These Terms and Conditions apply to the provision of services provided by Nurturely
(formal company name of All Out Social Limited, registered in England and Wales, company number 12218158,
whose registered office is at 190 Newton Road, Newcastle Upon Tyne, NE7 7HQ, United Kingdom)
("we", "us", or "Service Provider") to any client ("you", "Customer").
By accepting our quotation or commencing the use of our services, you agree to be bound by these Terms and Conditions.
These Terms, together with any service agreement or quotation, represent the entire agreement ("Contract") between us
.1. Application and Entire Agreement
You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of performance of any services (whichever is earlier).
You acknowledge that you have not relied on any statement, promise, or representation made by us that is not specifically set out in these Terms.
These Terms apply to the Contract to the exclusion of any other terms you may seek to impose, including those implied by trade, custom, or course of dealing.
2. Interpretation A "business day" refers to any day other than a Saturday, Sunday, or bank holiday in England and Wales.
Headings are for convenience only and do not affect the interpretation of these Terms.Words imparting the singular shall include the plural and vice versa.
3. Services We agree to provide services with reasonable care and skill that comply with the specifications outlined in the quotation.
We may make changes to the services that are necessary to comply with legal or safety requirements and will notify you if such changes are necessary.
While we will make reasonable efforts to meet agreed deadlines, time is not of the essence in the performance of our obligations unless expressly stated otherwise.
4. Your Obligations You are responsible for ensuring we have access to any necessary permissions, consents, materials, and relevant information required to perform the services. If you fail to comply with these requirements, we may terminate the agreement and are not liable for delays or failures caused by your non-compliance.
5. Fees The fees for the services ("Fees") are detailed in the quotation and are calculated on a time and materials basis. Additional costs for incidental expenses, third-party services, or materials required for the services will be invoiced separately.You will also be responsible for any additional services not specified in the quotation, charged at our current hourly rate. The Fees are exclusive of VAT or other applicable taxes, which will be charged where relevant.
6. Payment We will invoice you for payment before the completion of the services or as otherwise agreed.
Invoices must be paid within 7 days of the invoice date unless other credit terms have been agreed in writing. If payment is not received on time, we reserve the right to charge interest at a rate of 4% per annum above the base lending rate of the Bank of England until the outstanding amount is paid in full.
Payment must be made in full without deductions unless required by law. In the event of non-payment, we may suspend further services and cancel any future arrangements. Payments must be made in GBP unless otherwise agreed in writing.
7. Cancellation and Amendment We reserve the right to withdraw, cancel, or amend a quotation if it has not been accepted or the services have not commenced within 1 day from the date of the quotation. Either party may cancel the services prior to acceptance of the quotation.
If you wish to amend any details of the services, you must notify us in writing. We will use reasonable efforts to accommodate changes, and any additional costs will be invoiced to you. If changes in the services are necessary due to circumstances beyond our control, we will notify you immediately and keep changes to a minimum
.8. Subcontracting and Assignment We may assign, transfer, subcontract, or delegate any of our rights or obligations under these Terms without your consent. You must not assign or subcontract your rights or obligations without our prior written consent.
9. Termination We may terminate the provision of services immediately if you:a. Commit a material breach of these Terms;b. Fail to make payment by the due date;c. Are subject to bankruptcy or insolvency proceedings;d. Enter into a voluntary arrangement or liquidation.
10. Intellectual PropertyWe retain all intellectual property rights to any goods or materials supplied in connection with the services. You may not reproduce, sell, or otherwise exploit these materials without our express written consent.
11. Liability and Indemnity Our liability under these Terms is limited to the total amount of Fees payable by you. We are not liable for indirect, special, or consequential loss, including loss of profits, data, or reputation. You agree to indemnify us against any claims, damages, or costs resulting from your use of the services.Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraudulent misrepresentation, or any other matter for which it would be unlawful to exclude liability.
12. Data ProtectionIn the course of providing services, we may access or process personal data. We will act as the "Data Processor" while you remain the "Data Controller" in accordance with the General Data Protection Regulation (GDPR). We will only process personal data as required to deliver the services and will implement appropriate security measures to protect the data.For more information, please refer to our Data Protection Policy.
13. Circumstances Beyond Control Neither party is liable for any failure to meet obligations where such failure is caused by events beyond their control, such as industrial action, civil unrest, natural disasters, war, or government actions. If such a delay continues for more than 90 days, either party may terminate the Contract.
14. CommunicationsAll notices must be in writing and addressed to the most recent address, email address, or fax number provided by the other party. Notices will be deemed received:When delivered by courier or registered mail;When sent by fax or email and a successful transmission or return receipt is generated;After 5 business days if sent by national mail.
15. SeveranceIf any provision of these Terms is found to be unlawful or unenforceable, that provision will be severed, and the remaining Terms will remain valid and enforceable.
16. Governing Law and JurisdictionThese Terms shall be governed by and interpreted according to the law of England and Wales. All disputes arising under the Contract (including non-contractual disputes) shall be subject to the exclusive jurisdiction of the courts of England and Wales.For further inquiries or clarifications, please contact:
Nurturely (All Out Social Limited) 190 Newton Road, Newcastle Upon Tyne, NE7 7HQ Email: will@allout-social.com
