SignSpinning UK Terms 

  1. Our contract with you 

    1. We are Sign Spinning UK Limited, a company which provides sign spinning services, dance performances and workshops (‘SignSpinning’, ‘us’, or ‘we’) to businesses in the United Kingdom (the ‘Client’ or ‘you’).  We are referred individually as a ‘Party’ and together as the ‘Parties’ in these terms.  

    2. These terms and conditions apply to and form part of the contract between us and you and supersede any previously issued terms and conditions of purchase and supply.  By purchasing SignSpinning Goods and Services you will be deemed to have accepted these terms and conditions (the ‘Agreement’).  

    3. We may make changes to these terms from time to time and will notify you of such changes using reasonable means, such as posting the revised terms on the SignSpinning website.  Your use of SignSpinning Goods and Services following changes to these terms will constitute your acceptance. 

    4. All orders must be made in writing using our Order Form and will be deemed accepted once the Client receives written confirmation from Sign Spinning.  These terms will apply to the Order Form.  

  2. Defined terms

    1. The following definitions apply to our terms and conditions:

      1. Business Day means any day other than public bank holidays recognised in England when SignSpinning  is open and providing the Services;

      2. Confidential Information means information of a confidential nature relating to the Intellectual Property or any other know how, trade secret, technical process details of contractual arrangements and any other matters concerning the affairs or finance of either Party.  This includes, but is not limited to, the Method, Training Materials, accounting records, business processes or business records that are not generally known in the industry of either Party and where the release of that Confidential Information could reasonably be expected to cause harm to either Party;

      3. Client Site means the location where the Goods will be delivered and the Services will be performed as specified by the Client in the Order Form;

      4. Data Protection Laws means all applicable law relating to the processing, privacy and/or use of  Personal Data, as applicable to either Party or the Services, including the UK GDPR and Data Protection Act 2018;

      5. Fees means the fees for the Goods and Services and any other amounts payable by the Client to SignSpinning, including those specified in the Order Form and clause 5;

      6. Goods means the [sign spinning boards, marketing materials] and other physical materials (if any) supplied by SignSpinning as  specified in the Order Form; 

      7. Intellectual Property or IP means all patents, registered designs, trade marks and service marks (whether registered or not), copyright, database rights, design rights, know-how, information and all similar property including that subsisting (in any part of the world) in inventions, designs, computer programs, system schematics, confidential information, business names, goodwill and the styles of presentation of goods and in applications for protection of them in any jurisdiction;

      8. Order Form means the order form completed by the Client which specifies the Goods and Services to be provided by SignSpinning to the Client; 

      9. Personnel means any freelancers, employees, or other staff of SignSpinning who are involved in the provision of the Goods and Services;

      10. Payment Due Date means the date indicated on the Sign Spinning Invoice on which Fees must be paid by the Client to SignSpinning which [unless specified otherwise in the Order Form] will be [14] days from receipt of the SignSpinning invoice and subject to the terms in clause 5; 

      11. Performance Date means the date on which the Parties agree the Services will be provided and/or the Goods will be delivered to the Client; 

      12. Services means the sign spinning advertising Services, performances, workshops and other services which the Licensee will provide to Clients. 

  3. Obligations 

    1. Subject to your payment of the Fees by the Payment Due Date, SignSpinning will provide the Services specified in the Order Form to the Client.  The Personnel will perform the Services using reasonable care and skill. 

    2. The Client will in accordance with these terms: 

      1. pay the Fees by the Payment Due Date;

      2. provide SignSpinning with the instructions, information and materials needed to perform the Services specified in the Order Form; 

      3. subject to clause 9.2 maintain adequate liability insurance for the Client Site which covers the Personnel;

      4. provide the Personnel with details of any Client policies or risk assessments which need to be carried out in relation to the Services; 

      5. not directly or indirectly commission, employ or enter into an agreement for Services with any of the Personnel without SignSpinning’s express written permission.

    3. Each Party will bear their own responsibility for any wages, taxes and insurance required for their personnel and indemnifies the other Party against all loss, damage or liability suffered as result of failing to fulfill their statutory and contractual obligations to their personnel. 

  4. Intellectual Property ownership and licence

    1. Each Party will retain rights and ownership in their IP owned before this Agreement. 

    2. The Client grants SignSpinning a paid-up, non-exclusive, perpetual licence to use the Client’s IP in order to supply the Goods, perform the Services and advertise the Services to SignSpinning clients.  For avoidance of doubt this licence includes any Client IP captured in photos or videos taken of the Services by SignSpinning or its Personnel while providing the Services. 

    3. Any IP created as a result of performance of the Services, will belong to SignSpinning (the ‘Foreground IP’).  The Client is not entitled to use the Foreground IP without SignSpinning’s express written permission. 

    4. Each Party will notify the other Party if it becomes aware of infringement of the other Party’s IP by a third party.  The Party affected reserves the right to exercise their rights against the third party, including bringing a claim against the third party. 

  5. Fees

    1. We may invoice you for the Goods and Services, partially or in full at any time following our acceptance of your Order Form. 

    2. The Client will pay SignSpinning the Fees for the Goods and Services by the  Payment Due Date specified on the Sign Spinning invoice. Subject to clause 6.1 SignSpinning reserves the right to charge additional Fees for Order Forms which are submitted less than 7 Business Days before the Performance Date. 

    3. All Fees will be payable in pounds sterling and are exclusive of applicable Value Added Tax (‘VAT’) , which will be added at the appropriate rate. 

    4. If the Client fails to pay any of the Fees within 30 days of the Payment Due Date, SignSpinning will be entitled to charge interest on the overdue amount at the rate of 8 (eight) percent per annum above the Bank of England’s base rate from time to time.  Such interest shall accrue on a daily basis from the Payment Due Date until actual payment of the overdue amount.  The Client shall pay the interest together with the overdue amount.

    5. SignSpinning may increase the Fees at any time to reflect any costs incurred by SignSpinning due to changes to the Order Form by the Client or delays caused by the Client’s failure to provide adequate instructions, information or materials. 

    6. The Client will pay SignSpinning  a fee which is the greater of £500 or 25% of the total value of the Services provided (exclusive of VAT) for each Personnel engaged by the Client in breach of clause 3.2.5.  This fee does not affect SignSpinning’s right to bring further claims against the Client for breach of these this Agreement. 

  6. Delivery and performance

    1. The Client must submit their Order Form or amendments to existing Order Forms no later than [147] Business Days before the Performance Date.  

    2. The Goods specified in the Order Form shall be delivered by the Supplier, or its nominated carrier, to the Client Site on the date specified in the Order Form.  The Goods will be deemed to have been delivered on acceptance by the Client. 

    3. The Services shall be performed at the Client Site by the number of Personnel specified in the Order Form. 

    4. Time is not of the essence in relation to the performance or delivery of the Goods and Services.  SignSpinning and its Personnel will use reasonable endeavours to provide the Goods and Services on the Performance Date, but such dates are indicative only.  

    5. SignSpinning will not be liable for any delay or failure of the Goods and Services caused by the Client’s failure to provide adequate instructions, Client IP or other materials needed to supply the Goods, perform the Services, or prepare or make available the Client Site.  

  7. Order Cancellation and refunds

    1. Once we accept an Order Form, it cannot be amended other than in writing.  Changes to orders must be made no later than [2] weeks before the Performance Date. Order acceptance and amendments made verbally shall only become legally binding when agreed in writing. 

    2. SignSpinning may deliver the Goods or perform the Services in installments.  Any delay or defect in an instalment shall not entitle the Client to cancel any other installment. 

    3. If the Client cancels their order less than 2 Business Days before the Performance Date, you will only be entitled to receive a refund for 50% of the Fees paid to SignSpinning. The Client will only be entitled to a refund of 20% of the Fees for cancellations made 24 hours before or on the Performance Date.  

    4. Subject to clause 7.3 if an order is cancelled in whole (or if agreed in writing, part) Fees for all Goods and Services provided up to the cancellation date will still be payable. 

    5. If Goods and Services are not used in whole or in part, the Client is not entitled to a credit note or refund, unless otherwise agreed in writing by the Parties. 

    6. SignSpinning reserves the right to reject or cancel an order which is discriminatory, violates existing laws, infringes the rights of third parties or conflicts with the interests of SignSpinning without incurring any penalties or fees to the Client. 

    7. If the Client is not satisfied with the Goods and Services supplied by SignSpinning , they must inform SignSpinning  in writing no later than 5 Business Days from the date of delivery of the Goods or performance of the Services.  SignSpinning reserves the right to rectify the issues raised by the Client 

  8. Limitation of liability

    1. The extent of the Parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract, indemnity or in any other way and whether or not caused by negligence or misrepresentation) will be as set out in this clause 8.

    2. Except as expressly stated in this Agreement, and subject to clause 8.3, all warranties and conditions whether express or implied by legislation, common law or otherwise are excluded to the extent permitted by law.

    3. Notwithstanding any other provision of this Agreement, the liability of the Parties will not be limited in any way in respect of the following:

      1. death or personal injury caused by negligence;

      2. fraud or fraudulent misrepresentation;

      3. any other losses which cannot be excluded or limited by applicable law.

  9. Risk and Insurance

    1. SignSpinning  agrees to comply with all applicable laws when carrying out the Services. 

    2. The Client shall at all times have adequate liability insurance coverage at the Client Site and is advised to consult with a specialist insurance broker to determine the appropriate level of insurance needed.  The Client will be responsible for the safety of the Personnel at the Client Site and ensuring the Client’s insurance covers any injuries or harm caused to the Personnel, the Client’s staff and any members of the public at the Client Site. 

    3. The Client indemnifies SignSpinning  and will keep SignSpinning  indemnified against any losses, damages, liabilities, costs (including legal fees) and expenses incurred by SignSpinning  as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Agreement. 

  10. Confidentiality

    1. Each Party will keep confidential and will ensure that its staff, employees, officers, advisers, agents or representatives will keep confidential and will not use (except as required for performance of this Agreement) any information, documents or materials which are disclosed by the other Party in the course of performance of this Agreement and which are expressly identified as Confidential Information or which ought reasonably to be regarded by the recipient as Confidential Information.

    2. Each Party will give notice to the other of any unauthorised misuse, disclosure, theft, or loss of the other Party’s Confidential Information immediately upon becoming aware of the same.

    3. The provisions of this clause will not apply to information which:

      1. has become public knowledge otherwise than through any unauthorised disclosure; 

      2. was already in the possession of the recipient from an independent third party without breach of any obligation of confidentiality; 

      3. has been independently developed by the recipient; or 

      4. is required to be disclosed by law.

    4. The obligations under this clause will survive the variation, expiry, or termination of this Agreement for a period of 10 years thereafter.

  11. Data Protection 

    1. Under this Agreement, it is envisaged that the Parties may share personal data and engage one another to process personal data on each other’s behalf. Such transfer of personal data must be done subject to the terms of this Agreement and our Privacy Policy which can be accessed using the following link. 

    2. Each Party shall comply with its respective obligations under the Data Protection Laws and may exercise its respective rights and remedies provided in this Agreement. 

  12. Term and termination

    1. This Agreement will take effect on the Agreement Date stated on the Order Form and continue unless terminated earlier by either Party giving the other Party at least 30 days written notice. 

    2. Either Party may terminate this Agreement in writing as follows: 

      1. the other Party commits a material breach of this Agreement, and such breach is not remediable;

      2. the other Party commits a material breach of this Agreement which is not remedied within 28 days of receiving written notice of such breach; or

      3. the other Party enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the other Party's undertaking or assets or there are reasonable grounds for anticipating the occurrence of any of these events within the foreseeable future. 

    3. On termination of this Agreement: all outstanding Fees owed to SignSpinning will be paid by the Client within 30 days of termination. 

    4. Termination of this Agreement, however arising, will be without prejudice to the rights and duties of either Party accrued prior to termination.  Those clauses of this Agreement which are expressly or impliedly intended to continue after termination will continue in effect after termination.

  13. General 

    1. Any failure or delay by either Party in the performance of its obligations pursuant to these terms which is due to a force majeure event will not be deemed a default of this Agreement between the parties or a ground for termination. 

    2. Subject to clause 8.3, each Party acknowledges that this Agreement and the Order Form contains the whole agreement between the Parties in respect of its subject matter and supersedes all prior arrangements, agreements, and understandings between them relating to the subject matter. 

    3. Any notice required or permitted to be given by either Party to the other under this Agreement will be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice. 

    4. Nothing in this Agreement will be construed as conferring any benefit on a third party and the Contract (Rights of Third Parties) Act 1999 is expressly excluded from applying to this Agreement. 

    5. These terms and your agreement with us are subject to English law and the Parties submit to the non-exclusive jurisdiction of the English courts.