2.1 Dunelm Digital will supply Services requested by you in accordance with the terms of this Agreement. In the event of any conflict or ambiguity between these Terms and the provisions of any agreed brief, the provisions of the proposal will prevail.

2.2 Dunelm Digital warrants that Services will be performed in accordance with Good Industry Practice, with reasonable skill and care and it will exercise that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled, experienced person engaged in the same type of undertaking under similar circumstances.

3.1 Dunelm Digital will invoice you for Services supplied in accordance with this clause 3 and in accordance with Fees specified in Dunelm Digital’s proposal.

3.2 All Fees and other sums payable under the Agreement are including applicable taxes (excluding tax on our income), duties and withholdings, which are payable by You at the rate and in the manner prescribed by law.

3.3 You will pay all invoices within the time stated on the invoice(s). Dunelm Digital reserves the right to charge You interest on all overdue sums in accordance with The Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Once full payment is made the project will be completed and any further work will require an additional contract, brief and agreement by both the Customer and Dunelm Digital.

3.5 The client is obligated to pay the supplier the full remaining balance of the contract, regardless of any project pauses or cancellations.

4.1 IP Rights are any copyright, patent, registered design, trademark or other intellectual property right of whatever nature subsisting anywhere in the world.  IP Rights related to or arising in connection with this Agreement will be deemed to be wholly owned by You upon creation. You hereby grant and Dunelm Digital accepts a personal, non-exclusive, non-transferable, perpetual licence to use such IP Rights only for purposes of performing Services. Dunelm Digital agrees that Dunelm Digital will have no right to use Work or IP Rights outside the scope of this Agreement.

4.2 Dunelm Digital’s advice and Work is provided for the purposes set out in this Agreement and Dunelm Digital disclaims any responsibility for the use of Dunelm Digital’s advice or Work for a different purpose or in a different context.

4.3 Dunelm Digital may use work produced as part of this agreement as a case study unless otherwise agreed.

5.1 Each party shall be responsible for its compliance with the General Data Protection Regulation (GDPR) and Data Protection Act 2018 on the basis that You are the Data Controller and Dunelm Digital is the Data Processor.

6.1 Dunelm Digital shall not publish or make publicly available any Work and/or any other matter related to this Agreement until the project is completed and our contract has ended. Dunelm Digital’s publication of such Work shall be subject at all times to the obligations of confidentiality contained within this Agreement and any other agreement made.

7.1 Neither party will use or disclose any confidential information belonging to the other party including any trade secrets, business information, employee information, IP Rights and Work and all other information disclosed (“Confidential Information”) except as necessary for the performance of this Agreement and upon conditions of confidentiality. However this will not restrict the disclosure of any Confidential Information which is or becomes (through no fault of the disclosing party) public knowledge; or which is already in the receiving party’s possession prior to the date of this Agreement, or was independently developed by the receiving party without reference to the Confidential Information.

8.1 You undertake that You will:

• Make available and give free of charge, unhindered access to such of Your procedures, resources and facilities (subject to reasonable safety and security requirements) as required by Dunelm Digital to enable the supply of Services
• Ensure that Your employees and other independent contractors co-operate reasonably with Dunelm Digital and its employees in supplying Services
• Promptly furnish Dunelm Digital with all information as reasonably required for the supply of Services.

9.1 Dunelm Digital will make available (amongst others) the personnel named in the Proposal to perform the Services or such replacements of equivalent status as may be approved by You (such approval not to be unreasonably withheld or delayed) and will use all reasonable endeavours to ensure that they remain available to the extent necessary to perform their allotted tasks until the completion of the Services.

10.1 Dunelm Digital reserves the right to sub-contract all or any part of the supply of Services.  Without limiting Dunelm Digital’s rights to engage the services of its advisors, associates, or engage consultants or sub contractors, Dunelm Digital shall use its reasonable endeavours to notify You that it has or intends to sub-contract all or part of the Services.  If You object, on reasonable grounds, to such sub-contracting You shall notify Dunelm Digital for the grounds of such objections and the parties shall enter into good faith discussions to resolve the matter.

11.1 If either party identifies a requirement for a change to the Services, the identifying party will send a written notice (“Change Request”) to the other party detailing the change requirements. If sent by Dunelm Digital, the Change Request will state the effect such a change will have on the Services and fees. If sent by You, Dunelm Digital’s receipt of the Change Request will represent a request to Dunelm Digital to state in writing the effect the change will have on the Services and Fees.

11.2 Where a change to Fees is required the basis for calculating the additional cost of the change will be Dunelm Digital’s prevailing rates which are available upon written request.  The parties will then decide whether or not to implement the Change Request.  If the Change Request is implemented, the amended services and fees will be deemed Services and Fees and take effect for the remainder of this Agreement.

12.1 Neither party excludes or limits liability to the other party for death or personal injury or fraud or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.

12.2 Subject always to Clause 12.1, neither party will be liable to the other for: Loss of profits, business, revenue; data, goodwill or anticipated savings; and/or Indirect or consequential loss or damage. however and whenever arising.

12.3 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Work or the Services will be assumed by Dunelm Digital and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are excluded.

13.1 If work needs to be delayed from the agreed timeline You must give Dunelm Digital written notice. If supply of Services is delayed for up to three consecutive months (“Suspension Period”) you will be subject to payment of 25% of the average monthly Fees (estimated by Dunelm Digital) for each month or part month in the Suspension Period.  You may request reinstatement of the supply of Services upon written notice (unless a shorter period shall be agreed between the parties) at any time during the Suspension Period.  If You do not request reinstatement of Services during the Suspension Period this Agreement will be terminated immediately upon expiry of the Suspension Period.

14.1 Neither party will be under any liability to the other for damage, delay or any other matter arising from circumstances beyond a party’s reasonable control, provided always that both parties will use all reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by Force Majeure.

15.1 Either party may terminate this Agreement by giving 30 days written notice if:

• The other party commits any material breach of this Agreement and fails to remedy such breach within 30 days.
• The other party becomes bankrupt or compounds or makes any arrangement with or for the benefits of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution is threatened or levied upon any property of the other party or if the other party is unable to pay its debts as they fall due;

15.2 Dunelm Digital may immediately terminate this Agreement upon written notice if (in its discretion) Dunelm Digital determines, and can demonstrate, that a conflict of interests exists or may develop between Dunelm Digital and You.

15.3 Upon termination or expiry of the Agreement, however caused: the provisions of clauses 1, 3, 4, 6, 7, 8, 12, 9.3, 15 and 16 shall survive; You shall pay all fees and other charges payable prior to the date of termination or expiry.

16.1 This Agreement represents the whole agreement between the parties in respect of the matters referred to above .

16.2 No amendment to this Agreement will be binding unless made in writing and signed by an authorised representative of both parties.

16.3 You shall not assign, charge or otherwise transfer to a third party any of Your rights or obligations hereunder, or hold any such rights or obligations on trust for any other person, without the prior written consent of Dunelm Digital, such consent not to be unreasonably withheld or delayed.

16.4 No waiver of any breach of the other party’s obligations hereunder will represent a waiver of the rights for that or any subsequent breach.

16.5 Any notice to effect suspension or termination of the whole or any part of this Agreement:

(i)    Will be made in writing and either delivered personally or sent by first class recorded delivery to the party to whom the notice is addressed at its address as set out in the Proposal or such other address as either party may specify by notice in writing to the other;

(ii)   In the absence of evidence of earlier receipt, notice shall be deemed to have been duly given:

(a)if delivered personally, when left at the address referred to in 16.5 (i);

(b)if sent by recorded delivery, at the time recorded by the delivery agent.

16.6 For the avoidance of doubt electronic mail shall be deemed to be “writing” for the purpose of this Agreement but this shall not prejudice the express requirements for delivery of notices under clause 16.5.

16.7 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

16.8 This Agreement shall be binding on and shall continue for the benefit of any permitted successors and permitted assigns of each of the parties hereto.

16.9 All provisions of this Agreement shall so far as they are capable of being performed and observed continue in full force and effect until any expiry or earlier termination.

16.10 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to this Agreement.  The Contracts (Rights of Third Parties) Act 1999 is expressly excluded to the fullest extent permitted by law.

16.11 Dunelm Digital shall have at all times reasonable insurance cover, considering the nature and type of services being performed under this Agreement.

17.1 This Agreement will be governed by and construed in accordance with English law and each party to this Agreement submits to the non-exclusive jurisdiction of the English courts.