This is the standard terms of business between you and THE RESPONSIBLE CASTING COMPANY LTD, 41 Exmouth Market, London, England, EC1R 4QL ("we", "us" or "our"). Please read these terms carefully before instructing us to commence work.
The following definitions apply in these Terms:
The headings do not affect the interpretation of these Terms. A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation in force under it. Unless the context otherwise requires, words in the singular include the plural and vice versa.
These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in these Terms.
These Terms shall become binding on you and us and a contract shall be formed between us upon you instructing us to commence work in relation to the Services (whether in writing, including by email, text, WhatsApp message, or orally), whichever is the earlier.
These Terms take precedence over any other terms and conditions (including your own terms of business) and any course of dealing or industry practice.
The Responsible Casting Company shall provide the Services with all due care, skill and ability and shall use our reasonable endeavours to meet any timescales set out in any correspondence between us, but these dates are estimates only and time shall not be of the essence.
The Responsible Casting Company shall provide the following Services to you: casting, mould making, design, CAD, manufacturing and finishing ("Services").
Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our brochures or website, do not form part of the Contract and are for illustration purposes only.
You shall:
If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure to perform any relevant obligation (Customer Default):
The charges for the Services are as set out in email or correspondence between us. Where the Services are provided for a fixed price, the total price shall be the amount set out in that correspondence.
Where fees are to be made by deposit, stage payments or retainer, we will invoice you accordingly at the time or stage specified in correspondence between us.
Where the Services are provided on a time-and-materials basis:
All charges are stated exclusive of VAT, which shall be added at the applicable rate where necessary. You must pay each invoice in full and in cleared funds within 14 days of the date of invoice.
Without prejudice to any other right or remedy, if you fail to pay an invoice on the due date, we may:
All fees and charges are exclusive of expenses. Subject to your prior written consent, you will reimburse us for all subsistence, travelling, stationery, materials, postage and other reasonable ancillary expenses incurred in providing the Services.
Nothing in these Terms shall prevent us from being involved in any other activity, as long as it does not cause us to breach any of our obligations under these Terms.
The Responsible Casting Company acknowledges that we will have access to confidential information about your business, suppliers and customers in the course of providing the Services. We shall not use or disclose to any third party any such confidential information, except where necessary to properly perform the Services.
You will keep strictly confidential all information about our business, our suppliers and our customers.
The restrictions above do not apply to:
The Responsible Casting Company collects and processes your personal data in accordance with our Privacy Notice.
Customer IP refers to any designs, materials, or other intellectual property provided by you to The Responsible Casting Company Ltd for the purpose of casting. New IP refers to any new designs, modifications, or improvements created by us during the casting process that are based on or derived from Customer IP.
You retain all rights, title, and interest in and to any Customer IP. The Responsible Casting Company Ltd acknowledges that it does not acquire any rights to Customer IP, except the limited right to use it solely for fulfilling its obligations under this Contract.
You warrant that you own or have the necessary rights to provide the Customer IP, and that its use will not infringe the rights of any third party. You agree to indemnify The Responsible Casting Company Ltd against any claims arising from use of the Customer IP.
The Responsible Casting Company Ltd agrees to take all reasonable steps to protect the confidentiality of the Customer IP and will not disclose it to any third party without your prior written consent.
Any New IP created by The Responsible Casting Company Ltd shall remain our property. We grant you a non-exclusive, royalty-free, worldwide licence to use any New IP solely for your internal business purposes, including the right to modify and adapt it as necessary. This licence shall remain in effect for the duration of the Contract and thereafter for as long as you use the New IP.
Any disputes regarding intellectual property rights shall be resolved through mediation, and if unresolved, through arbitration in accordance with the laws of England and Wales.
We may terminate this Contract on 1 month's notice for any reason with no liability to provide any further services to you.
You may terminate this Contract if we commit any serious or repeated breach of any of its provisions and such breach is not remedied within 14 days of notification.
We may terminate this Contract with immediate effect if at any time:
Our rights under this clause are without prejudice to any other rights we may have at law to terminate the Contract. The Responsible Casting Company shall not be obliged to retain documents and information relating to you after termination.
On termination of this Contract you shall immediately pay to us any unpaid fees or other sums payable. Termination will not affect either party's outstanding rights or duties, including our right to recover any money you owe us under these Terms.
Our relationship to you will be that of independent contractor and nothing in these Terms shall make us your employee, worker, agent or partner.
Nothing in these Terms shall limit any liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter which may not be legally excluded or limited.
The Responsible Casting Company excludes all liability for any loss or damage suffered by you resulting from the Contract, including all consequential loss or damage howsoever caused.
In the event that The Responsible Casting Company are found liable to you for any loss or damage, this liability shall be limited to the amount of fees you paid to us in the 12 months preceding the date on which any claim is made.
If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside our control, we shall not be liable for any costs, charges or losses arising from such prevention or delay.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms. This clause shall survive termination of the Contract.
All notices sent by you to us must be sent to THE RESPONSIBLE CASTING COMPANY LTD, 41 Exmouth Market, London, England, EC1R 4QL or by email to hello@responsiblecasting.co.uk. We may give notice to you at either the email or postal address you provided. Notice will be deemed received 24 hours after an email is sent or three days after the date of posting of any letter.
The Responsible Casting Company may at any time assign, transfer, subcontract or deal in any other manner with all or any of our rights under these Terms. You shall not, without our prior written consent, assign, transfer, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.
If any court or competent authority finds any provision of these Terms to be invalid, unlawful or unenforceable, that term will be severed and the remaining terms will continue to be valid to the fullest extent permitted by law.
Any delay by The Responsible Casting Company in exercising any rights under these Terms or by law shall not constitute a waiver of such right. We may vary these Terms at any time (other than in relation to the fee charged).
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999. These Terms and any dispute or claim arising out of or in connection with them shall be governed by English law and we both agree to the exclusive jurisdiction of the English courts.
