Terms and Conditions.

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services)

by Geeky Designs Ltd a company registered in England and Wales under number 11502 whose

registered office is at 18 Ashfield Court, Glover St, St Helens, Merseyside, WA103QY (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.


4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their


6. Words imparting the singular number shall include the plural and vice-versa.


7. 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 which are necessary to comply with any applicable law or safety requirement,

and we will notify you if this is necessary.

8. We will use our 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.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify


Your obligations

10. You must obtain any permissions, consents, licences or otherwise that we need and must give us

with access to any and all relevant information, materials, properties and any other matters which we

need to provide the Services.

11. If you do not comply with clause 10, we can terminate the Services.

12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to

comply with the provisions of this section (Your obligations).


13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not

limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of

services provided by third parties and required by us for the performance of the Services, and c) the cost

of any materials required for the provision of the Services.

15. You must pay us for any additional services provided by us that are not specified in the quotation in

accordance with our then current, applicable hourly rate in effect at the time of performance or such

other rate as may be agreed between us. The provisions of clause 14 also apply to these additional


16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged

by any competent authority.

Cancellation and amendment

17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services

have not started, within a period of 7 days from the date of the quotation, (unless the quotation has

been withdrawn).

18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the


19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We

will use reasonable endeavours to make any required changes and additional costs will be included in

the Fees and invoiced to you.

20. If, due to circumstances beyond our control, including those set out in the clause below

(Circumstances beyond a party's control), we have to make any change in the Services or how they are

provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes

to a minimum.


21. We will invoice you for payment of the Fees either:

a. when we have completed the Services; or

b. on the invoice dates set out in the quotation.

22. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance

with any credit terms agreed between us.

23. Time for payment shall be of the essence of the Contract.

24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within

the period set out above, we will charge you interest at the rate of 2% per annum above the base

lending rate of the Bank of England from time to time on the amount outstanding until payment is

received in full.

25. All payments due under these Terms and Conditions must be made in full without any deduction or

withholding except as required by law and neither of us can assert any credit, set-off or counterclaim

against the other in order to justify withholding payment of any such amount in whole or in part.

26. If you do not pay within the period set out above, we can suspend any further provision of the

Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

27. Receipts for payment will be issued by us only at your request.

28. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any

of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all

of our obligations to any third party. Failed Direct Debit collections will be subject to a £2.00 admin fee.

30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any

other manner with all or any of your rights or obligations under these Terms and Conditions.


31. We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions; or

b. fail to make pay any amount due under the Contract on the due date for payment; or

c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy

order or take advantage of any other statutory provision for the relief of insolvent debtor; or

d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme

or arrangement is made with its creditors; or

e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a

receiver, manager, administrator or administrative receiver appointed in respect of your assets or

undertakings or any part of them, any documents are filed with the court for the appointment of an

administrator in respect of you, notice of intention to appoint an administrator is given by you or

any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1

of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your

winding up or for the granting of an administration order in respect of you, or any proceedings are

commenced relating to your insolvency or possible insolvency.

Intellectual property

32. We reserve all copyright and any other intellectual property rights which may subsist in any goods

supplied in connection with the provision of the Services. We reserve the right to take any appropriate

action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or

misrepresentation or otherwise, shall be limited as set out in this section.

34. The total amount of our liability is limited to the total amount of Fees payable by you under the


35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our

provision of the Services or the performance of any of our other obligations under these Terms and

Conditions or the quotation for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;

b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or

goodwill; business interruption; or, other third party claims; or

c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our

reasonable control; or

d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations;


e. any losses arising directly or indirectly from the choice of Services and how they will meet your

requirements or your use of the Services or any goods supplied in connection with the Services.

36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from

any loss or damage to any equipment (including that belonging to third parties) caused by you or your

agents or employees.

37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury

caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it

would be unlawful to exclude or limit liability.

Data Protection

38. When supplying the Services to the Customer, the Service Provider may gain access to and/or

acquire the ability to transfer, store or process personal data of employees of the Customer.

39. The parties agree that where such processing of personal data takes place, the Customer shall be the

'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data

Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

40. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data

Subject' shall have the same meaning as in the GDPR.

41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it

to supply the Services as mentioned in these terms and conditions or as requested by and agreed with

the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain

from Processing any Personal Data for its own or for any third party's purposes.

42. The Service Provider shall not disclose Personal Data to any third parties other than employees,

directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same

(or more extensive) conditions as set out in these terms and conditions or to the extent required by

applicable legislation and/or regulations.

43. The Service Provider shall implement and maintain technical and organisational security measures as

are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

44. Further information about the Service Provider's approach to data protection are specified in its Data

Protection Policy, which can be found The policy can be found online or at the office. For any enquiries

or complaints regarding data privacy, you can email: info@geekydesigns.co.uk.

Circumstances beyond a party's control

45. Neither of us is liable for any failure or delay in performing our obligations where such failure or

delay results from any cause that is beyond the reasonable control of that party. Such causes include,

but are not limited to: 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.

If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be

carried out under these Terms and Conditions.


46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the

party giving notice (or a duly authorised officer of that party).

47. Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the

normal business hours of the recipient;

b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is


c. on the fifth business day following mailing, if mailed by national ordinary mail; or

d. on the tenth business day following mailing, if mailed by airmail.

48. All notices under these Terms and Conditions must be addressed to the most recent address, email

address or fax number notified to the other party.

No waiver

49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of

that, or any other, right or remedy nor stop further exercise of any other right, or remedy.


50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise

unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and

Conditions (which will remain valid and enforceable).

51. This Agreement shall be governed by and interpreted according to the law of England

and Wales and all disputes arising under the Agreement (including non-contractual

disputes or claims) shall be subject to the exclusive jurisdiction of the English and

Welsh courts.

Law and jurisdiction

Should you need to decuse anything in this document you can contact at.

18 Ashfield Court

Glover Street

St Helens



0800 246 5654

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