These terms and conditions shall govern the contract and provision of services between (1) Dusted Design Partners Limited, a company registered in England and Wales under Company Number 05030292 whose registered office is at 65 Leadenhall Street, London, EC3A 2AD (“Dusted”), and (2) the client (“Client”).

Any modifications to these terms and conditions will only be effective if they are agreed in writing and signed by an authorised representative of Dusted and cannot be inferred from a course of behaviour.

Jump to section on data protection

1. Scope of the contract

(a) Services. The Client wishes to engage Dusted to provide brand and communication consultancy services relating to the marketing, communication, and promotion of its goods and/or services, and the Client’s brand and corporate identity (the “Services”). Dusted has agreed to provide the Services to the Client on the terms and conditions set out herein and in accordance with any timeframes and specifications provided to the Client in a written proposal (the “Proposal”).

(b) Delivery. Dusted will provide the Services to the Client using reasonable care and skill and, unless Dusted is prevented by circumstances beyond its reasonable control or the Client’s failure to perform any Service dependencies in a timely manner, in accordance with the agreed Proposal.

(c) Commencement. A binding contract for the provision of the Services, incorporating these terms and conditions, Dusted’s engagement letter, and any final Proposal document, shall come into force and effect on the earlier of (a) the Client returning a signed copy of Dusted’s engagement letter, and (b) the date on which Dusted begins work on the Services (“Commencement Date”). The contract shall continue from the Commencement Date, unless terminated earlier in accordance with the terms and conditions herein, until Dusted has provided all Services and deliverables agreed as part of the final Proposal and these have been accepted.

(d) Acceptance. The Client shall, promptly on receipt, carry out an examination of the deliverables provided by Dusted. If the Client should have any complaint about the Services (including the quality or adherence to any written specification of any deliverables) then written notice, specifying the particulars of the complaint, shall be given to Dusted within 7 business days of delivery. In the absence of such notification, the Client shall be deemed to have accepted the quality of the Services and any deliverables.

(e) Discretion. Dusted may, at its discretion, invite the Client to be present during stock/material purchases, photo shoots and other production processes (if relevant for the Services being provided). If the Client is unwilling or unable to attend (or to be represented) any such events, then the Client must accept any creative decisions made by Dusted in such circumstances. If the Client requires Dusted to amend/redo any works or deliverables arising from such an event, then Dusted reserves the right to charge an additional fee for the extra work involved.

(f) Modifications. Where the Client and/or its representatives, agents or authorised persons provides any instructions to Dusted after the commencement of the Services, to the extent that any such instructions constitute a modification to the scope of Services, any such modification to the Services must be agreed in writing in accordance with Clause 1(g).

(g) Procedure. During the course of the provision of the Services, Dusted and/or the Client may suggest modifications to the agreed Proposal, including any delivery timeframes and specifications of the Services and any deliverables. Such modifications will only be effective if agreed in writing. Dusted reserves the right to charge the Client additional fees and expenses for any modifications to the Services, including changes to the Proposal and/or any deliverables.

(h) Records. It is the practice of Dusted to maintain records of its work following the completion of each client project. Notwithstanding this, the Client acknowledges and accepts that Dusted shall not be required to maintain such records for the Client unless this has been expressly agreed as part of the Services. Dusted reserves the right to make a charge for the retrieval of and deliverables or works from storage.

2. Client’s obligations

(a) Dependencies. The Client shall provide Dusted with all necessary and any additional requested information about its business (including any products or services it offers) to allow Dusted to provide the Services effectively. This shall include, but shall not be limited to, the scope of use required for the Services and any deliverables, rules of use, any relevant restrictions, any relevant statutory and regulatory controls and, if applicable, industry codes of practice, and  market positioning information. Dusted shall not be responsible for any failure to meet timeframes or Services specifications set out in its Proposal due to a failure on the part of the Client to provide all necessary information under this Clause or for a failure to cooperate with Dusted in its provision of the Services. The Client accepts that its knowledge and experience in its industry sector and of its products and/or services is vital to Dusted’s proper provision of the Services.

(b) Materials. The Client warrants that all material supplied by or on behalf of the Client to enable Dusted to provide the Services and any deliverables shall comply with all applicable laws and regulations. The Client accepts that it is solely responsible for the legal compliance of any materials provided to Dusted, on which Dusted might reasonably rely to enable it to provide the Services and any deliverables.

(c) Permissions. The Client shall be responsible for obtaining all necessary permissions, regulatory and legal reviews, authorisations, licences, and consents which may be required for its receipt of the Services and use of any deliverables unless Dusted has expressly agreed in writing to be responsible.

(d) Warranty. The Client warrants that it either owns or holds the necessary licence(s), consents, and use requirements in respect of materials supplied by it to Dusted in connection with the provision of the Services and shall indemnify Dusted against all costs, penalties, liabilities, and losses incurred by Dusted in relation to third party claims and regulatory actions brought against Dusted arising out of or in connection with the Client’s breach of this clause.

(e) Sign-off. The Client shall be responsible for signing off work and deliverables when requested in a timely manner and, if appropriate, in accordance with a specified schedule in the Proposal. The Client acknowledges that if it fails to do this then Dusted cannot be expected to perform the Services within the agreed timeframes and Dusted reserves the right to create a new schedule for the work around Dusted’s other existing obligations. It is the Client’s obligation to ensure that the approval and sign off of work and deliverables is undertaken by a representative of the Client of appropriate seniority. If Dusted is required to amend/redo any work or deliverables that has previously been signed off by the Client, then an additional charge will be incurred.

(f) Rights. Where Dusted is to provide the Service at the Client’s or a third party’s premises, the Client shall:

  1. ensure that Dusted has access to those premises, office accommodation and other facilities as reasonably required by Dusted; and
  2. keep and maintain all materials, equipment, documents and other property of Dusted (“Materials”) at the Client’s or third party’s premises in safe custody at its own risk, maintain the Dusted Materials in good condition until returned to Dusted, and not dispose of or use the Dusted Materials other than in accordance with Dusted’s written instructions or authorisation.

3. Pitches

(a) Intellectual Property. All intellectual property rights in and title to any materials created by Dusted and/or shown at any Client presentations or pitches whether prior to or following the commencement of this contract (a “Pitch”) shall remain with Dusted.

(b) Confidentiality. All ideas and concepts which are disclosed to a Client as part of a Pitch are confidential and shall remain the property of Dusted and, unless the same shall come into the public domain, the Client shall not use any such ideas or concepts itself or disclose them to a third party without the written permission of Dusted.

4. Delivery

(a) Timetable. Any delivery timeframes for the Services and/or any deliverables stated by Dusted or set out in the Proposal are reasonable estimates only.  Dusted shall not be responsible for any delay that is not directly attributable to the actions of Dusted which, for the avoidance of doubt, includes any circumstances beyond Dusted’s reasonable control. Time shall not be of the essence in the provision of the Services unless expressly agreed in writing. Dusted will use its reasonable endeavours to meet Client timescales. Where Dusted has reason to believe that any delivery timeframe will not be met, regardless of whether such failure is due to Dusted’s fault or not, Dusted shall notify the Client of such potential delay as soon as practicable.

(b) Errors. To the extent that any of the deliverables provided as part of the Services do not meet any written specifications provided by Dusted, then Dusted shall use its reasonable endeavours to replace or, if appropriate, correct (at Dusted’s discretion) these deliverables. In notifying Dusted of any errors, the Client shall follow the notice procedure set out in Clause 1(d) Any returns of physical deliverables (if applicable) must be adequately and appropriately packaged.

(c) Dusted will inform the Client when goods have been dispatched and will often invoice in respect of goods supplied as part of the Service when they have been dispatched for delivery. The Client must inform Dusted when goods have not been received within 7 days from the date of the invoice or the date of dispatch as advised by Dusted.

(d) Subcontractors. Notwithstanding Clause 4 (a) above,  Dusted shall remain at all times responsible and liable for the acts and omissions of any sub-contractors, or third parties, appointed exclusively by Dusted, acting on its behalf, in connection with the provision of the Services.

5. Contract prices

(a) Charges. The fees for the Services shall be those set out in the Proposal (plus any additional charges for extra Services or modifications agreed between the Client and Dusted), and all reasonable expenses including but not limited to materials, accommodation, third-party disbursements, travel, couriers, VAT and any local taxes (the “Charges”).

(b) Third-Party Costs. Notwithstanding Clause 5 (n), all third-party fees and costs (or a part thereof) which have been pre-approved in writing by the Client may be invoiced in advance by Dusted and Dusted reserves the right to wait until such costs have been paid before commencing any work.

(c) Validity. Any quotation or estimate given by Dusted of the whole or any part of the Charges for the Proposal is based upon information available to Dusted at the time the quotation or estimate is given and shall remain valid for 60 days. Any figure expressed as an estimate is only an estimate may not be reflective of the final Charges to be invoiced to the Client.  Dusted reserve the right to withdraw or amend a quotation or estimate of work/fees at any time prior to the commencement of the contract for the Services as per the process described in Clause 1 (c).

(d) Currency. All Charges (including third-party costs) will be invoiced in GB Pounds Sterling and, where appropriate, VAT and or local taxes will be added accordingly.

(e) Changes. In the event that Dusted needs to make changes to the Charges to reflect increases to the costs of production that could not reasonably have been anticipated at the time when either (a) any quotation of estimate was given, or (b) at the time this contract was entered into, then Dusted shall notify the Client of such intention. Any resulting changes to the Charges must be agreed between the parties in accordance with the procedure described in Clause 1(g).

(f) Any estimate of the Contract Price assumes delivery of the Service to the principal business address of the Client or as stipulated in the agreed brief/proposal and additional charges may be incurred if delivery is then required to another address.

(g) Unclear documents or excessive amounts of resource materials which are supplied to Dusted by or on behalf of the Client which cannot be used without preparation thereof will usually result in an additional charge to the Client unless this work has been expressly provided for as part of the proposal.

(h) Invoicing. The Charges will be invoiced in accordance with any invoicing timetable described in the Proposal, which may also outline phases of the Services  agreed with the Client. Notwithstanding any such invoicing timetable, Dusted reserves the right, upon the commencement of this contract (see Clause 1 (c))to issue an invoice for the total Charges applicable to the first phase of the Services to be provided. Upon the commencement of each subsequent phase of the Services, 50% of the fees for that phase will be invoiced. The remaining balance of the fees for each phase will then be invoiced upon completion of that phase. Dusted reserves the right to withhold or suspend any of the Services and/or deliverables where any payment of an invoice or part of an invoice that is not subject to a genuine dispute is outstanding for a period of 10 working days after the due date of the applicable invoice.

(i) Queries. The Client must contact Dusted concerning any queries with an invoice within 5 working days of receipt. Otherwise, Dusted will assume that there are no issues with an invoice and it shall be payable in accordance with the provisions of these terms and conditions.

(j) Payment. Payment of the Charges in each invoice shall be made in GB Pounds Sterling, to the nominated account of Dusted, within 30 days of the date of each invoice. Dusted shall be entitled to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 (or any successor legislation), accruing on a daily basis and claim compensation on any overdue sums forming part of an invoice that are not subject to a genuine dispute. Interest will be calculated from the invoice date to the date of payment or final date of judgment (as applicable).

(k) Rights. Dusted reserves the right to withhold the performance of any Services and delivery of any deliverables, until the relevant Charges have been paid in full. Where any undisputed part of an invoice is outstanding, Dusted also reserves the right to withdraw the provision of any hosted server space which may result in the downtime of a website.

(l) Charges. All quotations and estimates assume that:

  1. the Client shall supply to Dusted  all Client content including but not limited to images and text in a finished format suitable for reproduction unless otherwise stated in the Proposal. If extra work is needed to achieve reproduction standards, Dusted may invoice the Client for its time and materials required for the additional work on an hourly basis, at a rate agreed with the Client in advance of work commencing); and
  2. there will be no more than two rounds of Client amendments to deliverables provided by Dusted, unless otherwise stipulated in the Proposal. All additional work that is undertaken by Dusted as a result of further Client amendment to the deliverables will be charged for as   additional work at Dusted’s hourly rates (see Clause 5 (n)(i) above).

(m) Recovery. The Client shall reimburse Dusted for its reasonable expenses incurred in connection with its provision of the Services.

(n) Services. Where, as part of its provision of the Services, Dusted agrees to procure professional advice from third parties on matters such as research, trademark searches and registration, market searches, domain name registration, hosting and website maintenance, translation services, or similar, then the costs of such services, which will be agreed in accordance with the procedure at Clause 5(b), will be invoiced to the Client monthly or at the completion of each stage of works.

6. Intellectual property

(a) Service IPR. Subject to the reserved rights in this Clause 6, on completion of the Services and payment of the Charges in full, Dusted shall transfer title and ownership of any intellectual property rights subsisting in any deliverables which have been created as a direct consequence of Dusted’s provision of Services to the Client subsisting in any deliverables to the Client including but not limited to any two dimensional graphic design solution, branding, logo, logo-type, corporate identity, literature, music, film, photographs, digital page layout, user interface and front end content, (the “Creative Front End”).

(b) Dusted Background IPR. Subject to Clause 6(h), on completion of the Services and payment of the Charges in full, Dusted shall grant to the Client a non-exclusive licence to use any intellectual property rights subsisting in any materials which (a) were created by or licensing to Dusted prior to the commencement of the Services, or (b) are independent of Dusted’s provision of the Services, including all coding and programming methods which are required for the use of the deliverables, including any content management system for updating the deliverables or similar programming tools and any other elements of the Services which are not part of the visual appearance of the final deliverables (the “Technical Back End”).

(c) 3D Work Licence. On completion of the Services and payment of the Charges in full, Dusted shall grant to the Client a non-exclusive licence to use the intellectual property rights belonging to Dusted in the non-visual elements of any deliverables created by Dusted in connection with exhibition design, retail point of sale schemes, signage, and other three-dimensional work associated with packaging (“3D Work”). For the avoidance of doubt, ownership and title to the 3D Work shall remain with Dusted.

(d) Creative Concepts. Where Dusted is commissioned to produce creative concepts alone, the Client shall select and receive the intellectual property rights in accordance with Clause 6(a) to one of those concepts. This shall be documented in writing between the parties.

(e) Limitations. The Client shall not use any of the Technical Back End or 3D Work (a) in isolation, nor (b) for any purpose outside of the scope of the licences granted in Clause 6 (b) and (c) respectively above, without the prior express written approval of Dusted. The Client further acknowledges and understands that it shall not have the right, by itself or through any third party to modify any of the Technical Back End nor 3D Work without the prior written consent of Dusted.

(f) Licence for Purposes of Acceptance. Dusted shall permit the Client to use the Creative Front End, Technical Back End, and 3D Work prior to completion of the Services and/or payment of the Charges for the sole purpose of enabling it Client to review, accept, and sign-off the deliverables in accordance with the provisions of this Agreement.

(g) Rights in Code. Dusted reserves the right to use and adapt all code, software, and programmes which form part of the deliverables created for the Client, but which is either (a) of a general nature that is commonly found in work of a similar kind, or (b) not part of the software, programme or code that was created with the express intention of it being bespoke and for the exclusive use of the Client, provided that any such use or adaptation has no detrimental or material effect on Client’s use or enjoyment of the deliverables.

(h) Third-Party Software. Dusted may only use licensed or open-source software in the provision of the Services and deliverables where Dusted has given prior reasonable notice of such to the Client. Any such use is personal to Dusted and it may be necessary for the Client to obtain its own licence(s). In such circumstances, Dusted will (where it is expressly agreed as part of the Services) advise the Client as to the licence(s) required and use its reasonable endeavours to assist the Client to obtain the relevant licence(s). Dusted is not liable for the costs of obtaining such licences or (save to the extent provided) any failure of the Client to hold the necessary licence(s).

(i) Multi Designs. If more than one design solution/concept is chosen by the Client and this was not provided for in the agreed Proposal, unless the Proposal itself included the production of more than one creative concept, an additional fee may be payable by the Client.

(j) Originality. Dusted warrants that its own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party. Dusted shall indemnify, defend and hold harmless (collectively, “indemnify” or “indemnification”), the Client (“Indemnified Party”) from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees (“Losses”) incurred by the Indemnified Party as a result of, or arising out of or relating to any third party claim that alleges infringement, misappropriation or unlawful use or disclosure of any Intellectual Property Rights in relation to the Indemnified Party’s use of the Services.

(k) Disclaimer of Warranty. Dusted gives no warranty as to whether the deliverables meet any criteria for the registration of intellectual property rights with any intellectual property organisation or body and shall have no liability to the Client in respect of any subsequent refusals for registration of the same.

(l) Further Assurance. Each party shall, at the cost of the Client, execute such documents and do such things as are reasonably necessary to give effect to this Clause 6.

7. Moral rights

(a) Dusted hereby reserves and asserts all moral rights in any works and deliverables created during the provision of the Services.

(b) The parties shall agree in writing the extent to which the Client shall identify Dusted as the author of any deliverables provided.

8. Termination

(a) Termination for Convenience. Each party shall be entitled to terminate this contract for the provision of the Services at any time by giving the other party no less than four (4) weeks’ written notice.

(c) Termination for Cause. Each party shall be entitled to terminate this contract immediately on written notice if:

  1. in the case of Dusted, any part of the invoiced Charges is outstanding (but not formally disputed) for more than 20 days after the due date; or
  2. if either party commits a material breach of these terms and conditions and fails to remedy the breach within 20 working days of being requested to do so in writing by the other party; or
  3. if the other party shall go into liquidation, receivership or equivalent (or if proceedings are issued in relation thereto) or if it shall enter into an agreement with its creditors.

(d) Termination for Brand Protection. Dusted reserves the right to immediately terminate this contract if, in its reasonable opinion,its continuing involvement with the Client or the continuing provision of the Services to the Client would be materially damaging to the goodwill and reputation of Dusted.

(e) Consequences of Termination. On termination of this contract, the following provisions shall apply:

  1. the Client shall immediately pay to Dusted all of Dusted’s outstanding unpaid invoices and any accrued interest and, in respect of the Services supplied or costs incurred but for which no invoice has been submitted, Dusted may submit an invoice, which shall be payable immediately on receipt;
  2. the Client shall, within a reasonable time, return any and all materials provided to it by Dusted which it has not paid for. If the Client fails to do so, then Dusted may enter the Client’s premises and take possession of such materials. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
  3. Dusted shall, on request, return any of the Client’s materials provided to it but which have not been used in the provision of the Services.

(f) Survival. On termination or expiry of this contract, any clause which expressly or by implication shall come into or continue in force shall do so

9. Confidentiality

(a) Duty of Confidentiality. Each party undertakes that it shall not at any time during this contract, and for a period of two years after termination or expiry of this contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 9 (b).

(b) Disclosure of Confidential Information. Each party may disclose the other party’s confidential information:

  1. to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this Clause 9; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Limits on Use. Each party shall not use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this contract.

10. Digital development

(a) Spin-Off Creations. The Client acknowledges that any new inventions, designs, or processes which evolve generally as part of Dusted’s processes during its provision of the Services, in the field of digital development, shall belong exclusively to Dusted unless the development thereof was an express part of the Proposal for the Client.

(b) Digital Compatibility. The Client acknowledges that any digital work shall only be compatible or interoperable with the platforms, browsers and operating systems set out in the Proposal and will only operate to any performance benchmarks set out in any specification.

(c) Server Security. The Server upon which digital material is stored when Dusted is providing a hosting service to the Client contains a base level of security but any special security requirements must be fully set out in the Proposal and Dusted accept no responsibility for any losses sustained by the Client as a result of any issues resulting in any corruption of a website, failure of functionality or downtime, except where any such unauthorised access or problems arises as a result of Dusted’s negligence or failure to have in place reasonable safeguards to ensure the security of the Services or deliverables.

11. Client’s responsibility for implementation

(a) Unless it is agreed as part of the Services, full responsibility for implementation, display, electronic integration, and compatibility, back up, production and manufacture of graphic designs or deliverables incorporating graphic designs shall remain with the Client. Failure to consult Dusted on implementation may result in unsatisfactory implementation.

(b) Dusted disclaims all responsibility and liability for the quality and accuracy of any third-party materials supplied by the Client. If asked to review such materials, this will be charged additionally at an agreed hourly rate.

12. Limitations of liability

(a) General Cap on Dusted Liability. The total aggregate liability of Dusted arising out of or in connection with this contract, shall not exceed total amount of sums paid by the Client under this contract in the 12-month period preceding the cause of action which gave rise to the claim.

(b) Excluded Losses. Neither party shall be liable to the other under or in connection with this contract for any indirect or consequential loss, loss of sales, loss of profit, loss of production, loss or damage to goodwill, loss of reputation, or any packaging or distribution cost.

(c) Liability for Errors in Deliverables. Where an error is found in any deliverables by the Client:

  1. then (to the extent permitted by law), the total liability of Dusted shall be limited to correcting or replacing (as appropriate) the deliverables at its cost;
  2. Dusted shall not be responsible for any material errors apparent in artwork, copy or proofs that have been signed off by or on behalf of the Client and that have not been modified by Dusted after sign-off by the Client; and
  3. Dusted shall not be liable or responsible for any errors in deliverables attributable to the Client or its agents and suppliers providing incorrect information (such as concerning print specification).

(d) Tolerances for Deliverables. The Client accepts that deliverables may vary slightly from any specifications set out in the Proposal or otherwise communicated between the parties. The Client agrees that it shall have no claim against Dusted for any variations in the deliverables in relation to colour, browser compatibility, screen displays, overs and unders. Where the deliverables include digital work created by Dusted, the Client further accepts that performance of the deliverables may be affected by device specification and/or operability. Dusted will not be responsible for any colour discrepancy with design work created as part of the Services unless Dusted has signed off proofs in an appropriate form prior to printing.

13. Publicity and examples

(a) Dusted’s Involvement with the Services. Once any deliverables provided by Dusted to the Client are in the public domain, Dusted shall have a right to reasonable publicity (including inclusion in any book or publication or collection of Dusted’s work or in relation to any awards or public recognition) of the deliverables created as part of the provision of Services, provided that the Client’s prior written approval (not to be unreasonably withheld or delayed) shall be required prior to any such publicity. Dusted shall be entitled to request a sample of any printed work derived from the Services and/or deliverables, and such request shall not be unreasonably denied by the Client.

(b) Right to Credit. Dusted shall have the right to identify itself in a reasonable manner as the provider of Services and deliverables to the Client, provided that the Client’s prior written approval shall be required prior to any such identification (such approval not to be unreasonably withheld or delayed). All design and photography and website work will be accredited to Dusted, where approved, in the form of a small graphic within the document unless otherwise agreed in writing. The Client shall give reasonable attribution to Dusted whenever appropriate as the creator of the deliverables produced as part of the Services.

(c) Right to Anonymity. Dusted reserves the right, where it considers it appropriate, to require the Client to remove any reference or attribution of credit to Dusted from any deliverables provided as part of the Services.

14. Covenants

The parties agree that whilst Dusted is providing the Services to the Client, and for a period of twelve months thereafter, they shall not:

(a) approach any of the employees of the other party regarding the possibility of them providing becoming and employee of the party; or

(b) engage, employ, or offer to engage or employ, an employee or former employee (being a person who has been an employee of the other party in the previous three months).

The Client agrees that whilst Dusted is providing the Services to it, and for a period of six months thereafter, it shall not contract or come to any non-contractual arrangement directly with any subcontractor of Dusted which has been involved with the provision of the Services to the Client, without the prior written consent of Dusted (such consent not to be unreasonably withheld).

15. General

(a) Governing Law. This contract (including these terms and conditions and any other documents forming the contractual arrangement between Dusted and the Client) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. .

(b) Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contract or its subject matter or formation.

(c) Third Party Rights. Unless expressly stated to the contrary in writing, nothing in these terms and conditions gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

(d) No Partnership or Agency. Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

(e) Conflict. If there is an inconsistency between any of the provisions of these terms and conditions, and the commitments given in any Proposal document, quotation or estimate, the provisions of these terms and conditions shall prevail.

(f) Entire Agreement. The contract between you and Dusted constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

(g) Severance. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.

(h) Waiver. A waiver of any right or remedy under these terms and conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(i) Variation. No variation of the contract between you and Dusted shall be effective unless it is in writing and signed by the parties or their authorised representatives.

(j) Assignment. This contract is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this contract. Dusted may ay at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this contract, provided that it gives prior written notice of such dealing to the Client.

(k) Dispute Resolution. In the event of a dispute (being a contractual or non-contractual dispute relating to the provision of the Services or any deliverables), then a senior representative from each of Dusted and the Client shall meet as soon as is reasonably practicable to see if the dispute can be resolved. In the event that the parties cannot resolve the dispute through discourse between senior representatives, then the parties shall consider, but shall not be obliged to agree, to submit to mediation or other alternative dispute resolution. Nothing in this Clause 15 (k) shall prevent either party from applying for an equitable remedy (such as injunctive relief) from the courts.

16. Data protection

For the purposes of this clause 16 the following definitions shall apply:


Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;

Controller Personal Data means all Personal Data which is owned, controlled or processed by Controller or any of its Affiliates and which is provided by or on behalf of Controller or any of its Affiliates to the Processor or which comes into the possession of the Processor as a result of or in connection with the supply of the Services;

Controller, Processor, Data Subject, Personal Data and Processing shall have the same meaning given to them (or terms used for similar concepts) in the Data Protection Laws.

Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018, supplemented by section 205(4) of the Data Protection Act 2018) and, where applicable, the General Data Protection Regulation ((EU) 2016/679) (collectively, the GDPR), the Data Protection Act 2018 or any successor legislation and any other European Union legislation relating to personal data.

Group means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company; and

Group Company means in relation to a company, any member of its Group.

16.1 Data relationship

Dusted and the Client agree and acknowledge that each party is an independent controller of business-to-business contact personal data exchanged in the context of the commercial relationship contemplated by this Agreement. Each party shall comply with its obligations under the Data Protection Laws and in the event that either party becomes a processor instructed by the other as a controller of any personal data then the parties shall enter into a data processing and, if relevant, transfer, agreement in accordance with Articles 28 and 46 of the GDPR.

16.2 Sub-processing and transfer

(a) The Processor shall not permit any processing of Controller Personal Data by any agent or subcontractor or other third party (“Sub-Processor”) without prior written authorisation of the Controller and provided that the Processor informs the controller of any changes it has made and permitting the Controller to object to those, and the Processor remains fully liable for all the actions and omissions of the Sub-Processor, and subject to clause 16.2(c) below, that any Sub-Processor agrees in writing to comply with obligations at least equivalent to those obligations imposed on the Processor in this clause that relate to the requirements laid down in Article 28(3) of the GDPR.

(b) The Controller agrees to the use of Sub-Processors as follows: Digital Ocean, Google Analytics, Amazon Web Services, Rackspace and the Processor shall provide the Controller an opportunity to object to their appointment for these Services.

(c) The Processor’s obligation under clause 16.2(a) to impose the obligations on the Sub-Processor as set out in that clause shall be subject to the Processor’s ability (acting reasonably) to impose such obligations on the Sub-Processor where the Sub-Processor has provided its non-negotiable standard terms to the Processor, in which case, the Processor shall use its reasonable endeavours to procure that those obligations set out at clause 16.2(a) are imposed on the Sub-Processor notwithstanding the Sub-Processor’s standard terms.

16.3 Instructions and transfer

(a) The Processor shall:

  1. only process the Controller Personal Data on the documented instructions of the Controller from time to time; and
  2. subject to clause 16.3(b), not transfer, or otherwise directly or indirectly disclose, any Controller Personal Data to countries outside the European Economic Area (EEA) without the prior written consent of the Controller except where the Processor is required to transfer the Controller Personal Data by the laws of the member states of the EU or EU law (and shall inform the Controller of that legal requirement before the transfer, unless those laws prevent it doing so). The Controller consents to transfers to the United States.

(b) The Processor shall be permitted to transfer the Controller Personal Data to countries outside of the EEA to the extent that any one or more of the following applies:

  1. the Processor has in place with the non-EEA receiving entity the EU model contractual clauses as set out in Decision 2010/87/EU or any alternative version of those clauses issued by the European Commission or a supervisory authority from time to time;
  2. the transfer is to a non-EEA country that is deemed to have an adequate level of protection from time to time by the European Commission or such other supervisory authority;
  3. to the extent that the transfer is to a Group Company located outside of the EEA, the Processor’s Group has in place Binding Corporate Rules for the transfer of Personal Data to a non-EEA Group Company;
  4. there is an approved code of conduct in place by an association or other body representing the Controller or Processor that applies to the non-EEA territory or territories to which the Controller Personal Data is to be transferred;
  5. there is an approved certification mechanism in place in respect of the non-EEA territory; and
  6. to the extent that the transfer is to an entity located in the United States, such entity participates in the EU-US Privacy Shield or such other mechanism that may replace or supersede it from time to time.

16.4 Personnel

The Processor shall ensure that access to Controller Personal Data is limited to the Processor Personnel and authorised Sub-Processors who need access to it to supply the Services and who are subject to an enforceable obligation of confidence with regards to the Controller Personal Data.

16.5 Data subject rights

The Processor shall, taking into account the nature of the processing, assist the Controller (by appropriate technical and organisational measures), insofar as this is possible, in relation to any request from any Data Subject for: access, rectification or erasure of Controller Personal Data, or any objection to Processing.

16.6 Breach reporting and data protection impact assessment

(a) The Processor shall:

  1. notify the Controller promptly if it becomes aware of a breach of security of Controller Personal Data, such notices shall include full and complete details relating to such breach; and
  2. provide such assistance (at the Controller’s cost) as the Controller may reasonably require in relation to:
    1. the need to undertake a data protection impact assessment in accordance with the Data Protection Law; and
    2. any approval of the Information Commission or other data protection supervisory authority to any processing of Controller Personal Data.

16.7 Personal data – return or destruction

The Processor shall, on the expiry or termination of this Agreement, at the Controller’s cost and its option either return all of the Controller Personal Data (and copies of it) or securely dispose of the Controller Personal Data except to the extent that any applicable law requires the Processor to store such Controller Personal Data.

16.8 Audit

(a) At the Controller’s cost, the Processor shall allow for an audit (no more than once per annum) by the Controller and any auditors appointed by it in order for the Processor to demonstrate its compliance with this clause 16. For the purposes of such audit, upon reasonable notice, the Processor shall make available to the Controller and any appointed auditors all information that the Controller deems necessary (acting reasonably) to demonstrate the Processor’s compliance with this clause.

(b) In the Processor’s reasonable opinion, to the extent that it believes that any instruction received by it in accordance with clause 16.8(b) is likely to infringe the Data Protection Law or any other applicable law, the Processor shall promptly inform the Controller and shall be entitled to withhold its permission for such audit and/or provide the relevant Services until the Controller amends its instruction so as not to be infringing.

16.9. The personal data and how it is used

Subject matter of the processing
Brand and communication consultancy and services relating to the marketing, communication and promotion of the Client’s goods and/or services and the Client’s brand and corporate identity

Duration of the processing
The Processor will not retain Controller Personal Data in an identifiable format for longer than is necessary.

Nature and purpose of processing
The Processor shall Process Controller Personal Data as required to provide the Services.

Categories of Data Subjects
London based B2B brands.

Obligations and rights of the Controller
The obligations and rights of the Controller as the applicable Data Controller of the Controller Personal Data Processed in connection with this Agreement are set out in this Agreement and in Data Protection Law and any written instructions of the Controller from time to time.