Supply of Service to Business Customers

Website Terms: Client Terms of Service

These terms and conditions are the contract between you and NEW AND SEEN Limited, company number 15771952, whose registered office address is 86-90 Paul Street, London, United Kingdom, EC2A 4NE (‘us’, ‘we’, ‘our’) in relation to your use, as a Client, of our Project Proposal Service. Your contract with your Designer shall incorporate the Standard Terms set out on our Website, inaddition to any other terms that your Designer provides. The terms of use of our Website, which may be found at https://newandseen.net are incorporated into, and apply to this contract. Subject to these terms and conditions, we agree to provide our services to you.

Definitions

‘Client’ means a person acting in the course of their business, who has commissioned, or is interested in commissioning, one or more Designers for their Project.

‘Designer’ means a designer, working independently for themselves, to whom we have agreed to introduce to prospective Clients.

‘Designer’s Fee’ means the price payable for completion of the Design Services.

‘Design Services’ means the services provided by a designer.

our ‘Fee’ means the fee payable to us for our Project Proposal Service.

‘IP’ means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today, together with all rights which are derived from those rights.

‘Last Milestone’ means the last Milestone completed by the Designer.

‘Milestone’ means a smaller piece of work within a Project.

‘Previous Work’ means work performed to complete Milestones that were completed before the Last Milestone, and any other work that may or may not have been performed in respect of the Project (such as rough sketches produced at an ideation stage, unless such sketches were the deliverable for the Last Milestone).

‘Price’ means the price a Client pays us for particular services.

‘Project’ means the subject of our Service and the Design Services, a discrete piece of work.

‘Project Proposal Service’ means the service we offer to Clients whereby we: advise on the technical skills and work required to complete a Project; and we introduce each of our Clients to one or more Designers with the skills we determine the Client requires.

‘Service Package’ means a package of services provided to you, including our Project Proposal Service and the Design Services offered by the Designer.

‘Website’ means the website at https://newandseen.net and any other software or web pages controlled by us that provide functionality for that website.

Interpretation

In this agreement, unless the context otherwise requires:

A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.

A reference to the singular may be interpreted as a reference to the plural.

Any agreement by any person not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.

References to a party include references to that person’s successors, legal representatives, permitted assigns and any person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.

The headings to the paragraphs to this agreement do not affect the interpretation.

A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.

In the context of permission, ‘may not’ in connection with an action of yours, means ‘must not’. In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.

This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

Our contract with you

We agree to provide you with our Project Proposal Service subject to these terms and conditions.

So far as the law allows, all implied conditions, warranties and terms are excluded from this agreement.

Should these terms conflict with any other information we provide on our Website or elsewhere, then you agree that these terms prevail.

We may change these terms from time to time. The terms that apply to you are those published on our Website on the day the contract between us is made.

Our relationship to you

Our business is to provide Clients with a Project Proposal Service.

We also work for the Designer, taking the Client’s payment on behalf of the Designer, releasing it when certain conditions are met.

Unless indicated clearly otherwise, we are neither a principal nor an agent in any transaction for Design Services, that is to say, a Client’s contract for Design Services is solely between the Client and the Designer, not between the Client and us. A Designer’s status is that of an independent ‘contractor’ to a Client, also often called a ‘freelancer’.

We are in no way responsible for a Client’s choice to use the services of any particular Designer, or any aspect of the provision of a Designer’s Design Services.

In any dispute about the provision of Design Services, you should deal only with other party to your contract. We have neither legal obligation nor detailed information about the Design Services provided.

Prices

The Price for each Service Package is set by us. They include, as appropriate, our Fee, the Designer’s Fees, and any applicable taxes.

Additional services, provided by us or by a Designer, may be available as options that increase the price of a Service Package. The availability and prices of additional services will be shown to you before you buy.

Subject to discounts and promotions, each Service Package is offered at a fixed price. You may not negotiate a different price with your Designer.

We may from time to time change the prices of Service Packages, but not so as to affect the price of one for which you have already paid.

Payment

Payment for the Service Package you choose will be taken as soon as you order it. We hold the Designer’s Fee on your behalf until they have completed their Design Services, and then we transfer payment to the Designer.

Neither we, nor a Designer will start work until we have received payment in full.

When the Designer completes the final Milestone of your Project, they shall notify us that they have done so and we will send you a Project Completion Confirmation Form.

Provided they have completed their Design Services, you should complete this form and return it to us. We ask you to do so within five business days of receiving it. Without your instruction to pay the Designer, we shall not release the Designer’s Fee to them.

Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than that on your invoice will be borne by you.

Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your payment provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will additionally owe us the sum charged to us by our merchant service provider.

All payments to your Designer in respect of your Project must be made through our Website. You may not pay your Designer directly.

For security purposes (yours and ours) we may not permit more than a maximum number of transactions with you in a given period of time.

Start of the contract

Your payment is an offer to use our Project Proposal Service and to use the Design Services of one or more Designers who, at that time, have not yet been appointed by you.

As such, the contracts between you and us and between you and a Designer start when we and each Designer write to you individually to accept your offer.

As part of our Project Proposal Service, we shall identify your requirements for a Designer.

We shall contact those Designers whose experience and interests match your requirements, asking them whether they might be interested to work on your Project.

We shall send your contact information to a number of Designers who express interest in working for you, who will contact you directly to pitch their services.

Subject to the Designer’s terms you may offer them your work, or you may ask us to contact other Designers for you.

If you remain unhappy with our suggestions, you may cancel our Services subject to these terms.

Milestones

As part of our Project Proposal Service, we shall divide your Project into Milestones and provide you with a schedule setting out the work required to be delivered to you to achieve any particular Milestone, and the proportion of the Designer’s Fee payable on achievement of each one.

When you enter into a contract with a Designer, you and the Designer are both obliged (under these terms and the terms between us and a Designer) to accept the schedule of Milestones we have provided.

However, by mutual agreement with the Designer, you may at any time change, add or remove Milestones.

If you change the schedule of Milestones, you should provide a copy of the new version to us.

Provided that a Designer can demonstrate that a Milestone has been achieved, you are liable to pay the Designer the agreed proportion of the Designer’s Fee relating to the achievement of that Milestone, and you authorise us to do so on your behalf.

A Project shall be deemed to have been completed when the Client and the Designer both indicate that they believe the Project has been completed. At such time, we shall release the Designer’s Fee to the Designer.

Project timing

While the achievement of a Project, and/or of Milestones, may be given a target timeframe, such a timeframe may not be met if you do not respond in a timely manner to the requests of a Designer. As examples, the achievement of a Project within a target timeframe may require you to review the Designer’s work within a certain time period, or meet online with the Designer within a certain time period.

Regardless of any information that a Designer gives you to the contrary, you should not expect a Designer to work outside of standard UK working hours (9am to 5pm, Monday to Friday, excluding UK bank holidays).

A Designer shall notify you of any days that they will not work at the start of their Design Services so that you have a reasonable understanding of when the Project should be completed and how it might be further delayed if you do not respond in a timely manner to the requests of the Designer.

You understand that there may be events that are outside the control of a Designer or of us, and that the target timeframe in which a Project or a Milestone may be completed is an estimate only.

You agree that we are not responsible in any way for the completion of a Project being delayed beyond your expectation for any reason.

You agree that if you are not happy that a Designer has not met a target timeframe for the completion of the Project or the achievement of a Milestone, your only recourse is to cancel the Project on the terms of this agreement and that you may not seek any further damages from the Designer.

Substituting a Designer

If you are not happy with the work a Designer has carried out to date, then you may ask us to find a substitute Designer to continue your Project or to start again.

We are under no obligation to find a substitute Designer. If we cannot do so, or choose not to do so, the only course of action available to you might be to cancel the Project under the terms of this agreement.

A substitute Designer is not obliged to use the work the preceding Designer.

Cancellation of our Services

You or we may cancel our Project Proposal Service and any other service we offer at any time and for any reason.

Unless we have not started the service, you remain liable to pay us in full for that service, regardless of how much work we have performed.

In circumstances where we cancel, at our complete discretion and without imposing any legal obligation on us, we may offer a partial refund for parts of our service that we have not provided.

Cancellation of Design Services by you

You may cancel Design Services at any time and for any reason.

If you cancel, you shall remain liable for:

our Fee, if we have carried out our Project Proposal Service;

the agreed proportion of the Designer’s Fee for achievement of the Last Milestone.

The Designer shall deliver to you, if they have not already delivered it, such work required to achieve the Last Milestone in such format agreed.

If no format was agreed, the Designer may, at their complete discretion, decide the format in which to deliver the work. The Designer will have no obligation to deliver it in any other format you request.

The Designer shall not be liable to deliver to you any Previous Work.

You shall own all rights in the IP that the Designer provides to you, and unless otherwise agreed in writing, the Designer shall have no rights of any kind over it.

The Designer shall have no obligation to deliver any work to you that has been produced since the Last Milestone, and, unless otherwise agreed in writing, all rights in the IP in that work shall belong to the Designer.

Cancellation of Design Services by a Designer

A Designer may cancel Design Services at any time and for any reason.

If your Designer cancels then:

you shall not be liable for any proportion of the Designer’s Fee, regardless of the Last Milestone achieved, and we shall refund it to you in full;

the Designer shall not be liable to deliver to you any work, including Previous Work; and unless otherwise agreed in writing, the Designer shall own all rights in the IP of the Previous Work and any work carried out since the completion of the Last Milestone, and you shall have no rights of any kind over it.

Termination of this agreement

This agreement may be terminated by us, for any reason, with immediate notice. It may be terminated by you, for any reason, with at least 24 hours’ notice.

On termination:

any service we provide to you that has been started, but not yet completed shall be cancelled;

we shall not provide you with further Project Proposal Services, nor introduce you to Designers;

the terms relating to any Design Services that have been started, but not yet completed shall remain in force; and any term that may be reasonably expected to remain in force after the termination of this agreement shall do so.

Additionally, if we terminate this agreement then we may cancel any Design Services on the same terms that you may cancel them.

Disclaimers and limitation of liability in respect of any service

We make no representation, warranty or other provision with regard to any service you order through our Website, whether provided by us or another party, and you acknowledge that you do not rely on any made by us.

So far as concerns those services, we are not liable for:

any service complying with the requirement of any law or being available; nor

any loss or expense arising from using a service, whether provided by us or a Designer; nor a Designer performing their contract.

We shall not be liable to you in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) for any loss or expense arising out of or in connection with your use of any service provided by us, which is a special, indirect or consequential loss, or an economic loss or other loss of turnover, profits, contracts, business or goodwill.

This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.

We give no warranty, representation or undertaking whatever as to the continuing business of a Designer, or that any service provided by us or by a Designer will be useful or suitable for you.

You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a Designer.

No term of our agreement with you shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our agents or employees.

Miscellaneous matters

If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form.

Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.

No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

Any communication to be served on either party by the other shall be delivered by hand, sent by a recorded delivery postal service or by email. It shall be deemed to have been delivered: on the day of delivery if delivered by hand, or within 72 hours of posting if delivered by recorded post, or when an email message confirming receipt is sent if sent by email.

In the event of a dispute with us, you agree to undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

No party to this agreement shall be liable for any failure or delay in performance of this agreement that is caused by circumstances beyond their reasonable control, including any labour dispute between a party and their employees.

This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.

The validity, construction and performance of this agreement shall be governed by the laws of England and Wales.

Terms of use of our Website

These terms and conditions are the contract between you and NEW AND SEEN, company number 15771952, whose registered office address is 86-90 Paul Street, London, United Kingdom, EC2A 4NE (‘us’, ‘we’, ‘our’) in relation to your use of our Website.

Definitions

‘Content’ means the textual, visual or audio content that is encountered as part of your experience on our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content written or created by you.

‘Website’ means the website at https://newandseen.net and any other software or web pages controlled by us that provide functionality for that website.

Interpretation

In this agreement, unless the context otherwise requires:

A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.

A reference to the singular may be interpreted as a reference to the plural.

Any agreement by any person not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.

Except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person.

The headings to the paragraphs to this agreement do not affect the interpretation.

A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.

In the context of permission, ‘may not’ in connection with an action of yours, means ‘must not’.

In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.

Our contract with you

We agree to provide you with access to our Website subject to these terms and conditions.

So far as the law allows, all implied conditions, warranties and terms are excluded from this agreement.

If you use our Website in any way, including if you use it on behalf of another person then you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you, in respect of that action.

Should these terms conflict with any other information we provide on our Website or elsewhere, then you agree that these terms prevail.

We may change these terms from time to time. The terms that apply to you are those published on our Website on the day the contract between us is made.

Our relationship to you

Our business is to provide Clients with a Project Proposal Service. We take the Client’s payment on behalf of the Designer, releasing it when certain conditions are met.

We are in no way responsible for a Client’s choice to use the services of any particular Designer, or any aspect of the provision of a Designer’s Design Services.

Intellectual Property

We will defend our rights in all our IP, including our copyright in the Content of our Website whether provided by us or by any other party.

You may not use our name, logos or trademarks or any other Content on any website of yours or that of any other person.

You agree that at all times that you will:

not do anything which does or might reduce the value of our IP or challenge our ownership of it;

notify us of any suspected infringement of our IP; and

without our express permission, not to:

copy or replicate it for use by any other person in any way not intended by us;

make any change to it or any part of it;

publish or store it on any website or cloud storage service, or otherwise allow any other person access to it;

create derivative works from it;

use it in any way in which it is not intended to be used; and

not to use it except directly in our interest.

Indemnity

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

your failure to comply with the law of any country;

your breach of this agreement;

a contractual claim arising from any service provided by or to you; and

a breach of the intellectual property rights of any person.

You agree that the cost of our management and technical time is properly recoverable and

can reasonably be valued at £100 per hour without further proof.

Disclaimers and limitation of liability

This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999, as well as to us.

To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to use of our Website or provision of any service we provide to you. This does not affect your statutory rights as a consumer, nor does it affect your contract cancellation rights.

If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub-paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.

We use our reasonable endeavours to confirm the accuracy of any information we place on this Website. We make no warranties, whether express or implied in relation to its accuracy or completeness.

We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from our Website.

This Website may contain links to other websites over which we have no control of the nature, the content and the availability.

You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website or from your buying goods or services via such a website.

The inclusion of any links on this Website does not necessarily imply a recommendation or endorse the views expressed on those to which we link.

This Website is provided ‘as is’ and ‘as available’ without any representation made. We make no warranty as its usefulness to you, its satisfactory quality, its fitness for any purpose, the availability of any function of the website, the compatibility with your devices or software, privacy of any transmission, or security of use.

We aim to maintain access to our Website, but from time to time it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.

You acknowledge that access to our Website may also be interrupted for many reasons beyond our control.

Accordingly, we make no warranty that this Website will meet your requirements or that your use of it will be uninterrupted, timely or error-free.

Nor do we make any warranty that we will correct defects and errors, nor that the Website or the server on which it is hosted are free of viruses or bugs.

We will not be responsible or liable to you for any loss, foreseeable or not, arising from any interruption of the availability of our Website.

We shall not be liable to you in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) for any loss or expense arising out of or in connection with your use of this Website, which is a special, indirect or consequential loss, or an economic loss or other loss of turnover, profits, contracts, business or goodwill.