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TERMS AND CONDITIONS
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Application and Entire Agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by ADCO Digital Ltd, a company registered in England and Wales under number ADCO Digital Ltd, whose registered office is at 3rd Floor, 86-90 Paul Street, Greater London, EC2A 4NE (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate or which are implied by trade, custom, practice, or course of dealing.
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Interpretation

1. A "business day" means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
3. Words imparting the singular number shall include the plural and vice-versa.
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Services

1. We warrant that we will use reasonable care and skill in our performance of the Services, which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services necessary to comply with applicable law or safety requirements and will notify you if this is necessary.
2. We will use reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
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Your Obligations

1. You must obtain any permissions, consents, licenses, or otherwise that we need and must provide us access to all relevant information, materials, properties, and any other matters necessary to provide the Services.
2. If you do not comply with clause 10, we can terminate the Services.
3. We are not liable for any delay or failure to provide the Services if caused by your failure to comply with these obligations.
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Fees and Deposit

1. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
2. In addition to the Fees, we can recover reasonable incidental expenses, the cost of services provided by third parties required by us for the performance of the Services, and the cost of any materials needed.
3. You must pay us for any additional services not specified in the quotation per our current rates.
4. The Fees include any applicable VAT and other taxes or levies imposed by authorities.
5. A non-refundable deposit (Deposit) is due at the time of accepting the quotation unless otherwise specified.
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Cancellation and Amendment

1. We can withdraw, cancel, or amend a quotation if it has not been accepted by you or if the Services have not started within the quoted timeframe.
2. Either party may cancel an order for any reason before acceptance.
3. If you wish to amend any details of the Services, notify us in writing as soon as possible, and additional costs will be included in the Fees.
4. If changes are required due to circumstances beyond our control, we will notify you and attempt to minimize any such changes.
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Payment

1. We will invoice you for the Fees either when we have completed the Services or on the invoice dates set out in the quotation.
2. Payment is due within 14 days of the invoice date unless otherwise agreed in writing.
3. If payment is late, we will charge interest at 4% per annum above the Bank of England’s base rate until payment is made.
4. All payments must be made without any deductions unless required by law.
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Sub-contracting and Assignment

1. We may assign, transfer, charge, subcontract, or deal with any of our rights or obligations under these Terms and Conditions at any time.
2. You may not assign, transfer, charge, subcontract, or deal with any of your rights or obligations without our prior written consent.
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Termination

We can terminate the provision of Services immediately if you:

1. Commit a material breach of your obligations.
2. Fail to make any payment on the due date.
3. Become subject to insolvency proceedings.
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Intellectual Property

We reserve all intellectual property rights in any goods supplied in connection with the provision of the Services.
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Liability and Indemnity

1. Our liability is limited to the total amount of Fees payable by you under the Contract.
2. We are not liable for indirect or consequential losses, loss of profits, business, data, or reputation unless caused by our negligence.
3. You must indemnify us against any damage caused by you or your employees to our equipment or that of third parties.
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Data Protection

1. We may gain access to personal data of your employees. You shall be the data controller, and we shall be the data processor as defined in GDPR.
2. We will process personal data only to provide the Services and will not retain it longer than necessary.
3. We will implement appropriate security measures to protect personal data.
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Circumstances Beyond a Party’s Control

Neither party is liable for failure or delay in performing obligations due to events beyond their control, such as industrial action, fire, flood, acts of terrorism, or war.
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Communications

1. All notices must be in writing and signed by the party giving notice via email

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