Service Agreement
Introduction
This document (together with any documents referred to in it) tells you the terms and conditions (the ‘Conditions’) upon which we will supply the Services to you as a Freelancer/Consultant. You may print a copy for future reference.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
‘Event Outside Our Control’ has the meaning given in clause 15.
‘Services’ means the services listed on the ‘Order’ that we agree to supply.
Before confirming your order please read through these Conditions and in particular our cancellations and returns policy at clause 11 and limitation of our liability and your indemnity at clause 13.
By ordering any of the Services, you agree to be legally bound by these Conditions. You will be unable to proceed with your transaction if you do not accept these terms and conditions.
About us
The Sequence Agency Ltd (‘we’/’us’/’our’), a limited company (trading asThe Sequence Agency Ltd), registered in England and Wales under company number: 09638368 having our registered office at Row Green, Bakers Lane, Black Notley, Braintree, Essex, CM77 8QS. Our VAT Number is GB 218328217.
Our telephone number is +441376 780005.
Our email address is hello@thesequence.co.uk
Eligibility to purchase from us:
To be eligible to purchase the Services and lawfully enter into and form a contract with us, you must be 18 years of age or over. We accept orders from Persons or Body Corporates globally.
Price
The prices of the Services are quoted on the order and are in Pound Sterling (GBP), unless otherwise agreed.
Prices and any other charges quoted on the order page are based on performance of the Services in the United Kingdom unless otherwise specified.
Unless otherwise stated, the prices quoted include VAT for UK based companies.
Payment
Payment can be made by any major prepay, credit or debit card through our website (thesequence.co.uk) or by using a PayPal account, Go Cardlesss or via Bank Transfer on a pre-pay basis.
However, we do not accept the following: American Express.
By placing an order, you consent to payment being charged to your prepay/debit/credit card account or PayPal account as provided on the order form, or via Bank Transfer on a pre-pay basis.
For some services you must pay 50% (percent) of the price of the Services in advance. If you pay us by credit or debit card, we will take payment from your card or PayPal/Bank Transfer account in advance for the payment. We will take payment for the balance when we have sent you an invoice for the Services we have performed the Services.
You must pay the amount of our invoice within 30 days of the date of invoice unless otherwise specified in the Project Order.
We shall contact you should any problems occur with the authorisation of your card or payment through your PayPal account.
Interest
Unless clause 2 applies, you must pay us interest on any amounts you owe us and fail to pay us on the due date at the rate of 8% a year above the base lending rate of Barclay’s Bank in London, UK from time to time, accruing daily from the due date until the date of payment, whether before or after judgment.
We will not charge you interest
for the period of dispute in respect of an invoice that you dispute in good faith, provided you have advised us within a reasonable time of receiving it that you dispute it and your basis for disputing it.
until after we have performed the services again if we have a duty to do so.
Order process and formation of a contract
All orders are subject to acceptance and availability. If we are unable to supply you with the Services in your order due to matters such as workload, unavailability key staff or an Event Outside our Control or because we have identified a mistake in the description of the Services or the price stated by us, we will notify you. We will not proceed with the order and will refund any sums you have paid us.
Any order placed by you for the Services constitutes an offer to purchase them from us.
You agree that if we contact you to acknowledge receipt of your order such communication shall not amount to our acceptance of your offer to purchase the Services.
A ‘Confirmation Notice’ means an email which we send to you to confirm that we shall be providing the requested Services. A Confirmation Notice will be our acceptance of the offer made in the order to which that Confirmation Notice relates.
A contract between you and us for the supply of the Services (the ‘Contract’) incorporating the version of these Conditions in force at the time of your order will come into existence when we send you the Confirmation Notice relating to your order. You may print and keep a copy of the Confirmation Notice for future reference.
If you think that there is a mistake in the Confirmation Notice or if you wish to make any changes, please contact us to discuss this. If you request a change, we will tell you if that is possible and about any changes to the price, delivery or performance dates or any other changes that we need to make as a result of your request. We will ask you if you wish to go ahead with the change.
We may make
changes to these Conditions as a result of changes in any relevant laws and regulatory requirements,
changes to these Conditions as a result of changes in how we accept payment from you,
changes in the amount payable by you to the extent of any changes in the VAT included in the price or payable in relation to the price.
If we make any changes in accordance with clause 7 we will give you written notice of the changes before we supply the Services. You can choose to cancel the contract if the change would be significantly to your disadvantage.
Any variation to these Conditions which have been incorporated into the Contract or to the Contract other than those mentioned in clause 7 shall only be binding when agreed in writing and signed by you and us.
Performance of Services
The Services will be performed at the address or by the means specified by us when we accept the order. The address or person nominated within the account is not a condition of the contract.
When we accept the order, we will confirm estimated start and completion dates for the performance of the Services. We will endeavour to perform the Services in accordance with these estimated dates and will perform the Services within a reasonable time from the date we accept the order.
In the event that an Event Outside Our Control prevents us from performing the Services within a reasonable time from the date we accept the order, clause 15 will apply.
If we need to provide the Services at the premises occupied by you, you will provide access to the premises on the date we have agreed for the Services to be carried out.
If you fail to provide access to the premises on the agreed date,
you must pay us any additional costs over and above the contract price incurred by us in providing the Services to you
in the event that despite our reasonable efforts we are unable to obtain access to the premises to provide the Services, we may end the contract with you without compensation from us to you. We will refund you any money you have paid less our reasonable costs incurred in attempting to perform the Contract.
Any IP created by ourselves remains within the company and not with the purchaser on the basis of the breach of contract by you and the loss of kudos by ourselves in our portfolio.
If we ask you to provide us with information in order for us to provide the Services, you must provide us with complete and accurate information by the date we request that you provide it by, otherwise:
you must pay us any reasonable sum we charge you to cover any extra work that is necessary as a result of you providing incomplete or inaccurate information.
you must pay us any additional costs incurred by us in providing the Services to you resulting from you not providing such information to us by the date we have requested.
we may suspend the Services by giving you written notice unless you agree to pay such extra costs.
in the event that despite our reasonable efforts we are unable to obtain the requested information from you and are therefore unable to supply the Services, we may end the contract with you. We will refund you any money you have paid less our reasonable costs incurred in attempting to perform the Contract.
We will not be liable for any delay or non-performance due to your failure to provide us with complete and accurate information by the time we have requested.
If we suspend the Services under this clause, you do not have to pay for the Services while they are suspended, but you will remain liable to pay any invoices we have already sent you for Services we have already performed.
If there is a problem with the Services
If the Services provided do not conform to the Contract due to them not being provided with reasonable care and skill:
you should provide us with details of the problem as soon as reasonably possible;
if we repeat performance of the Services to fix the problem, we will do so at our own cost and as soon as reasonably practicable.
As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials we use are faulty or not as described should you be in the UK. If you are not based in the UK, this contract operates under the laws of England and Wales and do not prevent you from seeking redress within this territory. Nothing in these Conditions will affect these legal rights.
Intellectual Property Provisions Price
Rights in the final deliverables
Final Works
Upon completion of the Services, and expressly conditioned upon full payment of all fees, expenses, and costs due, Agency assigns to Client all of Agency’s Copyrights in and to the Final Works, including Trademarks, and Agency shall deliver to Client all deliverables related to the Project Order. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Agency for Agency’s reasonable time and out-of-pocket expenses in connection therewith.
Trademarks
Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
Client Content
Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Agency a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Agency’s performance of the Services and promotional uses of the Deliverables as authorised in this Agreement.
Third Party Materials
Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Agency shall inform Client of all Third-Party Materials to be procured by Agency that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Agency shall obtain a license for Client to use the Third-Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.
Rights reserved to agency
Preliminary Works/Working Files
Agency retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Agency all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
Original Artwork
Agency retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Agency within 30 days of completion of the Services.
Agency Tools
Agency Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Agency. Agency hereby grants to Client a nonexclusive, non-transferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Agency Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Agency Tools comprising software or technology.
Cancelling your Contract
Cancelling before Confirmation Notice
You may cancel your order for the Services by notifying us of your decision to cancel at any time prior to us sending you a Confirmation Notice.
You may notify us of your decision to cancel by contacting us by telephone on telephone number +441376 780005 or by sending us by email to hello@thesequence.co.uk or by post to Row Green, Bakers Lane, Black Notley, Braintree, Essex, CM77 8QS, UK
a fully completed cancellation form found on our Website, or
a statement that you wish to cancel quoting your name, address, the name or a description of the Services and your order reference number.
Cancellation after Confirmation Notice
The ‘Cancellation Period’ means the period of 14 days starting with and including the day after we send you a Confirmation Notice.
If you wish us to begin to supply the Services during the Cancellation Period, you must request us to do this and you must acknowledge that you will lose the right to cancel once the Services have been fully performed.
Unless the Services have been fully performed under the Contract in accordance with your request and acknowledgement referred to in clause 2.2 and subject to clause 11.4, you may cancel the Contract within the Cancellation Period by notifying us of your decision to cancel.
You will lose your right to cancel the Contract once the Services have been fully performed in accordance with your request and acknowledgement.
You may notify us of your decision to cancel by contacting us by telephone on telephone number +441376 780005 or by sending us by email to hello@thesequence.co.uk or by post to Row Green, Bakers Lane, Black Notley, Braintree, Essex, CM77 8QS
a statement that you wish to cancel with your name, address, the name or a description of the Services and your order reference number.
If you cancel the Contract after we have begun work in accordance with your request, you must pay us for the work done you before we received notice of your cancellation.
Refunds on cancellation
So long as you are entitled to cancel and have complied with your obligations under clause 2, we will refund you the balance of the price you paid to us after deducting:
the value of the Services we supplied before we received your cancellation notice together with VAT payable in respect of that value.
The Contract is for the supply of services only with the main purpose being the supply of services, we will refund you the sum in clause 3.1 within 14 days of our receipt of your cancellation notice.
We will refund you the sum in clause 3.1 using the same method of payment used by you, unless you agree to a refund by a different method of payment.
Exception to the right to cancel
You will not have a right to cancel in the following situations:
The Contract is for services which are bespoke and are personalised.
The Contract is for services the price of which is dependent on fluctuations in the financial market which cannot be controlled by us.
Complaints
If you have a comment, concern or complaint about any Services you have purchased from us, please contact us by telephone on telephone number +441376 780005, by email at hello@thesequence.co.uk or by post at Row Green, Bakers Lane, Black Notley, Braintree, Essex, CM77 8QS, UK.
Liability and indemnity
We have a duty to supply Services to you that conform to the Contract including a duty to ensure that
the Services are carried out with reasonable care and skill
We cannot exclude our liability for a failure to comply with these duties mentioned in this sub-clause. Nothing in these Conditions affects your legal rights if these duties are not complied with. You can obtain advice about your legal rights from Citizens Advice if you need to.
We cannot exclude or limit our responsibility to you for:
Death or personal injury resulting from our negligence or the negligence of our employees
Fraud or fraudulent misrepresentation
A claim for a defective product against us if we do not give you the name of the person who supplied the product to us within a reasonable time of your request for us to do so.
We are responsible for foreseeable loss or damage which you suffer as a result of a breach by us of the Contract or as a result of our failure to act with reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. We are not responsible for unforeseeable losses.
You are purchasing the Services as a consumer. If you purchase the Services for any business purpose including for re-sale, we will not be liable for any business losses, loss of profits, loss of contracts, loss of business opportunities, loss of management time, loss of business data or losses due to interruption of your business.
We will not be responsible for any delay in performing the Services if
we have asked you to provide specified information that is necessary for performing the Services and
you have failed to provide complete and accurate information or you have provided such information later than the date we have asked you to supply it by.
Our rights of termination
We reserve the right to terminate the Contract by writing to you if you fail to make any payment to us when due and you still do not make payment within 14 days of us reminding you that payment is due.
Events outside our control
Except for our obligations under this clause, we shall not be responsible for delays or failures in delivery or performance of our obligations to you resulting from any act, event, omission, failure or accident outside our reasonable control (‘Event Outside Our Control’).
We will take all reasonable steps to minimise a delay in performing our obligations to you which arises from an Event Outside our Control.
We will promptly notify you of any Event Outside Our Control which prevents us from or delays us in performing our obligations to you, giving details of it and (where possible) the extent and likely duration of any delay.
Our performance will be deemed to be suspended for the period that the Event Outside Our Control continues.
You may end the Contract after we have notified you of an Event Outside Our Control and we will then refund you any money you have paid to us under the Contract for the Services which we have been unable to deliver to you.
Use of personal data
You authorise us to process and transmit your name, address and other personal information supplied by you (including updated information) to
obtain information from third parties about you, including, but not limited to, credit reports and so that we may authenticate your identity
supply the Services to you
carry out checks to ensure you have adequate funds and fulfil security and fraud prevention requirements
transmit the payment and delivery information provided by you during the order process (included any updated information) for the purpose of obtaining authorisation from your card issuer or PayPal
validate your name, address and other personal information supplied by you during the order process against appropriate third party databases including the card issuer, registered credit reference agencies and fraud prevention agencies.
inform you of similar Services we provide, but you may contact us at any time to request that we stop informing you of these.
Third party rights
Except for our affiliates, directors, employees or representatives, a person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
Alternative Dispute Resolution
In the event of a dispute concerning these Conditions or the Contract, including their interpretation and their application to the circumstances giving rise to the dispute, you or we may refer the dispute to Alternative Dispute Resolution ‘ADR’. The Certified ADR provider is The Production Guild and their website address is http://www.productionguild.com/.
You or we may refer a dispute referred to in clause 1 to the Online Dispute Resolution platform, the link for which is http://ec.europa.eu/consumers/odr/.
Other important terms
We reserve the right to change the domain address of this Website and any services, products, product prices, product specifications and availability at any time.
Every effort is made to keep information regarding stock availability on the Website up to date. However, we do not guarantee that this is the case, or that stock will always be available.
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected.
All Contracts are concluded in English only.
If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under it or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with your obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
Governing law and jurisdiction
These Conditions and the Contract are governed by the laws of England and Wales and you can bring legal proceedings in respect of the Services in the courts of England and Wales. If you live in Scotland you can bring legal proceedings in respect of the Services in England and Wales. If you live in Northern Ireland you can bring legal proceedings in respect of the Services in either the courts England and Wales. If you live in another country in the EU, you can bring legal proceedings in respect of the Services in the courts of England and Wales.
Terms History