Terms & Conditions | Hello Starling

Terms & Conditions of business

  • Hello Starling Limited
    (“Hello Starling Limited’)
  • Registered address:
    4 Raleigh Walk,
    Brigantine Place,
    Cardiff, CF10 4LN
  • Registered in England and Wales
    Company number: 07543315
1 Definitions and interpretation
1.1 In these Terms the following definitions apply:
Customer means any person firm or company to whom Hello Starling Limited supplies Services;
Order Form means the document issued by Hello Starling Limited setting out (1) a description of the Services (2) the Price (3) any other relevant matters.
Price means the price for the Services as set out on the Order Form;
Services means the services to be provided by Hello Starling Limited to the Customer in accordance with the Terms as set out on the Order Form;
Terms means the standard terms set out in these terms and conditions of business; and
Rights means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to reports and othere deliverables created by Hello Starling Limited in the course of performing the Services.
1.2 Any changes to these Terms are valid only if agreed in writing between Hello Starling Limited and the Customer.
1.3 Unless authorised in writing by Hello Starling Limited, employees’ or agents’ representations concerning the Services are not valid.
1.4 Any error or omission in any sales brochure, quotation, price list, acceptance or offer, invoice or other material issued by Hello Starling Limited (whether typographical, clerical or otherwise) may be corrected by Hello Starling Limited without any liability on the part of Hello Starling Limited.
1.5 If there is any conflict between the Order Form and the Terms, the Order Form shall prevail.
2 Appointment
2.1 The Customer appoints Hello Starling Limited to provide Services in accordance with the Order Form. The Terms apply to the Services set out in the Order Form. Subject to clause 1.2, no other terms will apply to the provision of the Services.
3 The Order Form
3.1 The quantity, quality and description of the Services shall be as set out in the Order Form.
3.2 It is the sole responsibility of the Customer to ensure the Services set out on the Order Form meet its requirements.
3.3 Hello Starling Limited may make changes to the Services in order to conform with any legal requirements or which do not materially affect their quality or performance.
3.4 The Customer shall at its own expense supply Hello Starling Limited with all necessary materials and information required by Hello Starling Limited to provide the Services in accordance with these Terms. If a failure by the Customer to provide materials or information causes Hello Starling Limited to miss a deadline, the Hello Starling Limited deadline shall be deemed to be extended by the period of the Customer’s delay.
4 Price and Payment
4.1 Hello Starling Limited shall invoice the Customer for the Services as detailed on the Order Form.
4.2 Unless the subject of a genuine dispute, the Customer shall pay the Price within 14 days of the date on a valid invoice  (the “Due Date”).
4.3 The Price does not include VAT which the Customer shall pay in addition to the Price at the rate prevailing on the date of  the invoice.
4.4 Should the Customer fail to make any payment in full on the Due Date under this agreement, Hello Starling Limited may charge interest on the outstanding amount. Such interest shall accrue on a daily basis at the rate of 8% above the base rate of Barclays Bank PLC from time to time from the due date until the date of payment, whether before or after judgment and may suspend all of its obligations hereunder until payment has been made in full. Hello Starling Limited reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 f, because of a factor beyond the control of Hello Starling Limited, the cost to Hello Starling Limited of providing the Services increases, Hello Starling Limited may before delivery increase the Price of the Services.
4.6 The Customer will pay the Price for the Services.
4.7 All amounts due under these Terms shall be paid in full without any deduction or withholding other than as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other party in order to justify withholding payment of any such amount in whole or in part.
4.8 Hello Starling Limited reserves the right to set, remove or alter, without permission of the Customer any credit limits. Hello Starling Limited also reserves the right to monitor the Customers credit rating with various credit bodies and also reserves the right to insure the Customer for any potential debt. Hello Starling Limited reserves the right to request the Customer to pay the Price up front before Hello Starling Limited commences any work.
5 Ownership and Responsibility
5.1 Hello Starling Limited may bring an action against the Customer for the price of the Services if the Customer fails to pay for them in full by the Due Date.
6 Warranties and indemnities
6.1 Hello Starling Limited warrants and represents to the Customer that it will perform its obligations under these Terms with reasonable skill and care. All other warranties are expressly disclaimed to the fullest extent permitted by law.
6.2 Hello Starling Limited shall not be liable to the Customer (whether in contract, tort, including negligence and breach of duty, or otherwise at law) for any:
6.2.1 indirect or consequential loss; and/or
6.2.2 loss of profits, revenue or goodwill of the Customer.
6.3 Hello Starling Limited does not exclude its liability for death or personal injury if caused by its own negligence or for fraud.  Subject to this and clause 6.2 above:
6.3.1 Hello Starling Limited’s total liability to the Customer in contract law or in tort or otherwise howsoever arising in relation to reports and other deliverables created by Hello Starling Limited in the course of performing the Services is limited to the Price; and
6.3.2 Hello Starling Limited shall not be liable in any way in respect of any failure, delay or defect in the supply or use of reports and other deliverables created by Hello Starling Limited in the course of performing the Services caused by the supply or specification by the Customer of unsuitable material or content or by the reproduction of reports and other deliverables created by Hello Starling Limited in the course of performing the Services by a third party.
6.4 It shall be the responsibility of the Customer to ensure that any reports and other deliverables created by Hello Starling Limited in the course of performing the Services comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended. It shall also be the Customer’s responsibility to ensure that any reports and other deliverables created by Hello Starling Limited in the course of performing the Services carry all disclaimers, warnings and public information which any competent lawyer of the Customer in any of the relevant jurisdictions would advise. Accordingly the Customer agrees to indemnify and hold harmless Hello Starling Limited and Hello Starling Limited’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the report and other deliverables created by Hello Starling Limited in the course of performing the Services or use of them are contrary to any law, code or regulation in that country.
6.5 It shall be the Customer’s responsibility to ensure that all domain names used in connection with reports and other deliverables created by Hello Starling Limited in the course of performing the Services are wherever practicable properly registered and do not infringe any third party rights.
7 Termination
7.1 Either party may terminate these Terms immediately by notice in writing if the other party:
7.1.1 commits a material breach of any of the Terms (including without limitation late payment) and, if such breach is capable of remedy, fails to remedy the breach within 30 days of receiving notice from the terminating party specifying the breach and requiring the breach to be remedied;
7.1.2 enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction);
7.1.3 becomes insolvent;
7.1.4 ceases or threatens to cease to carry on business;
7.1.5 compounds or makes any voluntary arrangement with its creditors;
7.1.6 is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;
7.1.7 is unable to pay its debts as they fall due;
7.1.8 has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; or
7.1.9 takes or suffers any similar action due to debt.or if the equivalent of any of the events described at clause 7.1.2 to 7.1.9 inclusive under the law of any jurisdiction occurs in relation to the other party.
7.2 The expiry or termination of these Terms for any reason shall not affect any rights and/or obligations:
7.2.1 accrued before the date of termination or expiry; or
7.2.2 expressed or intended to continue in force after and despite expiry or termination.
7.3 The Customer shall not following the termination of these Terms for any reason represent itself as being connected with Hello Starling Limited or any member of Hello Starling Limited’s Group.
7.4 On termination of these Terms (for a breach by the Customer) all outstanding or uninvoiced Prices shall become immediately payable.
7.5 Unless a rejection fee has been agreed in advance, the Customer shall have no right to terminate the Services, allege breach of contract or seek any cancellation, reduction or repayment of the Price on the basis of style or composition.
8 Confidentiality
8.1 In this clause 8, Confidential Information means all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a party and its Group companies and/or its or their customers and/or suppliers, and the Terms;
8.2 Each party shall keep secret and confidential all Confidential Information of the other and shall not (and shall procure that its employees and/or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under these Terms.
8.3 The obligation of confidence shall not apply where the Confidential Information:
8.3.1 is required to be disclosed by operation of law;
8.3.2 was in the possession of the recipient prior to disclosure by the other party without restriction on disclosure or use;
8.3.3 is subsequently acquired from a third party without any obligation of confidence;
8.3.4 is or becomes generally available to the public through no act or default of the recipient; or
8.3.5 is disclosed on a confidential basis for the purposes of obtaining professional advice.
8.4 This clause 8 shall continue in force notwithstanding the expiry or termination of these Terms, whatever the reason for such termination.
9 Rights
9.1 Ownership of the Rights in reports and other deliverables created by Hello Starling Limited in the course of performing the Services shall remain vested in Hello Starling Limited and the Customer shall not obtain any rights therein unless and until any assignment or other disposition of the rights is agreed between the parties in writing.
9.2 Hello Starling Limited hereby grants the Customer a royalty free licence, coming into effect on payment of the relevant invoice, to use the Rights in reports and any other deliverables created by Hello Starling Limited in the course of performing the Services tothe extent necessary to make use of the deliverables as contemplated by the Order Form. Such licence shall be automatically terminated if the Customer either:
a) does not pay the Price in full by the Due Date; or
b) (being a company) passes a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or  reconstruction) or a court makes an order to that effect;
c) (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
d) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with is creditors; or
e) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
f) ceases, or threatens to cease, to carry on business.
9.3 Where reports and other deliverables created by Hello Starling Limited in the course of performing the Services are supplied to the Customer on computer disks or other electronic storage method, then Hello Starling Limited remains the owner of these storage media and reserves the right to require immediate return of them. Should any artwork be supplied to the Customer in digital form, the Customer may not amend it or otherwise use it for purposes outside those contemplated by this Contract without Hello Starling Limited’s express prior written permission.
10 General
10.1 Time is not of the essence in relation to the performance of the obligations of Hello Starling Limited under these Terms.
10.2 Notices between the Customer and Hello Starling Limited relating to these Terms shall be in writing. Notices shall either be delivered personally or sent by first class post or fax to their registered office. Notices if delivered by hand shall be treated as received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting and if sent by fax when sent.
10.3 These Terms, the Order Form and any other changes to the Terms agreed in writing between Hello Starling Limited and the Customer pursuant to clause 1.2 are the entire agreement between the Customer and Hello Starling Limited and replace all previous agreements between them relating to the same subject matter.
10.4 Neither the Customer nor Hello Starling Limited shall be liable if it breaches these Terms as a result of circumstances which are beyond its reasonable control, provided that as soon as is reasonably practicable it gives notice to the other party. For these purposes acts or omissions by the employees, sub-contractors, developers, agents and representatives of either party are within that party’s control.
10.5 Unless these Terms provide otherwise, nothing in it creates a partnership or employment relationship between the Customer and Hello Starling Limited or makes one party the agent of the other.
10.6 Neither Hello Starling Limited nor the Customer may assign or transfer these Terms or any rights or objections under them without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
10.7 The Customer and Hello Starling Limited confirm that they do not intend any third party to have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.8 If any provision of these Terms are found under the laws of any jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of that provision in that jurisdiction shall not in any way affect the validity, legality or enforceability of all the provisions of these Terms in any other jurisdiction.
10.9 The Customer and Hello Starling Limited shall attempt to substitute for any invalid, illegal or unenforceable provision a valid, legaland enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.
10.10 All terms of this agreement which by their nature ought to survive termination will continue to be effective after this agreement has expired or been terminated.
10.11 Notwithstanding the licence described in clause 9 above or any other disposition of the Rights agreed between the parties, Hello Starling Limited shall have a continuing right to use any reports and other deliverables created by Hello Starling Limited in the course of performing the Services for the purpose of advertising or otherwise promoting Hello Starling Limited’s work. The Customer shall unless otherwise agreed mark all design work supplied as part of reports and other deliverables created by Hello Starling Limited in the course of performing the Services with the phrase:“Design by Hello Starling Limited” (or appropriate as agreed) in a suitable place. Hello Starling Limited reserves the right to request the non-appearance or removal of this credit in any particular case. The Customer shall comply with any such request within 30 days, but shall not thereby be obliged to make changes to material already produced or published.
10.12 The laws of England and Wales shall govern these Terms. The Customer and Hello Starling Limited agree to submit to the exclusive jurisdiction of the courts of England and Wales.