These Terms and Conditions of Service and Supply apply to all services and products provided by Pepperhed Limited t/a Rubiqa , and supersede all understandings or prior agreements, whether written or verbal, and all representations or other communications.
All work is carried out by us on the understanding that the customer has agreed to these Terms and Conditions.
Copyright is retained by Pepperhed Limited t/a Rubiqa on all design work including words, pictures, ideas, visuals and illustrations. Artwork licences are granted for use solely by the customer on an exclusive basis and are only valid once all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by us as fulfilling the contract. The customer is not granted any license to use alternative designs presented to them, unless agreed in writing that this arrangement has been changed. The customer has no claim whatsoever on editable artwork files or any individual elements of the composition unless you are specifically notified otherwise by us in writing. Pepperhed Limited t/a Rubiqa are unable to provide or transfer font or stock imagery licences to the customer.
The company reserves the right to promote designs developed by us as part of their portfolio and their promotional activities.
The company reserves the right to alter these terms and conditions without notice, and whilst every effort is made to be accurate and up-to-date, errors and omissions are excluded.
2. Definitions
In these conditions:
- ‘Pepperhed Limited t/a Rubiqa’, ‘the company’, ‘we’, ‘us’, or ‘ours’ refers to Pepperhed Limited t/a Rubiqa , including any other person or company acting as an authorised representative or lawful agent of Pepperhed Limited t/a Rubiqa .
- ‘Customer’, ‘you’, ‘yours’ or ‘client’ refers to the person, business or company from whom orders for work are received and with whom Pepperhed Limited t/a Rubiqa enters into a lawfully binding contract.
- ‘these Conditions’ means the standard terms and conditions of service and supply set out in this document and includes any special terms and conditions agreed in writing between us and you.
- ‘the Services’ means the services to be provided to you as set out in our estimate.
- ‘the Goods’ means the goods (including any installment of the goods or any parts for them) which we are to supply in accordance with these Conditions.
- ‘month’ means a calendar month.
- ‘writing’ includes any communications effected by, electronic e-mail, facsimile transmission, or any comparable means.
3. Basis of Sale and Service
These terms and conditions can only be altered or qualified as agreed in writing by the company and you and must be signed by an authorised representative of the company setting out in full all the relevant alterations and qualifications.
Any typographical, clerical or other error or omission in any sales literature, estimate, quotation, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on the company.
4. Estimates, Prices and Orders
We will:
- provide you with an estimate of the price to be charged if you request one before an order is placed;
- provide such estimates based on our current production costs;
- ensure that an estimate is valid for 28 days, although we may amend any estimate if it is necessary to do so.
- It is your sole responsibility to request an estimate before placing an order. If, however, a price has not been expressly agreed at or before an order is placed, we shall charge you in accordance with our support work pricing structure and you shall not subsequently dispute the price charged.
Estimates that we supply are not offers to enter into legally binding contracts, but are merely indications of the price that we charge to undertake a particular type of work.
We reserve the right to make additional charges in respect of all costs, charges and expenses incurred by the company beyond normal allowances including but not limited to those caused by or arising out of:
- copy supplied not being clear and legible;
- author’s corrections or other work not specified in the estimate;
- overtime working by the company’s staff or subcontractors;
- additional use of couriers, special deliveries and similar facilities.
All estimates given and orders accepted are exclusive of Value Added Tax (VAT) which you will be additionally liable to pay to us.
If you cancel an order after we have commenced work on it, you shall be charged the full order value or such lower amount as we may (at our sole discretion) determine.
5. Payment Terms
Credit is given to the customer at the sole discretion of Pepperhed Limited t/a Rubiqa. Credit accounts are reviewed on an ongoing basis and Pepperhed Limited t/a Rubiqa reserves the right to remove credit without reason. New customers are required to make a 50% payment when the order is placed and pay the account balance within 7 days of the the order being delivered or collected or services completed. All customers may be required to make a full or part payment for certain services when the order is placed at the discretion of Pepperhed Limited t/a Rubiqa. Payment for postage costs for addressed mailings will be requested prior to the release of the mailing into the postal system.
Credit account customers are required to pay all invoices within 30 working days from invoice date;
pay interest on amounts that are unpaid by their due date at a rate of 5% above Lloyds Bank plc base rate, subject to a minimum interest rate of 15% per annum calculated on a daily basis from the date of the invoice.
You will reimburse us for any legal or debt collection costs taken against you (including taking advice from a solicitor or barrister, charges made by a debt recovery agency, or time spent and costs incurred by our employees and/or directors in preparing and pursuing legal action) to recover monies owed by you.
6. Property Ownership and Risk
You shall be deemed to have accepted the goods and services on delivery but we shall retain ownership of all materials and goods produced until all goods and services provided to you have been paid in full.
Any materials made available to the company by you or on your behalf shall, whilst it is in our possession or in transit, be at your risk and we will not be liable for any damage to such materials however caused, and you will be responsible for such materials to be appropriately insured.
We will be entitled to destroy any such materials supplied to us by you or on your behalf on the earlier of 12 months from being in our possession or one month after written notice has been given by us to you.
Any software, platforms, accounts, or digital tools used by the agency in the delivery of services including but not limited to design software, advertising platforms, automation tools, form builders, landing page software, and analytics tools remain the sole property and infrastructure of the agency at all times. Clients are charged for the delivery of services facilitated by these tools and not for ownership of, or access to, the tools themselves.
7. Proofs and Artwork
You are responsible for:
- clearly, concisely, specifically, and adequately conveying your requirements to us;
- ensuring that any originated artwork is suitable and adequate for your needs and purposes;
- thoroughly, properly and completely checking any requested proof for errors or omissions;
- clearly making any necessary amendments on a proof;
- giving us your complete and absolute approval of a proof in verbal or written form, and giving us authority to proceed to print your work.
Any work undertaken will be proofed and provided to yourselves to proof in the understanding that the final proof is signed off by yourselves as perfect and therefore any errors or omissions thereafter are not the company’s responsibility.
After a final proof is approved by you in verbal or written form, we may charge extra if you make alterations or changes to the original concept design or content, and these changes necessitate additional work from us or you change the style, type or layout if you had previously left it to our judgement and discretion.
By supplying text, images and other data to us for inclusion in your artwork, you declare that you hold the appropriate intellectual property licenses and/or permissions. The customer is solely responsible for the legal and ethical compliance of the document.
8. Claims and Queries
All claims and queries in regard to goods supplied (including shortages, errors etc) must be made by you in writing or a form specifically approved by us, and must be submitted to us within three working days of delivery date or collection.
You must make all claims and queries regarding an invoice within ten working days of the invoice date, and queries regarding non-delivery of goods must be made by you within five working days of the invoice date.
All claims and queries will not be considered unless they are made within these time limits.
9. Cancellation and Refund
If you choose to cancel an order at any stage or for any reason, you will be liable for the full cost of all work completed – to be determined by us at our sole discretion unless you are specifically notified otherwise by us in writing.
A live project is deemed to be dormant if we have received no written or verbal instructions from you after receipt of artwork, proofs and/or any request for customer intervention after 15 working days when reasonable attempts have been made by us to complete the work and/or contact the customer. We reserve the right to charge the full order value for dormant projects or such lower amount as we may (at our sole discretion) determine.
10. Limited Liability
We have no control over the operation of any third parties whether it is in respect of their operating procedures, terms and conditions or faults failures or loss of systems.
We therefore accept no liability for any losses arising from any such matters, whatever the cause.
You will indemnify us against any loss or expenses sustained by us by reason of breach of this contract and any actions, proceedings, claims or demands in any way connected with the contract brought on or threatened against us by a third party, which are caused by or arise from any action we carried out pursuant to your instructions.
All conditions, terms, representations and warranties relating to the service supplied under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for the purpose are hereby excluded to the extent applicable under UK law
Our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement shall, except in respect of personal injury, shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
You agree to fully indemnify and hold us free from harm in any and all claims that result if you have not obtained all the required Intellectual Property licenses, and/or any other necessary permissions on any material used in any artwork. In no circumstance shall we be liable for any loss of profits, business or anticipated savings, whether directly or indirectly caused, or any other direct or indirect consequential loss, arising from the provision of services by us to you.
You shall indemnify us against any loss or expenses sustained by us by reason of any breach of this contract and any actions, proceedings, claims or demands in any way connected with this contract brought on by or threatened against us by a third party, which are caused by or arise from any action we carried out pursuant to your instructions.
Any claim against us by you will be limited to the relevant fees you paid in relation to this contract.
- The client warrants that everything it provides Pepperhed Limited t/a Rubiqa to employ in any Facebook Ads campaign is legally owned or licensed to the client. The client agrees that Pepperhed Limited t/a Rubiqa, and its officers, employees and contractors shall, to the maximum extent permitted by law, not be liable to the client or its clients, officers and employees or contractors or any other entity for any claims whatsoever:In relation to the provision or non-provision of the Services or arising from any act or omission by Pepperhed Limited t/a Rubiqa relating to the Services;
- Arising from any act or omission of any third party, including the unavailability or performance of any social media platform, relevant internet interface or database or the listing or ranking of any of the client’s websites;
- In relation to the use by the Client (or its officers, employees, agents or contractors) of any Documents;
- In the event that any transaction contemplated by the client does not proceed; or
- In relation to acts or omissions of the client or any third party,
- And the client shall and hereby does indemnify and hold Pepperhed Limited t/a Rubiqa and its officers, employees and contractors harmless from all such claims. In this agreement “Claim” means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including without limitation for legal costs or special, indirect, punitive or consequential damages, loss of profit or business opportunity or payment of liquidated sums).
- Any information given by the client that is not accurate, up to date or complete or is otherwise misleading,
- Any breach of these terms, or
- Any damage to the reputation of the client suffered as a consequence of the client’s breach of the Terms
11. Amendments
Where stated, estimated hours stated allow time to alter text, punctuation, swap pictures etc on a ‘like for like’ basis to a draft design.
We reserve the right to make additional charges for any amends that lead to substantial changes to a draft design, or for any situation where we consider the artworking time for amendments has exceeded the allocated time in the quotation. These additional charges will be made at the discretion of Pepperhed Limited t/a Rubiqa. Additional hours will be invoiced at our standard hourly rate. You will be advised of these charges prior to the commencement of this work.
12. Estimates
All estimates are provided subject to sight of copy.
13. Force Majeure
We shall be under no liability if we are unable to carry out any provision of a contract for any reason beyond our control, including but not limited to acts of God, legislation, war, fire, flood, drought, failure of power supply, mechanical breakdown, lock out, strike or other action taken by employees in contemplation or furtherance of a dispute, or an inability to procure materials required for the performance of the contract. We shall endeavour to give immediate notice to you of this and will take all reasonable steps to resume performance of its obligations.
14. Governing Law
The laws of England and Wales shall govern these terms and conditions and both parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.
15. Company Registration
Pepperhed Limited t/a Rubiqa is a trading name of Pepperhed Limited. The company is registered in England and Wales; Company No. 8008750. Registered address: Sadler Bridge Studios, Bold Lane, Derby, Derbyshire, DE1 3NT.
16. Confirmation
Your agreement for us to begin work on any service whether quoted or unquoted support work consitututes acceptance of these terms and conditions.
Information correct as of September 2021