By using our service you agree to these terms.
- Lindores & Griffin Ltd incorporated and registered in England and Wales with company number 10988004, whose registered office is at 85 Great Portland Street, London, W1W 7LT, trading as Digital Speed (“Supplier” ‘’We’’ ‘’Us’’ ‘’Our’’); and
- You (“Client” ‘’Customer’’ ‘’User’’ ‘’Your’’).
The Client wishes to engage Digital Speed for the provision of its Services, and Digital Speed is willing to provide the Services to the Client as set out in our Quote or on our site, and in accordance with the terms of this agreement.
IT IS AGREED:
“Business Day” means 9:00am to 5:00pm Monday to Friday excluding public holidays in England and Wales.
“Confidential Information” means any information of a confidential nature as described in clause 9.
“Client’s Equipment” means any equipment, systems, or facilities provided by the Client and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.
‘’Client’s Inventory’’ means the aggregate collection of cars provided by the Client, to be listed on Facebook marketplace by Digital Speed.
“Deliverables” means all documents, products, and materials developed by Digital Speed or its agents, subcontractors, consultants, or employees, in relation to the Services provided in any form.
“Document” includes, in additional to, any document in writing, any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
“In-put material” means all Documents, information, and materials provided by the Client relating to the Services.
“Intellectual Property Rights” or ‘’IPR’’ means patents, utility models, rights to inventions, copyright, and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, common coding libraries, rights to use, and protective confidentiality of confidential information (including know-how and trade secrets), 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 future, in any part of the world.
“Pre-existing Materials” means all Documents, information and materials provided by Digital Speed or its agents, subcontractors, consultants, or employees relating to the Services which existed prior to the commencement of this agreement.
‘’Digital Speed’s Quote’’ means the quote provided by Digital Speed for use of Services.
“Services” means the Services to be provided by Digital Speed under this agreement, as set out in our Quote or on our site.
“Subsidiary” has the meaning given in clause 1.4.
“Digital Speed’s Equipment” means any equipment, including tools, systems, or facilities, provided by Digital Speed or its subcontractors, and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.
“Digital Speed’s Team” means all directors, managers, employees, consultants, agents, and subcontractors engaged in relation to the Services, and who are appointed under this agreement.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
- Clause, paragraph headings, and our Quote shall not affect the interpretation of this agreement.
- A Person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
- A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
- A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c) as a member of another company, even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.
- Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to any party shall include that party’s personal representatives, successors, and permitted assigns.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- A reference to writing or written includes fax and e-mail.
- Any obligation on a party not to do something, includes an obligation not to allow that thing to be done.
- References to clauses are to the clauses of this agreement, and references to quotes are to Quotes provided by Digital Speed.
- Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding or following those terms.
- COMMENCEMENT AND DURATION
- Digital Speed shall provide the Services to the Client on the terms and conditions of this agreement.
- Digital Speed shall provide the Services from the commencement of this agreement and shall continue to provide the Services throughout the term.
- This agreement shall continue to be supplied unless this agreement is terminated by one of the parties giving the other 1 month notice in writing, unless this agreement is terminated in accordance with clause 11.
- DIGITAL SPEED’S RESPONSIBILITES
- Digital Speed shall provide the Services, and deliver any Deliverables to the Client as set out in our Quote or on our site, and in accordance with this agreement, and shall allocate sufficient resources to the Services to enable it to comply with this obligation.
- Digital Speed shall meet any deadlines as to performance dates as specified on our site or provided in our Quote.
- Digital Speed shall:
- Co-operate with the Client in all matters relating to the Services.
- Provide all equipment, tools, or other items required to provide the Services.
- Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.
- Comply with all applicable laws and regulations relating to the provision of the Services.
- Ensure Digital Speed’s Team use reasonable skill and care in the performance of the Services.
- Digital Speed acknowledges and agrees that:
- The Client is entering into this agreement on the basis of the description of Services as detailed in our Quote or on our website.
- If it considers that the Client is not, or may not, be complying with any of the Clients obligations, it shall only be entitled to rely on this as relieving Digital Speed’s performance under this agreement:
- To the extent that it restricts or precludes performance of the Services by Digital Speed.
- If Digital Speed, promptly after the actual or potential non-compliance has come to its attention, has notified details to the Client in writing.
- CLIENTS OBLIGATIONS
The Client Shall:
- Co-operate with Digital Speed in all matters relating to the Services, and to appoint as it thinks fit, a Clients Manager in relation to the Services, who shall have the authority contractually to bind the Client on matters relating to the Services.
- Provide such information as Digital Speed may reasonably request and the Client considers reasonably necessary, in order to carry out the Services in a timely manner and ensure that it is accurate in all material respects.
The Client acknowledges that:
- For the Facebook integration service:
- The Client’s free trial commences once the Client has signed up to our website and entered payment details to Stripe.
- Once the Client has signed up to our site, the Client must accept a partnership request on Facebook. The time taken to accept this request is included as part of the Client’s free trial.
- There is no guarantee to the length of time, however Digital Speed aims to list the Client’s Inventory on Facebook marketplace within 24hrs - 48hrs, and the time taken to do so is included as part of the Client’s free trial.
- On the Client’s behalf, Digital Speed may set an automated response on Facebook as part of their Service.
- Digital Speed is not obligated to offer customer support but may do so at their absolute discretion.
- CHANGE CONTROL
- If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
- If either party has made requests to make a change to the scope or execution of the Services, Digital Speed shall, within a reasonable time, provide a written estimate to the Client of;
- The likely time required to implement the change.
- Any necessary variations to Digital Speed’s charges arising from the change; and
- Any other impact of the change on this agreement.
- Unless both parties consent to a proposed change, there shall be no change to this agreement.
- If both parties consent to a proposed change, the change shall be made, only after the agreement of the necessary variations to Digital Speed’s charges the Services and any other relevant terms of this agreement has been varied in accordance with clause 15.
- If Digital Speed requests a change to the scope or execution of the Services, in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature, scope of, or charges for the Services, the Client shall not unreasonably withhold or delay consent to it. Unless Digital Speed’s request was attributable to the Client’s non-compliance with the Client’s obligations, neither Digital Speed’s charges nor any other terms of this agreement shall vary as a result of such change.
- CHARGES AND PAYMENT
- In consideration of the provision of the Services by Digital Speed, the Client shall pay the charges as set out in our Quote or on our website, and in accordance with this clause 6. The charges shall be paid in Great British Pound, unless otherwise agreed in writing by Digital Speed.
- To subscribe to our website for Facebook integration, the Client shall pay a monthly subscription fee of £35 excluding VAT.
- The charges and payments by the Client exclude VAT, which Digital Speed shall add to its invoices at the appropriate rate.
- The Client shall pay each invoice which is properly due and submitted to it by Digital Speed, within 14 days of receipt, to a bank account nominated in writing by Digital Speed.
- For the Facebook integration service, the Client shall pay each subscription charge on the same date each month. If the Client misses a payment, the subscription service will cease, the Client’s feed will be revoked from the Facebook marketplace, and service will terminate.
- If a party fails to make any payment due to the other party under this agreement by the due date for payment, then without limiting the other party’s remedies under clause 17, the defaulting party shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate. 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 defaulting party shall pay the interest together with the overdue amount.
- If the Client wishes to request a refund, the refund shall be requested within 1 week of the payment leaving their account. It is at our absolute discretion to accept any requests made after 1 week, and it is possible you will not be refunded.
- In relation to payments disputed in good faith, interest under clause 6.4 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
- Invoices covering payment in respect of materials purchased by, or services provided to Digital Speed, or for reimbursement of expenses, shall be payable by the Client only if accompanied by relevant receipts and prior written approval was obtained from the Client.
- The parties agree that Digital Speed may review and increase the charges provided that such charges will not be increased more than once in any 12 month period. Digital Speed will give the Client not less than 1 month notice of any increase. If such increase is not acceptable to the Client, it may terminate this agreement by giving 1 month notice to Digital Speed.
- QUALITY OF SERVICES
- Digital Speed warrants to the Client that:
- Digital Speed will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.
- The Services will materially confirm with all descriptions provided to the Client by Digital Speed, including any relevant proposal or description found in the Quote or on our site.
- The Services will be provided in accordance with all applicable legislation from time to time in force, and Digital Speed will inform the Client as soon as it becomes aware of any changes in that legislation.
- The Client’s rights under this agreement are in addition to the statutory terms implied in favour of the Client by the Supply of Goods and Services Act 1982 and any other statute.
- The provision of this clause 7 shall survive any performance, acceptance, or payment pursuant to this agreement and shall extend to any substituted or remedial services provided by Digital Speed.
- INTELLECTUAL PROPERTY RIGHTS
- Digital Speed shall own all Intellectual Property Rights in existence as at the commencement of this agreement and which are created in the provision of the Services. Nothing in this agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Client.
- In relation to any claim (including threats) or dispute brought to the Client’s attention, the Client shall:
- Upon becoming aware, notify Digital Speed of such a claim (including threats) or dispute;
- Allow Digital Speed, to conduct all negotiations and proceedings to settle the IPR’s claim;
- Provide Digital Speed with reasonable assistance regarding the IPR’s claim;
- Not, without prior consultation with Digital Speed, make any admission in relation to the IPR’s claim, or attempt to settle it, provided that Digital Speed considers and defends any IPR, using competent counsel and in such a way as not to bring the reputation of the Client into disrepute.
- Both parties undertake that each shall, not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any In-put Material (in the case of Digital Speed), Pre-existing Material (in the case of the Client), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this agreement, expect as permitted by clause 9.2.
- Both parties may disclose Confidential Information:
- To its employees, agents, consultants, or subcontractors (and in the case of Digital Speed, Digital Speed’s Team) as need to know such information for the purpose of discharging its obligations under this agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9; and
- As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
- Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this agreement.
- All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other shall, at all times, be and remain, the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody, at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of, or used, other than in accordance with any written instruction or authorisation.
- LIMITATION OF LIABILITY
- Digital Speed’s total liability under or in connection with this agreement shall be limited to £100,000. This limit shall apply howsoever that liability arises, including, without limitation, a liability arising by breach of contract, arising by tort, (including, without limitation, the tort of negligence) or arising by breach of statutory duty.
- Nothing within this clause shall exclude or limit liability for:
- Death or personal injury caused by negligence; or
- Fraud or fraudulent misrepresentation.
- Digital Speed will not be liable to the Client, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:
- Loss of profit; or
- Loss of goodwill; or
- Loss of business; or
- Loss of business opportunity; or
- Loss of anticipated saving; or
- Loss of corruption of data or information; or
- Special, indirect, or consequential damage or loss suffered by the Client arising under, or in connection with this agreement.
- Digital Speed may terminate this agreement with immediate effect by giving written notice to the Client if:
- The Client fails to pay any amount due under this agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.
- The Client commits a material breach of any term of this agreement, where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.
- The Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
- 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 the Client’s business activities.
- An application is made to court, or an order is made for the appointment of an administrator, or if notice of intention to appoint an administrator is given, over the other party.
- The Client may cancel the agreement or subscription to our website at any time.
- CONSEQUENCES OF TERMINATION
- On termination of this agreement for any reason, Digital Speed shall immediately deliver to the Client:
- A refund of any sums paid in advance for the Services which have not been received by the Client as a result of the termination of the agreement.
- On termination of this agreement for any reason, the Client shall immediately pay to Digital Speed all sums due and owing to it in connection with this agreement.
- Both parties shall return, destroy, or otherwise deal with any Confidential Information as the disclosing party shall wish for it to be dealt with.
- On termination or expiry of this agreement, the following clauses shall continue in force: clause 8, clause 9, clause 11, and clause 22.
- Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at, or before, the date of termination or expiry.
- If any Services are not supplied in accordance with our Quote or as set out on our website, or Digital Speed fails to comply with any terms of this agreement, the Client shall be entitled (without prejudice to any other right or remedy) to exercise the following remedy:
- To require Digital Speed to carry out such additional work as is necessary to correct Digital Speed’s failure.
- FORCE MAJEURE
- A force majeure event is any circumstance not within a party’s reasonable control, including, without limitation: acts of god, flood, drought, earthquake, tsunami, or other natural disaster, epidemic, pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, imposition of sanctions, armed conflict, nuclear, chemical, or biological contamination, sonic boom, collapse of buildings, fire, explosion, or accident, or interruption or failure of utility services.
- Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this agreement by a force majeure event, the affected party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
- The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended to the same extent as those of the affected party
- The affected party shall:
- As soon as practicable after the start e Event, but no later than 7 business , notify the other party in writing of the event, the date on which it started, it’s , and the effect of the event on its ability to perform any obligations under this agreement.
- Use all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.
- No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.
- A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that, or any other right or remedy.
- RIGHTS AND REMEDIES
- The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part provision of this agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this agreement.
- If it comes to the attention of either party that any provision or part provision of this agreement 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.
- AGREEMENT IN FULL
- This agreement, including any Quotes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral.
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute any party the agent of another party.
- THIRD PARTY RIGHTS
- No one other than a party to this agreement shall have any right to enforce any of its terms.
- Any notice or other communication given to a party in connection with this agreement shall be in writing and shall be:
- Delivered by hand by pre-paid first-class post or other next working day delivery service at its registered office; or
- Sent by email to the nominated email address.
- GOVERNING LAW
- This agreement, and any dispute or claim arising out of, or in connection with, it or its subject matter or formation (including non-contractual disputes) shall be governed and construed in accordance with the law of England and Wales.
By using our service, you agree to these terms.