject an order at its discretion.

2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Culture Three60 which is not set out in the Contract.

2.4 Any samples, drawings, earlier versions of the Specification, emails, descriptive matter or advertising issued by Culture Three60, and any descriptions or illustrations contained in Culture Three60’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to and form part of the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. They supersede any previously issued terms and conditions of supply.

2.6 Any quotation given by Culture Three60 shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.7 No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract.

3. SUPPLY OF SERVICES

3.1 Subject to compliance by the Client with this Agreement Culture Three60 shall use reasonable endeavours to supply the Services to the Client in accordance with the Specification in all material respects.

3.2 Culture Three60 shall use reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Culture Three60 shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Culture Three60 shall notify the Client in any such event.

3.4 Culture Three60 warrants to the Client that the Services will be provided using reasonable care and skill.

4. CUSTOMER’S OBLIGATIONS

4.1 The Client shall:

4.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

4.1.2 co-operate with Culture Three60 in all matters relating to the Services;

4.1.3 provide Culture Three60, its employees, agents, consultants and subcontractors, with access to the Client’s premises, staff, office accommodation and other facilities as reasonably required by Culture Three60;

4.1.4 provide Culture Three60 with such information and materials as Culture Three60 may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5 the obtain and maintain all necessary licences, permissions and consents ( including in relation to the use by Culture Three60 of materials and information supplied to Culture Three60) which may be required before the date on which the Services are to start; and

4.1.6 keep and maintain all materials, equipment, documents and other property of Culture Three60 (Culture Three60 Materials) at the Client’s premises in safe custody at its own risk, maintain Culture Three60 Materials in good condition until returned to Culture Three60, and not dispose of or use Culture Three60 Materials other than in accordance with Culture Three60’s written instructions or authorisation.

4.2 If Culture Three60’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

4.2.1 Culture Three60 shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Culture Three60’s performance of any of its obligations;

4.2.2 Culture Three60 shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Culture Three60’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

4.2.3 the Client shall reimburse Culture Three60 on written demand for any costs or losses sustained or incurred by Culture Three60 arising directly or indirectly from the Client Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be as set out in the Specification.

5.2 Culture Three60 shall be entitled to charge an overtime rate as set out in the Specification for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in the Specification.

5.3 Culture Three60 shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Culture Three60 engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Culture Three60 for the performance of the Services, and for the cost of any materials.

5.4 Culture Three60 reserves the right to increase its rates, provided that such charges cannot be increased more than once in any 12 month period. Culture Three60 will give the Client written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Client, it shall notify Culture Three60 in writing within 2 weeks of the date of Culture Three60’s notice and Culture Three60 shall have the right without limiting its other rights or remedies to terminate the Contract by giving written notice to the Client.

5.5 Culture Three60 shall invoice the Client monthly in arrears].

5.6 The Client shall pay each invoice submitted by Culture Three60:

5.6.1 within 14 days of the date of the invoice; and

5.6.2 in full and in cleared funds to a bank account nominated in writing by Culture Three60, and

time for payment shall be of the essence of the Contract.

5.7 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Culture Three60 to the Client, the Client shall, on receipt of a valid VAT invoice from Culture Three60, pay to Culture Three60 such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 If the Client fails to make any payment due to Culture Three60 under the Contract by the due date for payment , then the Client shall on request by Culture Three60 pay interest on the overdue amount at the rate of 4% per cent per annum above Halifax Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.9 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Culture Three60 may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Culture Three60 to the Client.

5.10 Notwithstanding clause 5.2, Culture Three60 may increase its charges for the Services with immediate effect by written notice to the Client where there is an increase in the direct cost to Culture Three60 of supplying the relevant Services which is due to any factor beyond the control of Culture Three60.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Culture Three60.

6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on Culture Three60 obtaining a written licence from the relevant licensor on such terms as will entitle Culture Three60 to license such rights to the Client.

6.3 All Culture Three60 Materials are the exclusive property of Culture Three60.

7. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract and shall not apply to:

7.1 any information which was in the public domain at the date of the Contract;

7.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; or

7.3 any information which is independently developed by Culture Three60 without using information supplied by the Client;

8. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in these Conditions shall limit or exclude Culture Three60’s liability for:

8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

8.1.2 fraud or fraudulent misrepresentation;

8.2 Subject to clause 8.1:

8.2.1 Culture Three60 shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for consequential, indirect or special losses.

8.2.2 Culture Three60 shall not be liable for any of the following (whether direct or indirect):

8.2.2.1 loss of profit;

8.2.2.2 loss of data;

8.2.2.3 loss of use;

8.2.2.4 loss of production;

8.2.2.5 loss of contract;

8.2.2.6 loss of opportunity;

8.3 Culture Three60’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount actually paid by the Client to Culture Three60 in respect of the Services. .All warranties and conditions (including the conditions implied by the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the full extent permitted by law.

8.4 Except as set out in this clause Culture Three60 gives no warranties and makes no representations in relation to the Services;

8.5 The Client shall indemnify, and keep indemnified, Culture Three60 from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Culture Three60 as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Contract.

8.6 The Client shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions. On request, the Client shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Client shall on request assign to Culture Three60 the benefit of such insurance.]

8.7 This clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, Culture Three60 may terminate the Contract by giving the Client 1 month’s written notice.

9.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

9.2.2 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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) 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;

9.2.3 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;

9.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) 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;

9.2.5 the other party (being an individual) is the subject of a bankruptcy petition or order;

9.2.6 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;

9.2.7 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 (being a company);

9.2.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

9.2.9 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;

9.2.10 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 clause 9.2.2 to clause 9.2.9 (inclusive);

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

9.2.12 the other party’s financial position deteriorates to such an extent that in Culture Three60’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

9.2.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

9.3 Without limiting its other rights or remedies, Culture Three60 may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.

9.4 Without limiting its other rights or remedies, Culture Three60 may suspend provision of the Services under the Contract or any other contract between the Client and Culture Three60 if the Client becomes subject to any of the events listed in clause 9.2.2 to clause 9.2.13, or Culture Three60 reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.

10. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

10.1.1 the Client shall immediately pay to Culture Three60 all of Culture Three60’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Culture Three60 shall submit an invoice, which shall be payable by the Client immediately on receipt;

10.1.2 the Client shall return all of Culture Three60 Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Culture Three60 may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

10.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

10.1.4 clauses which expressly or by implication survive termination shall continue in full force and effect.

11. FORCE MAJEURE

11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Culture Three60 including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Culture Three60 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.

11.2 Culture Three60 shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.3 If the Force Majeure Event prevents Culture Three60 from providing any of the Services for more than 4 weeks, Culture Three60 shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.

12. GENERAL

12.1 Assignment and other dealings.

12.1.1 Culture Three60 may at any time assign, transfer, mortgage, charge, 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.

12.1.2 The Client shall not, without the prior written consent of Culture Three60, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

12.2 Notices.

12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

12.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

12.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12.3 Personal Information

Culture Three60 will use any personal information provided by the Client to:

12.3.1 carry out its obligations under the Contract and to provide the Client with the information, products and services which the Client requests from Culture Three60;

12.3.2 provide the Client with information about other goods or services which Culture Three60 offers that are similar to the Services or services which the Client has enquired about;

12.3.3 notify the Client about change to the Culture Three60’s Services; and

12.3.4 provide the Client, or to permit selected third parties to provide the Client with information about goods and/or services which Culture Three60 feels may interest the Client.

12.4 Disclosure of Personal Information

12.4.1 Culture Three60 may share the Client’s personal information with selected third parties including business partners, suppliers and sub-contractors for the performance of the Contract for the purpose of, including but not limited to, making appointments and/or submitting application forms and/or carrying out obligations under the Contract.

12.4.2 Where Culture Three60 is required to share personal data in accordance with clause 12.4.1 to an entity outside of the European Economic Area (“EEA”), the Client expressly consents to the sharing of such information.

12.4.3 Where personal information is shared with an entity outside the EEA in accordance with clause 12.4.2, Culture Three60 will use reasonable endeavours to ensure the entity will provide an adequate level of protection in relation to such personal data.

12.4.4 The Client warrants and undertakes that it has obtained all necessary consents, licences and registrations to enable it to enter into Clauses 12.3 and 12.4 and grant the rights granted to Culture Three60 under them, and has and shall continue to comply with all relevant data protection laws, rules and guidance.

12.5 Anti-bribery

12.5.1 For the purposes of this clause 12.5 the expressions ’adequate procedures’ and ’associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

12.5.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

12.5.2.1 all of that party’s personnel;

12.5.2.2 all others associated with that party; and

12.5.2.3 all of that party’s subcontractors;

involved in performing the Contract so comply.

12.5.3 Without limitation to clause 12.12.5.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

12.5.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 12.5.

12.6 Severance.

12.6.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

12.6.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7 Waiver.

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.8 No partnership or agency.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.9 Third parties.

A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.10 Compliance with Law

The Client shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

12.11 Variation.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Culture Three60.

12.12 Governing law.

This 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.

12.13 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation.