Bobbyflash Limited Terms and Conditions
These terms and conditions (“Conditions”) constitute a legally binding agreement between the Client (as defined below) and Bobbyflash Limited (No. 10153923) whose registered office is at 114 High Street, Cranﬁeld, Bedfordshire, United Kingdom, MK43 0DG (“Bobbyflash”) regarding any provision by Bobbyflash of any services to the Client.
1.1 In these Conditions:
‘Client’ means the person to whom Bobbyflash has agreed to provide the Service in accordance with these Conditions;
‘Contract’ means the contract for the provision of the Service, which shall arise when the Client accepts Bobbyflash’s estimate or quotation or, alternatively, when Bobbyflash in writing accepts an order from the Client;
‘Document’ includes, in addition to a document (including email and faxes) in writing, any design or other device embodying visual images and any disc, tape or other device embodying any data;
‘Bobbyflash Material’ means any Documents or other materials, and any data or other information provided by Bobbyflash relating to the Service including, without limitation, any designs and printed goods produced as part of the Service;
‘Specification’ means the Document to which these Conditions are appended or any other Document issued by Bobbyflash or approved by it in writing and which specifies the Services;
‘Service’ means the service or services to be provided by Bobbyflash to the Client.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Supply of the Service
2.1 Bobbyflash shall provide the Service to the Client subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such estimate or quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client. Any changes or additions to the Service or these Conditions must be agreed in writing by Bobbyflash and the Client.
2.2 The Client shall at its own expense supply Bobbyflash with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable Bobbyflash to provide the Service in accordance with the Contract. The Client shall be responsible to Bobbyflash for ensuring the accuracy of the terms of any order (including any Client Material) submitted by the Client, and for giving Bobbyflash any necessary information relating to the Services within a sufficient time to enable Bobbyflash to perform the Contract in accordance with its terms.
2.3 The Client shall at its own expense retain duplicate copies of all Client Material. Bobbyflash shall have no liability for any loss of or damage to any Client Material, however caused.
2.4 Bobbyflash shall not commence the Services until the Client has given written acceptance of the Proposal and supplied all necessary assets to complete the project.
2.5 The Clients written acceptance of any Proposal, by post or electronic mail, constitutes full agreement to these Conditions.
3.1 The price of the Service shall be Bobbyflash’s proposed price.
3.2 Proposals shall be valid for a period of 30 days from the date issued by Bobbyflash, excluding any third party costs. On expiry of 30 days from the date of the Proposal, it may be necessary for Bobbfyash to prepare a revised Proposal.
3.3 All charges will be invoiced in sterling unless agreed otherwise in any Proposal.
2.4 All Clients shall be invoiced 50% on instruction, prior to work commencing on the Proposal and 50% monthly in arrears, or at end of any project, whichever occurs first.
3.5 Bobbyflash reserves the right to increase the price of the Service to reflect any increase in the cost to Bobbyflash which is due to any factor beyond the control of Bobbyflash (such as, without limitation, any significant increase in the costs of labour or materials), any change in delivery dates, quantities or specifications for the Service which is requested by the Client, any additional work required on supplied images or logos to get them to a suitable print standard, any amendments to supplied content already placed into any artwork or any delay caused by any instructions of the Client or failure of the Client to give Bobbyflash adequate information or instructions.
3.6 Supplied stock photography will be subject to additional charges unless otherwise agreed in writing between the Client and Bobbyflash
3.7 All charges quoted to the Client for the provision of the Service are inclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate.
3.8 Except as otherwise stated under the terms of any estimate or quotation, and unless otherwise agreed in writing between the Client and Bobbyflash, all prices are given by Bobbyflash on an ex works basis, and the Client shall be liable to pay Bobbyflash’s charges for transport, packaging and insurance.
3.9 Bobbyflash shall be entitled to invoice the Client in respect of any third party print costs immediately following the date of a Contract and, in respect of all other aspects of the Service, on or following delivery of the Service, or, if provision of a Service is due to take longer than a month, at the end of each month, or at other times specified in writing by Bobbyflash.
3.10 The price for the Service or other charges and any additional sums payable shall be paid by the Client (without any set off or other deduction) in full no later than 30 Days after the date of Bobbyflash’s invoice. The time of payment of the price shall be of the essence of the Contract.
3.11 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Bobbyflash, Bobbyflash shall be entitled to:
(a) Cancel the Contract or suspend any further provision of any Service to the Client; and
(b) charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of eight per cent per annum above the Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(c) charge the Client for any costs incurred in recovering all amounts unpaid
4.1 Any dates estimated for delivery of Bobbyflash Materials are approximate only and Bobbyflash shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence of the Contract. Deliveries may be made by Bobbyflash in advance of any estimated delivery date.
4.2 No artwork will be processed for production or supplied to the Client or any third parties until prior written sign off from the Client has been received by Bobbyflash.
4.3 Risk of damage to or loss of Bobbyflash Materials shall pass to the Client at the time of delivery or, if the Client fails to take delivery of Bobbyflash Materials, the time when Bobbyflash has tendered delivery of Bobbyflash Materials.
4.4 Notwithstanding delivery and the passing of risk in Bobbyflash Materials, or any other provision of these Conditions, the property in Bobbyflash Materials shall not pass to the Client until Bobbyflash has received in cash or cleared funds payment in full of the price of Bobbyflash Materials and all other items agreed to be sold by Bobbyflash to the Client for which payment is then due.
4.5 Until such time as the property in the Bobbyflash Materials passes to the Client, the Client shall hold the Bobbyflash Materials as Bobbyflash’s fiduciary agent and bailee, and shall keep the Bobbyflash Materials separate from those of the Client and third parties and properly stored, protected and insured and identified as Bobbyflash’s property, but the Client shall be entitled to resell or use the Bobbyflash Materials in the ordinary course of its business.
4.6 Until such time as the property in the Bobbyflash Materials passes to the Client (and provided the Bobbyflash Materials are still in existence and have not been resold), Bobbyflash shall be entitled at any time to require the Client to deliver up the Bobbyflash Materials to Bobbyflash and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Bobbyflash Materials are stored and repossess the Bobbyflash Materials.
5 Intellectual property rights
5.1 The property and any copyright, design rights or other intellectual property rights in any Bobbyflash Material shall, unless otherwise agreed in writing between the Client and Bobbyflash, belong to Bobbyflash, subject only to the right of the Client (which shall be a non-transferable license) to use the Bobbyflash Material, as contemplated by the Specification, in the ordinary course of its business. The Client shall have no such rights in respect of Bobbyflash Materials unless and until the Client has paid all sums due to Bobbyflash under the Contract and any other contract.
5.2 The Client shall not resell the Bobbyflash Materials or any items incorporating any of the Bobbyflash Materials unless such resale is expressly contemplated by the Contract or otherwise agreed in writing by Bobbyflash. Nor shall the Client use any of the Bobbyflash Materials in any manner, in quantities or on or part of any item not expressly contemplated by the Contract, unless otherwise agreed in writing by Bobbyflash.
6 Warranties and Liability
6.1 Bobbyflash warrants to the Client that the Bobbyflash Materials will correspond with their Specification at the time of delivery.
6.2 The above warranties are given by Bobbyflash subject to the following conditions:
(a) Bobbyflash shall be under no liability in respect of any defect in the Service and/or Bobbyflash Materials for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Client; and
(b) Bobbyflash shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price for the Service and/or Bobbyflash Materials has not been paid by the due date for payment.
6.3 Except in respect of death or personal injury caused by Bobbyflash’s negligence, or as expressly provided in these Conditions, Bobbyflash shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Bobbyflash, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service and/or Bobbyflash Materials or their use by the Client, and the entire liability of Bobbyflash under or in connection with the Contract shall not exceed the amount of Bobbyflash’s charges for the provision of the Service, except as expressly provided in these Conditions.
6.4 Bobbyflash shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Bobbyflash’s obligations in relation to the Service and/or Bobbyflash Materials, if the delay or failure was due to any cause beyond Bobbyflash’s reasonable control.
6.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where the Service and/or Bobbyflash Materials are supplied under a consumer transaction, the statutory rights of the Client are not affected by these Conditions.
6.6 Any claim by the Client which is based on any defect in the quality or condition of Bobbyflash Materials shall (whether or not delivery is refused by the Client) be notified to Bobbyflash within 7 days from the date of delivery. If delivery is not refused, and the Client does not notify Bobbyflash accordingly, the Client shall not be entitled to reject the Bobbyflash Materials and Bobbyflash shall have no liability for such defect or failure, and the Client shall be bound to pay the price as if the Bobbyflash Materials had been delivered in accordance with the Contract.
6.7 The Client shall not be entitled to reject, make any other claim or withhold payment in respect of any Bobbyflash Materials if the Client has previously approved proofs or other artwork provided by Bobbyflash and such Bobbyflash Materials conform with such proofs or artwork, notwithstanding that they are defective in any way if such defect was evident in such proofs or artwork.
6.8 Where any valid claim in respect of any of the Bobbyflash Materials which is based on any defect in the quality or condition of the Bobbyflash Materials or their failure to meet specification is notified to Bobbyflash in accordance with these Conditions, Bobbyflash shall be entitled to replace the Bobbyflash Materials (or the part in question) free of charge or, at Bobbyflash’s sole discretion, refund to the Client the price of the Bobbyflash Materials (or a proportionate part of the price), but Bobbyflash shall have no further liability to the Client.
7.1 The Client shall be entitled to terminate the Contract at any time by giving not less than one month’s written notice to Bobbyflash, in which case the Client shall indemnify Bobbyflash in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Bobbyflash as a result of termination.
7.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
7.3 In addition, Bobbyflash shall be entitled to terminate the Contract immediately at any time by written notice to the Client if the Client fails to pay any sums due to Bobbyflash within 30 days of the sums becoming due.
7.4 If Bobbyflash becomes entitled to terminate this Contract for any reason, any sums then due to it will immediately become payable in full.
8.1 Neither party shall without the prior written consent of the other party (during and after termination of this Contract) use (other than in the performance of this Contract) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
8.2 Bobbyflash shall be entitled to disclose the Client’s Confidential Information to those of its employees, contractors, and suppliers who require such information in order that Bobbyflash can carry out its obligations under this Agreement provided that Bobbyflash shall impose obligations in terms equivalent to those in sub-clause 8.1 on its own personnel.
8.3 The Client acknowledges that nothing in this Contract shall affect Bobbyflash’s right to use as it sees fit any general marketing or advertising intelligence gained by Bobbyflash in the course of its appointment which does not identify and is not specific to the Client.
9 Data protection
9.1 In the event Bobbyflash is required to process personal data (as defined by the Data Protection Act 1998 (“DPA”)) of the Client, its employees, customers or other persons (“Personal Data”) as part of its obligations under this Contract, the parties agree that for the purposes of the DPA, the Client shall be the Data Controller and Bobbyflash shall be the Data Processor.
9.2 Bobbyflash 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 Client’s lawful instructions in respect of Personal Data
9.3 The Client agrees it shall obtain all necessary consents from its employees, clients and any other third parties before allowing any processing of Personal Data by Bobbyflash as part of the Services.
10 Relationship of the Parties
10.1 Nothing in this Contract shall be:
10.2 deemed to constitute a partnership, joint venture, representative or agency relationship between the parties hereto; or
10.3 construed or have effect as constituting any relationship of employer and employee between the parties.
10.4 Neither party shall have the authority to bind or pledge the credit of, or oblige, the other in any way without obtaining the other’s prior written consent.
11 Force Majeure
11.1 Bobbyflash shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under this Agreement caused by the actions or omissions of the Client, its employees, agents, contractors or other third parties providing goods or services to or acquiring them from the Client or by any circumstance beyond Bobbyflash’s reasonable control, which shall include without limitation war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of Bobbyflash) or shortage of materials at the market rates existing when the relevant Proposal is made, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days Bobbyflash shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Contract.
12 Website usage
(a) The content of the pages of this website is for your general information and use only. It is subject to change without notice.
(c) Neither Bobbyflash nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and Bobbyflash expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.
(d) Your use of any information or materials on this website is entirely at your own risk, for which Bobbyflash shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
(e) This website contains material which is owned by or licensed to Bobbyflash. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the Intellectual property rights, which form part of these Conditions.
(f) Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
(g) This website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that Bobbyflash endorses the website(s). Bobbyflash accepts no responsibility for the content of any linked website(s).
Bobbyflash use’s cookies, which are small files containing information that a website transfers to a computers hard drive, with your permission, that helps analyse web traffic, and allows web applications to respond to you personally by gathering information about your preferences.
We use these cookies to track visits to our website only and don’t store any personal details.
Bobbyflash is committed to protecting our users online privacy and have suitable physical and electronic safeguards in place.
We collect information on how users interact with us online, as well as the information we directly ask you for, and use it to improve site content, notify users of updates and disseminate information we think may be of interest.
We do not share this information with other organisations.
Under the Data Protection Act 1998, users can request a copy of contact information that we hold about them by writing to us at our postal address, and can request amendments to any contact information by sending an email to firstname.lastname@example.org
15.1 These Conditions (together with the terms, if any, set out in the Specification or another Document which has been agreed by both parties) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
15.2 Bobbyflash’s directors, employees or agents are not authorised to make any representations concerning the Service or the Bobbyflash Materials unless confirmed by Bobbyflash in writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed.
15.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or by sending it as an attachment by electronic mail to the intended recipient’s email address.
15.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
15.6 English law shall apply to these Conditions and the Contract generally, and the parties agree to submit to the non exclusive jurisdiction of the English courts.