Privacy Policy

INTERPRETATION

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

• 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 Customer for the supply of the Services in accordance with clause 5.

• 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 12.7.

• Contract: the contract between Twenty Two Marketing and the Customer for the supply of Services in accordance with these Conditions.

• Customer: the person or firm who purchases Services from Twenty Two Marketing.

• Deliverables: the deliverables set out in the Proposal.

• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in getup, 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 Customer’s order for Services as set out in the Customer’s written acceptance of Twenty Two Marketing’s quotation.

• Proposal: the description or specification of the Services provided in writing by Twenty Two Marketing to the Customer.

• Services: the services, including the Deliverables, supplied by Twenty Two Digital to the Customer as set out in the Proposal.

• Twenty Two Marketing: Twenty Two Marketing Limited registered in England and Wales with company number 09335989.

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

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

• (b) a reference to a party includes its personal representatives, successors, or permitted assigns;

• (c) 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;

• (d) 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

• (e) a reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

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

2.2 The Order shall only be deemed to be accepted when Twenty Two Marketing issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

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

2.4 Any samples, drawings, descriptive matter, or advertising issued by Twenty Two Marketing, and any descriptions or illustrations contained in Twenty Two Marketing’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 the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

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

3. SUPPLY OF SERVICES

3.1 Twenty Two Marketing shall supply the Services to the Customer in accordance with the Proposal in all material respects.

3.2 Twenty Two Marketing shall use all reasonable endeavors to meet any performance dates specified in the Proposal but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Twenty Two Marketing shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Twenty Two Marketing shall notify the Customer in any such event.

3.4 Twenty Two Marketing warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:

• (a) ensure that the terms of the Order and any information it provides in the Proposal are complete and accurate;

• (b) co-operate with Twenty Two Marketing in all matters relating to the Services;

• (c) provide Twenty Two Marketing with such information and materials as Twenty Two Marketing may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and

• (d) obtain and maintain all necessary licenses, permissions, and consents which may be required before the date on which the Services are to start.

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

• (a) Twenty Two Marketing shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Twenty Two Marketing’s performance of any of its obligations;

• (b) Twenty Two Marketing shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Twenty Two Digital’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

• (c) the Customer shall reimburse Twenty Two Marketing on written demand for any costs or losses sustained or incurred by Twenty Two Marketing arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be as set out in the Proposal and:

• (a) the Charges shall be calculated in accordance with Twenty Two Marketing’s standard daily fee; and

• (b) Twenty Two Marketing shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Twenty Two Marketing engages in connection with the Services, including, but not limited to, traveling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Twenty Two Marketing for the performance of the Services, and for the cost of any materials.

5.2 Twenty Two Marketing shall invoice the Customer on commencement of the Services.

5.3 The Customer shall pay each invoice submitted by Twenty Two Marketing:

• (a) as to 50 per cent, on commencement of the Services;

• (b) as to the remaining 50 per cent, before completion of the Services; and

• (c) in full and in cleared funds to a bank account nominated in writing by Twenty Two Marketing, and time for payment shall be of the essence of the Contract.

5.4 All amounts payable by the Customer 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 Twenty Two Marketing to the Customer, the Customer shall, on receipt of a valid VAT invoice from Twenty Two Marketing, pay to Twenty Two Marketing 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.

5.5 If the Customer fails to make any payment due to Twenty Two Marketing under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per cent per annum above Bank of England’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 Customer shall pay the interest together with the overdue amount.

5.6 The Customer 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). Twenty Two Marketing may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Twenty Two Marketing to the Customer.

5.7 The Customer agrees to pay all amounts due to any third party instructed by Twenty Two Marketing to assist with matters that are ancillary to the Services including, but not limited to, website hosting, printing, and the operation of e-commerce websites.

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 Twenty Two Marketing.

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

7. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, Proposals, 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.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Conditions shall limit or exclude Twenty Two Marketing’s liability for:

• (a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;

• (b) fraud or fraudulent misrepresentation; or

• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2 Subject to clause 8.1:

• (a) Twenty Two Marketing shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, which, for the avoidance of doubt, includes Twenty Two Marketing’s instruction of third parties to assist with matters that are ancillary to the Services, including, but not limited to, website hosting, printing, and the operation of e-commerce websites; and

• (b) Twenty Two Marketing’s total liability to the Customer 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 value of the Contract.

8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.4 This clause 8 shall survive termination of the Contract.

TERMINATION
9.1 Without limiting its other rights or remedies, Twenty Two Marketing may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five Business Days of that party being notified in writing to do so;

(b) the Customer 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;

(c) the Customer 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;

(d) 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 Customer (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 Customer;

(e) the Customer (being an individual) is the subject of a bankruptcy petition or order;

(f) a creditor or encumbrancer of the Customer 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 10 Business Days;

(g) 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 Customer (being a company);

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

(i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the other party;

(j) any event occurs or proceeding is taken with respect to the Customer 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(b) to clause 9.2(i) (inclusive);

(k) the Customer suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business;

(l) the Customer’s financial position deteriorates to such an extent that in Twenty Two Marketing’s opinion the Customer’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy; or

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

9.2 Without limiting its other rights or remedies, Twenty Two Marketing may suspend provision of the Services under the Contract or any other contract between the Customer and Twenty Two Marketing if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(m), or Twenty Two Marketing reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

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

9.4 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to Twenty Two Marketing all of Twenty Two Marketing’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Twenty Two Marketing shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return all of Twenty Two Marketing Materials. If the Customer fails to do so, then Twenty Two Marketing may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) 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; and

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.

GENERAL
11.1 Assignment and other dealings.

(a) Twenty Two Marketing may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not 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 without the prior written consent of Twenty Two Marketing.

11.2 Notices.

(a) 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, recorded delivery, commercial courier, fax, or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or recorded delivery, 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.

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

11.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

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

11.5 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.

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

11.7 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 Twenty Two Marketing.

11.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, English law, and the parties submit to the exclusive jurisdiction of the English courts.