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Physical Digital Ltd
Terms, Conditions and Privacy Policy
Terms and Conditions
Terms and Conditions
1. Definitions
In these Terms:
"PDL" means Physical Digital Limited whose principal Place of business is: 21 Brookside, Jacob’s well, Guildford, Surrey, GU4 7NS;
"Client” means the Client whose details are set out in the schedule;
“Commencement Date” means the first date on which the services are to be provided as shown in the schedule;
“Copyright” means all copyright and rights in the nature of copyright in all parts of the world;
“Fee” means the fee shown or calculated at the charge out rates set out in the schedule for the provision of the Services by PDL;
"Intellectual Property Rights" means all copyrights, patents, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;
“Project” means the project specified in the Specification; "Project Materials" means the drawings, documents, data, models and other materials, whether in hard copy or electronic format as required in the Specification, created by PDL pursuant to the provision of the Services;
[“Schedule” means the Schedule to these Terms]
“Services” means the services to be provided by PDL as set out in the schedule including the provision of (a) scanning consultant(s) on the dates set out in the schedule;
"Specification" means the specification for the Project from PDL to the Client which outlines the requirements of the Project;
“Working Day” means Monday to Friday in any week excluding bank or national holidays.
2. Effect of these Terms
2.1 These Terms together with the terms set out in the schedule and in the Specification ("this Agreement") shall govern the agreement between the parties to the exclusion of any other terms and conditions.
2.2 If any order is raised by the Client on any other terms and conditions, those will not apply in any circumstances.
2.3 In the event of any inconsistency between these Terms and those set out in the schedule or in the Specification, the terms set out in the schedule or in the Specification shall prevail.
2.4 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.
2.5 This Agreement supersedes any prior agreement between the parties, whether written or oral.
2.6 The unenforceability or invalidity of one or more of these terms and conditions or part thereof, shall not effect the enforceability or validity of any other term or condition or remainder thereof.
2.7 If PDL commences the provision of Services prior to receiving a signed copy of this Agreement, the Client shall be deemed to have accepted the terms of this Agreement.
3. Appointment and cancellation fees
3.1 PDL agrees to provide the Services as a consultant as set out in this Agreement.
3.2 The Client acknowledges that:-
3.2.1 PDL operates a diary system to place its consultants;
3.2.2 Once a consultant has been committed to work for a Client on specific dates, PDL may refuse work from other Clients to be performed on those dates;
3.2.3 PDL will suffer loss or damage if a confirmed project is cancelled.
3.2.4 PDL shall not be obliged to provide consultants on the dates set out in the schedule unless it has received and accepted a copy of this Agreement signed by the Client.
3.3 In the event that the Client cancels this Agreement either in advance of the Commencement Date or during the provision of the Services, the Client shall pay to PDL, by way of a genuine pre-estimate of its damages, fifty percent of the Fee payable in respect of the Services cancelled.
4. Fees and Expenses
4.1 The Client agrees to pay PDL the Fee.
4.2 Where the Fee shown in the schedule is a fixed fee, it is based on the Specification. If the Specification is altered during the course of the Services requiring PDL to provide additional Services, PDL reserves the right to increase the Fee.
4.3 In addition to the Fee, the Client shall reimburse PDL for the following:
4.3.1 Any additional meetings (or other work) not set out in the Specification;
4.3.2 All out of pocket expenses incurred in the provision of the Services not included in the Specification;
4.3.3 All repro, photographic and other expenses relating to the Project, not set our in the Specification.
4.4 The Fee shall be invoiced in accordance with the provision set out in the schedule. The Client shall pay all fees and charges within 30 days of issue of invoice and the prompt payment in accordance with this clause shall be of the essence of this Agreement. PDL reserves the right to charge interest on overdue accounts at the annual rate of 8% above the Base Rate of CATER ALLEN PRIVATE BANK calculated from the date of the invoice to the actual date of payment.
4.5 PDL shall be entitled to suspend the provisions of its services until the Client has paid in full all outstanding sums due to PDL.
4.6 The Fee and all expenses are stated exclusive of VAT, which shall be added at the relevant rate at the time of invoicing.
5. Copyright Licence
5.1 Copyright in the Project Materials shall (unless otherwise agreed) remain vested in PDL.
5.2 PDL grants to the Client an exclusive licence to use and where necessary to copy the Project Materials solely for the purposes set out in the schedule or in the Specification.
5.3 The Client agrees that, save as permitted by the Licence granted pursuant to clause 5.2, it will not, nor permit any third party to, alter, modify or vary the Project Materials or part thereof in any way without the prior written licence of PDL. DPL may impose such terms or charge such additional fees as are reasonable for such licence.
5.4 The Client may not assign or sub-licence its rights granted pursuant to this clause 5.
5.5 If PDL assigns copyright in the Project Materials to the Client, the Client hereby grants to PDL a licence to use the Copyright in the Project Materials solely for the purposes of maintaining a catalogue of its work, for showing to potential clients previous work undertaken by it, and for the purposes of promoting its business generally.
6. Indemnity
The Client warrants that where PDL is required as part of the Services to develop the designs of any third party, the Client has lawful authority to alter, modify or vary such design and in carrying out such Services, PDL will not infringe the Intellectual Property Rights of a third party. The Client agrees to indemnify and keep indemnified PDL from and against any and all losses, damages, or liability (whether criminal or civil) suffered and legal fees or costs incurred by PDL resulting from the Client’s breach of warranty given in this clause.
7. Moral Rights
PDL shall be entitled to hold itself out as the designer of articles made wholly or substantially to its design.
8. Confidentiality
8.1 Each of the parties undertakes to the other that it shall not disclose to any third party any confidential information of the other, including (without limitation) information relating to the business or affairs of the other, PDL’s software and working methods and the specific terms of this Agreement.
8.2 The obligations of confidentiality shall cease to apply to confidential information which shall come in to the public domain (other than by breach of this clause by the disclosing party).
9. Limitation of Liability
9.1 PDL’s maximum aggregate liability in respect of damage to the tangible property of the Client shall be £9000.00.
9.2 PDL’s liability to the Client for death or injury resulting from its own or that of its employees’ negligence shall not be limited.
9.3 Subject to clause 9.4, PDL’s liability for any other losses or liabilities not referred to in clauses 9.1 or 9.2 shall be limited to the amount set out in the schedule.
9.3.1 Except as expressly set out in this Agreement, PDL excludes all other liabilities (whether in contract, tort or otherwise), representations and warranties, express or implied and in any event shall not be liable for any claims or liability in contract, tort or otherwise for loss of profits, goodwill, data or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or PDL had been advised of the possibility of the Client incurring the same.
9.4 The Client specifically acknowledges that PDL has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement on the basis that such liability should be insured against by the Client, and that the same form an essential basis of the bargain between the parties.
10. Publicity
PDL reserves the right to publish details of the Project and such designs once the product to which they relate is in the public domain.
11. Hours
PDL will provide the services on normal working days i.e. Monday to Friday between the hours of 9am until 6pm with a 1-hour break for lunch, alternatively working hours may be modified at the discretion of PDL in order to fit the Client's needs. PDL requires its staff to rest their eyes from viewing the VDU for ten minutes in every hour in order to protect their health.
12. Working Conditions
Working conditions for PDL’s employees at Client’s premises should comply with the Health & Safety Work Act 1974, the Workplace (Health Safety and Welfare) Regulations 1992 and the Health and Safety (Display Screen Equipment) Regulations 1992.
13. Non-solicitation
During the course of and for a period of 6 months after the date of termination of this Agreement for any cause whatever, the Client shall not employ, contract, solicit or canvass either directly or indirectly through any other company, agency or organization any person supplied by PDL to the Client (whether or not such person is an employee or under contract to PDL at the date of termination of this contract) or any other person employed by or under contract to PDL at the date of termination of this Agreement unless the prior written consent of PDL shall have been obtained.
14. Laws Governing
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and both PDL and the Client irrevocably submit to the exclusive jurisdiction of the English courts.
In these Terms:
"PDL" means Physical Digital Limited whose principal Place of business is: 21 Brookside, Jacob’s well, Guildford, Surrey, GU4 7NS;
"Client” means the Client whose details are set out in the schedule;
“Commencement Date” means the first date on which the services are to be provided as shown in the schedule;
“Copyright” means all copyright and rights in the nature of copyright in all parts of the world;
“Fee” means the fee shown or calculated at the charge out rates set out in the schedule for the provision of the Services by PDL;
"Intellectual Property Rights" means all copyrights, patents, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;
“Project” means the project specified in the Specification; "Project Materials" means the drawings, documents, data, models and other materials, whether in hard copy or electronic format as required in the Specification, created by PDL pursuant to the provision of the Services;
[“Schedule” means the Schedule to these Terms]
“Services” means the services to be provided by PDL as set out in the schedule including the provision of (a) scanning consultant(s) on the dates set out in the schedule;
"Specification" means the specification for the Project from PDL to the Client which outlines the requirements of the Project;
“Working Day” means Monday to Friday in any week excluding bank or national holidays.
2. Effect of these Terms
2.1 These Terms together with the terms set out in the schedule and in the Specification ("this Agreement") shall govern the agreement between the parties to the exclusion of any other terms and conditions.
2.2 If any order is raised by the Client on any other terms and conditions, those will not apply in any circumstances.
2.3 In the event of any inconsistency between these Terms and those set out in the schedule or in the Specification, the terms set out in the schedule or in the Specification shall prevail.
2.4 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.
2.5 This Agreement supersedes any prior agreement between the parties, whether written or oral.
2.6 The unenforceability or invalidity of one or more of these terms and conditions or part thereof, shall not effect the enforceability or validity of any other term or condition or remainder thereof.
2.7 If PDL commences the provision of Services prior to receiving a signed copy of this Agreement, the Client shall be deemed to have accepted the terms of this Agreement.
3. Appointment and cancellation fees
3.1 PDL agrees to provide the Services as a consultant as set out in this Agreement.
3.2 The Client acknowledges that:-
3.2.1 PDL operates a diary system to place its consultants;
3.2.2 Once a consultant has been committed to work for a Client on specific dates, PDL may refuse work from other Clients to be performed on those dates;
3.2.3 PDL will suffer loss or damage if a confirmed project is cancelled.
3.2.4 PDL shall not be obliged to provide consultants on the dates set out in the schedule unless it has received and accepted a copy of this Agreement signed by the Client.
3.3 In the event that the Client cancels this Agreement either in advance of the Commencement Date or during the provision of the Services, the Client shall pay to PDL, by way of a genuine pre-estimate of its damages, fifty percent of the Fee payable in respect of the Services cancelled.
4. Fees and Expenses
4.1 The Client agrees to pay PDL the Fee.
4.2 Where the Fee shown in the schedule is a fixed fee, it is based on the Specification. If the Specification is altered during the course of the Services requiring PDL to provide additional Services, PDL reserves the right to increase the Fee.
4.3 In addition to the Fee, the Client shall reimburse PDL for the following:
4.3.1 Any additional meetings (or other work) not set out in the Specification;
4.3.2 All out of pocket expenses incurred in the provision of the Services not included in the Specification;
4.3.3 All repro, photographic and other expenses relating to the Project, not set our in the Specification.
4.4 The Fee shall be invoiced in accordance with the provision set out in the schedule. The Client shall pay all fees and charges within 30 days of issue of invoice and the prompt payment in accordance with this clause shall be of the essence of this Agreement. PDL reserves the right to charge interest on overdue accounts at the annual rate of 8% above the Base Rate of CATER ALLEN PRIVATE BANK calculated from the date of the invoice to the actual date of payment.
4.5 PDL shall be entitled to suspend the provisions of its services until the Client has paid in full all outstanding sums due to PDL.
4.6 The Fee and all expenses are stated exclusive of VAT, which shall be added at the relevant rate at the time of invoicing.
5. Copyright Licence
5.1 Copyright in the Project Materials shall (unless otherwise agreed) remain vested in PDL.
5.2 PDL grants to the Client an exclusive licence to use and where necessary to copy the Project Materials solely for the purposes set out in the schedule or in the Specification.
5.3 The Client agrees that, save as permitted by the Licence granted pursuant to clause 5.2, it will not, nor permit any third party to, alter, modify or vary the Project Materials or part thereof in any way without the prior written licence of PDL. DPL may impose such terms or charge such additional fees as are reasonable for such licence.
5.4 The Client may not assign or sub-licence its rights granted pursuant to this clause 5.
5.5 If PDL assigns copyright in the Project Materials to the Client, the Client hereby grants to PDL a licence to use the Copyright in the Project Materials solely for the purposes of maintaining a catalogue of its work, for showing to potential clients previous work undertaken by it, and for the purposes of promoting its business generally.
6. Indemnity
The Client warrants that where PDL is required as part of the Services to develop the designs of any third party, the Client has lawful authority to alter, modify or vary such design and in carrying out such Services, PDL will not infringe the Intellectual Property Rights of a third party. The Client agrees to indemnify and keep indemnified PDL from and against any and all losses, damages, or liability (whether criminal or civil) suffered and legal fees or costs incurred by PDL resulting from the Client’s breach of warranty given in this clause.
7. Moral Rights
PDL shall be entitled to hold itself out as the designer of articles made wholly or substantially to its design.
8. Confidentiality
8.1 Each of the parties undertakes to the other that it shall not disclose to any third party any confidential information of the other, including (without limitation) information relating to the business or affairs of the other, PDL’s software and working methods and the specific terms of this Agreement.
8.2 The obligations of confidentiality shall cease to apply to confidential information which shall come in to the public domain (other than by breach of this clause by the disclosing party).
9. Limitation of Liability
9.1 PDL’s maximum aggregate liability in respect of damage to the tangible property of the Client shall be £9000.00.
9.2 PDL’s liability to the Client for death or injury resulting from its own or that of its employees’ negligence shall not be limited.
9.3 Subject to clause 9.4, PDL’s liability for any other losses or liabilities not referred to in clauses 9.1 or 9.2 shall be limited to the amount set out in the schedule.
9.3.1 Except as expressly set out in this Agreement, PDL excludes all other liabilities (whether in contract, tort or otherwise), representations and warranties, express or implied and in any event shall not be liable for any claims or liability in contract, tort or otherwise for loss of profits, goodwill, data or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or PDL had been advised of the possibility of the Client incurring the same.
9.4 The Client specifically acknowledges that PDL has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement on the basis that such liability should be insured against by the Client, and that the same form an essential basis of the bargain between the parties.
10. Publicity
PDL reserves the right to publish details of the Project and such designs once the product to which they relate is in the public domain.
11. Hours
PDL will provide the services on normal working days i.e. Monday to Friday between the hours of 9am until 6pm with a 1-hour break for lunch, alternatively working hours may be modified at the discretion of PDL in order to fit the Client's needs. PDL requires its staff to rest their eyes from viewing the VDU for ten minutes in every hour in order to protect their health.
12. Working Conditions
Working conditions for PDL’s employees at Client’s premises should comply with the Health & Safety Work Act 1974, the Workplace (Health Safety and Welfare) Regulations 1992 and the Health and Safety (Display Screen Equipment) Regulations 1992.
13. Non-solicitation
During the course of and for a period of 6 months after the date of termination of this Agreement for any cause whatever, the Client shall not employ, contract, solicit or canvass either directly or indirectly through any other company, agency or organization any person supplied by PDL to the Client (whether or not such person is an employee or under contract to PDL at the date of termination of this contract) or any other person employed by or under contract to PDL at the date of termination of this Agreement unless the prior written consent of PDL shall have been obtained.
14. Laws Governing
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and both PDL and the Client irrevocably submit to the exclusive jurisdiction of the English courts.
Privacy Policy
Privacy Policy
Physical Digital Ltd are committed to safeguarding the privacy of our website visitors; this policy sets out how we will treat your personal information.
1. What information do we collect?
We may collect, store and use the following kinds of personal data:
- information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type, referral source, length of visit and number of page views;
- information that you provide to us for the purpose of contacting us requesting further information or contact;
- information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;
- any other information that you choose to send to us.
2. Cookies
A cookie consists of information sent by a web server to a web browser, and stored by the browser. The information is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.
We may use "session" cookies and "persistent" cookies on the website. We may use the session cookies to keep track of you whilst you navigate the website. We may use the persistent cookies to enable our website to recognise you when you visit.
Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted, or until they reach a specified expiry date.
Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer you can refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector. Blocking all cookies will, however, have a negative impact upon the usability of many websites.
3. Using your personal data
Personal data submitted on this website will be used for the purposes specified in this privacy policy or in relevant parts of the website. We may use your personal information to:
- improve your browsing experience by personalising the website;
- enable your use of the services available on the website;
- send you general (non-marketing) commercial communications;
- send you email notifications which you have specifically requested;
- send to you marketing communications relating to our business which we think may be of interest to you by email or similar technology (you can inform us at any time if you no longer require marketing communications);
- deal with enquiries and complaints made by or about you relating to the website.
4. Disclosures
We may disclose information about you to any of our employees, officers, agents, suppliers or subcontractors] insofar as reasonably necessary for the purposes as set out in this privacy policy. In addition, we may disclose information about you:
- to the extent that we are required to do so by law;
- in connection with any legal proceedings or prospective legal proceedings;
- in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and
- to the purchaser (or prospective purchaser) of any business or asset which we are (or are contemplating) selling.
Except as provided in this privacy policy, we will not provide your information to third parties.
6. Security of your personal data
We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.
Of course, data transmission over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.
7. Policy amendments
We may update this privacy policy from time-to-time by posting a new version on our website. You should check this page occasionally to ensure you are happy with any changes.
We may also notify you of changes to our privacy policy by email.
8. Your rights
You may instruct us to provide you with any personal information we hold about you. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00).
9. Third party websites
The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.
10. Updating information
Please let us know if the personal information which we hold about you needs to be corrected or updated.
11. Contact
If you have any questions about this privacy policy or our treatment of your personal data, please write to us by email or by post - see our Contact Us page for details.
1. What information do we collect?
We may collect, store and use the following kinds of personal data:
- information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type, referral source, length of visit and number of page views;
- information that you provide to us for the purpose of contacting us requesting further information or contact;
- information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;
- any other information that you choose to send to us.
2. Cookies
A cookie consists of information sent by a web server to a web browser, and stored by the browser. The information is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.
We may use "session" cookies and "persistent" cookies on the website. We may use the session cookies to keep track of you whilst you navigate the website. We may use the persistent cookies to enable our website to recognise you when you visit.
Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted, or until they reach a specified expiry date.
Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer you can refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector. Blocking all cookies will, however, have a negative impact upon the usability of many websites.
3. Using your personal data
Personal data submitted on this website will be used for the purposes specified in this privacy policy or in relevant parts of the website. We may use your personal information to:
- improve your browsing experience by personalising the website;
- enable your use of the services available on the website;
- send you general (non-marketing) commercial communications;
- send you email notifications which you have specifically requested;
- send to you marketing communications relating to our business which we think may be of interest to you by email or similar technology (you can inform us at any time if you no longer require marketing communications);
- deal with enquiries and complaints made by or about you relating to the website.
4. Disclosures
We may disclose information about you to any of our employees, officers, agents, suppliers or subcontractors] insofar as reasonably necessary for the purposes as set out in this privacy policy. In addition, we may disclose information about you:
- to the extent that we are required to do so by law;
- in connection with any legal proceedings or prospective legal proceedings;
- in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and
- to the purchaser (or prospective purchaser) of any business or asset which we are (or are contemplating) selling.
Except as provided in this privacy policy, we will not provide your information to third parties.
6. Security of your personal data
We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.
Of course, data transmission over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.
7. Policy amendments
We may update this privacy policy from time-to-time by posting a new version on our website. You should check this page occasionally to ensure you are happy with any changes.
We may also notify you of changes to our privacy policy by email.
8. Your rights
You may instruct us to provide you with any personal information we hold about you. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00).
9. Third party websites
The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.
10. Updating information
Please let us know if the personal information which we hold about you needs to be corrected or updated.
11. Contact
If you have any questions about this privacy policy or our treatment of your personal data, please write to us by email or by post - see our Contact Us page for details.
