Terms and Conditions of CubeWraps, a trading name of Cube Digital (Scotland) Ltd, having their Registered Office at Unit 1-2, Block 2, Glasgow Road Trading Estate, Blantyre, G72 0NA
CubeWraps (the “Company”) provides Vehicle Branding to business clients. The Company are highly experienced with skill, and knowledge in that field. These Terms and Conditions shall apply to the provision of services by the Company to its clients.
means the agreement entered into by the Company and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;
means the party obtaining the Services from the Company who shall be identified in the Agreement;
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection Legislation”
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
means any and all sums due under the Agreement from the Client to the Company, as specified in the Agreement;
Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “writing” and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
- A statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “these terms and conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
- a “Party” or “Parties” refer to the parties to the Agreement
The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
Words imparting the singular number shall include the plural and vice versa
References to any gender shall include the other gender
References to persons shall include corporations.
Provision of the Services
With effect from the Commencement Date, the Company shall, throughout the Term of the Agreement, provide theServices to the Client.
The Company shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
The Company shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
The Company shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
The Client shall use all reasonable endeavours to provide all pertinent information to the Company that is necessary for the Company’s provision of the Services. This will include the following:
- Size and Model of the vehicle and where possible, a photograph of your vehicle
- Should information be incorrect, you may incur further costs i.e. reprint and installation costs, which shall be confirmed by the Company
- Vehicle being washed and free from any polish or wax. Should your vehicle require to be washed by the Company, there will be further costs and there may be a delay in completion.
In the event that the Company requires the decision, approval, consent or any other communication from the client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
The client must provide the correct information at the time of the vehicle briefing as any design proposals will be created based on this information. The client will be authorised to have up to, 4 alterations. The Company shall not be held liable for any alterations that may have to be made if the wrong information is provided.
The Company shall present a proposal to the Client and this requires to be proof read by the Client thoroughly as the Company shall not be held liable should this require to be changed at a later stage. Fees will apply at this stage.
Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause of the Agreement shall not be the responsibility or fault of the Company.
The Company have a team of installation technicians and rely on a fully organised diary. When installation dates are allocated and agreed, the Client will be held liable for any changes to this, as the Company cannot guarantee that the date can be filled at a late notice.
Fees, Payment and Records
The Client shall pay the Fees to the Company in accordance with the provisions of the Agreement.
- The Company shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
- 50% of the total balance is chargeable as soon as the visual has been approved. When this has been paid the Company can then proceed with production.
- the remaining 50% will be payable in accordance with the invoice terms which have been agreed
- All payments required to be made pursuant to the Agreement by either Party shall be made on or before the due date confirmed on the Invoice supplied by the Company.
- All payments required to be made pursuant to the Agreement by either Party shall be made in cleared funds to such bank as stated on the Invoice which has been issued to the Client.
- Without prejudice to, any sums which remain unpaid following the expiry of the Invoice, shall incur interest on a daily basis at 8% above the base rate of The Bank of England, from time to time until payment is made in full of any such outstanding sums
Liability, Indemnity and Insurance
- The Company shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
- In the event that the Company fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.
- The Company’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.
- The Company shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Company.
- Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure ordelay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
Either party may terminate the Agreement by giving to the other not less than 7 days written notice to expire on or at any time after the minimum term of this Agreement (which shall be defined in this Agreement)
Either party may immediately terminate the Agreement by giving written notice to the other Party if:
- Any sums owing to that Party by the other Party under any of the provisions of the Agreement is not paid within the due date stated on the invoice provided;
- An encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any or the property or assets of that other Party;
- The other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an Administration order (within the meaning of the Insolvency Act 1986);
- The other Party being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
- Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- The other Party ceases, or threatens to cease, to carry on business;
The rights to terminate the Agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
Effects of Termination
Upon termination of the Agreement for any reason:
- any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
- The following fee shall be applied upon written notice of termination/cancellation by the Client as follows:
- 7 days or more prior to installation – No Extra Fee
- 2-6 Days prior to installation – 50% of the Full amount will require to be paid
- 0-48 hours prior to installation – the full amount quoted will require to be paid
- all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
available from www.cubewraps.scot
No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, an no waiver by either party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry theprovisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation,preparation, execution and carrying into effect of the Agreement.
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
All dates and times referred to in this Agreement shall be the essence of the Agreement.
Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or otherfiduciary relationship between the Parties other than the contractual relationship expressly provided for in theAgreement.
Third Party Rights
No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a dulyauthorised officer of the Party giving the notice
Notices shall be deemed to have been duly given:
- When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of recipient; or
- When sent, if transmitted by e-mail and a successful return receipt is generated;
In each case, notices shall be addressed to the most recent address or email address, notified to the other Party.
Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
Law and Jurisdiction
The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Scotland.