1. Application

These Terms and Conditions apply to the provision of the services detailed in the proposal (“Services”) by stickee technology limited  (“stickee”) to you the client (“Client”).

No other terms and conditions will apply to the provision of Services whenever delivered unless agreed upon in writing between stickee and the Client.

  1. Services

2.1 stickee will use reasonable care and skill in its performance of the Services and will use its best and reasonable endeavours to complete its performance of the Services within the time agreed.

2.2 If stickee provides services in the form of maintenance support, stickee and the client will agree a number of hours per month and a fee for those hours. If the work exceeds the time agreed in any one month the client will be invoiced at stickee’s current hourly support rate.

2.3 All development methods used by stickee are at the complete discretion of stickee. stickee will select the appropriate development method to deliver the service to the Client.

  1. Hosting Services

3.1 The Client represents and warrants that the following content will not be stored on or linked to stickee servers:

  1.     a) Illegal Material – Includes copyrighted works, commercial audio, video or music files, and third party material or intellectual property in violation of any governmental regulation and/or without the relevant authorisation.
  2.     b) Adult Material – Includes all pornography, erotic images, or otherwise lewd or obscene content.  The designation of “adult material” is left entirely to the discretion of stickee.
  3.     c) Spamming – i.e. the unsolicited sending of electronic mail messages is prohibited and the Client warrants and represents that there will be no practice of spamming in connection to the Services offered.

3.2 The Client shall endeavour that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.

3.3 While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.

3.4 Hosting should be either paid quarterly (3 monthly) or annually in advance by the Client.

3.5 If any payment for hosting has not been paid by the Client at the start of a given quarter/annual period stickee reserves the right to take down the Services with at least ten working days written notice to the Client.

3.6 If a Client wishes to terminate the Hosting Services with stickee the Client must give at least one full calendar months notice. In such case, any pre-paid calendar months remaining will be credited back to the Client by stickee.

3.7 If a Client wishes stickee to assist in a transfer of the Hosting to another service provider whether a 3rd party or internally, a charge will be made for the administration time required to change to the other service provider.

3.8 On reasonable notice to the Client, stickee shall take the required steps it determines to be necessary to maintain the Services, which may include (without limitation) altering or suspending services during maintenance.

  1. Client Obligations

4.1 The Client will use its best and reasonable endeavours to provide stickee with access to any relevant information, materials, properties and other matters which are required to enable stickee to provide the Services including and not limited to the supply and creation of good and accurate copy when scheduled or requested to do so by stickee.

4.2 The Client will use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable stickee to provide the Services.

4.3 stickee will not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4.

4.4 The Client shall keep secure any identification, password and/or other confidential information relating to accounts owned/provided.  The Client will notify stickee immediately of any known or suspected unauthorised use of the Client’s account or breach of security; including loss, theft or unauthorised disclosure of the Client’s password and/or other security information.

  1. Fees and Deposit

5.1 The fees excluding VAT (“Fees”) for the Services are set out in the proposal. The fee will include the cost of two rounds only of written amendments from the Client once the development is completed and before it goes live unless otherwise stated in the proposal.

5.2 In addition to the fees including any amendments after the initial two rounds of amendments as detailed in clause 5.1 the Client will pay stickee for any additional services requested by the client in writing and provided by stickee that are not specified in the proposal. Such additional fees are calculated and invoiced in accordance with stickee’s current, applicable daily or hourly rate whichever is appropriate.

5.3 Further, if delays are caused by the client, stickee reserves the right to reschedule the work at its discretion.

5.4 If the client requires a substantial change stickee will quote for the additional work and complete the work upon acceptance.

5.5 Payment of the Fee will be as follows: 50% including VAT on signature and acceptance of the proposal by way of a non refundable deposit (the “deposit”), and a further 50% including VAT when stickee formally upon completion of the product.

5.6 stickee will raise Payment invoices in respect of Services. Payment terms will be within 30 days of the payment notice. An upfront payment of the deposit is required before the start of any project phase.

5.7 stickee reserves the right to charge interest at 2% above The Bank of England base rate until payment is received in full. If extra services are required by way of debt recovery management, this will also be passed onto the Client as part of their settlement.

5.8 Time shall be of the essence for the payment of the Contract between the Client and stickee. If the Client does not pay any or all of the Fees (including any applicable interest) as stipulated, stickee has the right to withhold provision of the Services until payment is received or stickee may terminate in accordance with Clause 8.

5.9 The Deposit is non-refundable unless stickee fails to provide the Services and is at fault for such failure (where the failure is not the fault of stickee, no refund shall be made).

  1. Quotation, Contract and Variation

6.1 Having issued a proposal which is a contractual offer to provide the Services, stickee agrees to enter into a contract for the provision of Services upon the Client’s written acceptance of the proposal and of these Terms and Conditions hereby stated.

6.2 The proposal is valid for a period of 60 days from the date of the proposal unless expressly withdrawn by stickee at an earlier given time.

6.3 If the Client wishes to vary any details of the Services it must notify stickee in writing as soon as possible. stickee will endeavour to make any required changes and additional costs will be invoiced to the Client as stated in Clause 5.

6.4 If, due to circumstances beyond its control, stickee has to make any change in the Services or the arrangements relating to the provision of the Services it will notify the Client with immediate effect.

  1. Design Credit

7.1 A link to stickee will appear in either small type or in the way of a small graphic at the bottom of the Client’s Project.  If a graphic is used, it will be designed to fit in with the overall project design. By definition “Credits” includes the showcasing of Client work on both stickee’s physical and digital portfolios.

7.2 In certain circumstances, stickee may agree to withhold credits from a Client’s work. This will only be accepted if discussed with stickee in the proposal stages and is written as part of the Client’s initial requirements.

7.3 All quotations are priced based upon a certain amount of added value which includes publicity, accreditation, association and portfolio build-up that a project provides to our business. Therefore, stickee reserves the right to re-adjust the original quotation in cases where the Client has advised us of the need to hide credits after the start of production. Any adjustment cost will be justified by the potential loss of any future business.

  1. Termination

8.1 stickee may terminate the provision of the Services immediately if:

    (a) the Client commits a material breach of its obligations under these Terms and Conditions including non or late payment; or

    (b) the Client is/or becomes the subject of a bankruptcy order, receivership, insolvency or takes advantage of any other statutory provision for the relief of insolvent debtors.

8.2 The client may terminate by giving ten working days written notice and must pay for all work completed calculated on a pro-rata basis.

8.3 In no circumstances will stickee be liable for consequential loss or damage in respect of the services provided or termination.

  1. Intellectual Property

9.1 Unless expressly released with a signed intellectual property rights (“IPR”) agreement, stickee reserves all copyright and any other intellectual property rights which may subsist in connection with the provision of the Services. stickee reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.

9.2 Unauthorised use of concepts, designs or inventions contained within documents supplied by stickee to the Client are considered a breach of copyright regardless of their commercial benefit.

  1. Liability and Indemnity

10.1 If stickee fails to perform the Services with reasonable care and skill it will carry out  required remedial action at no additional cost to the Client.

10.2 stickee will not be liable to the Client for consequential or other losses or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control or if caused by the Client.

  1. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to; power failure, Internet Service Provider failure, industrial disputes, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, government  action or any other event that is beyond the control of the party in question.

  1. Communications

12.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party) and addressed to the most recent address or email address notified to the other party.

12.2 Notices shall be deemed to have been duly given;

    (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

    (b) when sent, if transmitted by email and a successful return receipt is generated;

    (c) on the fifth business day following mailing, if mailed by national postal service.

  1. No Waiver

No waiver by stickee of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

  1. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

  1. Governing Law and Jurisdiction

These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  1. General Disclaimer

Stickee Technology Limited disclaims all warranties, either express or implied, including the warranties or merchantability and fitness for a particular purpose.  In no event shall Stickee Technology Limited be liable for any damages whatsoever including direct, indirect, incidental, consequential, loss of business profits or special damages, even if Stickee Technology Limited or third party agents have been advised of the possibility of such damages.

  1. Data Protection

17.1 The Supplier shall process personal data for the Client in accordance with Art. 4 No. 2 and Art. 28 GDPR on the basis of this Agreement.

17.2. Object, nature, and purpose of the collection, processing or use of data

The object, nature and purpose of any possible collection, processing, or use of personal data, the nature of data, and the People Affected shall be described to the Supplier by the Client in accordance with Appendix 1 of this document as completed by the Client, insofar as this is not governed by the contractual relationships described the content of Section 1 of this document. The provision of the contractually agreed upon data processing shall occur exclusively in a member state of the European Union or in another member state party to the Agreement on the European Economic Area. Any transfer to a third country shall require the prior consent of the Client and may only occur if the special conditions defined in Articles 44 et seq. of the GDPR are fulfilled.

17.3. Technical and organisational measures in accordance to Art. 32 GDPR (Art. 28 Para. 3 Sent. 2 Clause c of the GDPR)

Before the commencement of data processing, the Supplier shall document the execution of the necessary technical and organisational measures defined in advance of the awarding of the Order or Contract, specifically with regard to the detailed execution of the Agreement or Contract, and shall present these documented measures to the Client for inspection (See Appendix 2 of this document). Upon acceptance of said documents by the Client, the documented measures become the foundation of the contract. Insofar as the inspection/audit by the Client shows the need for amendments, such amendments shall be implemented by mutual agreement.

The Supplier shall establish the security of the data in accordance with Art. 28 Para. 3

The technical and organisational measures shall be subject to technical progress and further development. In this respect, the Supplier is permitted to implement alternative adequate measures. The safety level of the specified measures must not be compromised. Substantial changes must be documented.

Sent. 2 Clause c, and Art. 32 GDPR in particular in conjunction with Art. 5 Para. 1 and Para. 2 GDPR. The measures to be taken are measures of data security and measures that guarantee a protection level appropriate to the risk concerning confidentiality, integrity, availability and resilience of the systems. The state of the technology; implementation costs; the nature, scope, and purposes of processing; as well as the probability of occurrence and the severity of the risk to the rights and freedoms of natural persons within the scope of Art. 32 Para. 1 GDPR must be taken into account.

  1. Correction, restriction, and deletion of data

(1) The Supplier is not entitled of his own authority to delete or restrict the processing of data processed on behalf of third parties. Insofar as an Affected Person contact the Supplier directly in this respect, the Supplier will immediately forward this request to the Client without delay. (2) Insofar as the scope of services includes, the following are to be ensured without undue delay by the Supplier in accordance with the Client’s documented instructions: a deletion policy, the “right to be forgotten”, data correction, data portability, and data disclosure.

  1. Quality assurance and other duties of the Supplier

In addition to complying with the provisions of this agreement, the Supplier shall comply with statutory obligations in accordance with Articles 28 to 33 GDPR; in this respect, the Supplier shall particularly ensure compliance with the following requirements:

Mr Giles Brown (+44 121 704 5605, dataprotection@stickee.co.uk) is appointed to the role of Data Protection Officer by the Supplier. The Client shall be notified of any change of the Data Protection Officer. The Data Protection Officer’s current contact details are easily accessible on the Supplier’s website.

Confidentiality in accordance with Art. 28 Para. 3 Sent. 2 Clause b, Art. 29 and Art. 32 Para. 4 GDPR. The Supplier entrusts only such employees with the data processing defined in this agreement who have been bound to confidentiality and have previously been familiarized with the data protection provisions relevant to their work. The Supplier and any person acting under its authority who has access to personal data may only process that data in accordance with the instructions of the Client (which includes the powers granted in this Agreement) unless otherwise required to do so by law.

The implementation and observance of all technical and organizational measures necessary for this Agreement in accordance with Art. 28 Para. 3 Sent. 2 Claus c, Art. 32 GDPR are specified in Appendix 2 of this Agreement.

The Supplier and the Client shall, upon request, cooperate with the supervisory authority in the performance of their duties.

The Client shall be informed immediately of any inspections and measures conducted by the supervisory authority, insofar as they relate to this Agreement or Contract. This also applies insofar as the Supplier is under investigation or is party to an investigation by a competent authority in connection with infringements to any civil or criminal law, administrative rule, or regulation regarding the processing of personal data in connection with the processing of this Agreement or Contract.

Insofar as the Client is subject to an inspection by the supervisory authority, an administrative or summary offence or criminal procedure, a liability claim of an Affected Person or a third party or any other claim in connection with the processing of the Agreement or Contract by the Supplier, the Supplier shall make every effort to support the Client to the best of his ability.

The Supplier shall regularly monitor their internal processes.

The Client may request documentation to verify the execution of the Technical and organisational measures taken by the Supplier in accordance with section 3 of this Agreement.

Technical and organizational measures to ensure that the processing in his area of responsibility is executed in accordance with the requirements of the applicable data protection law and that the rights of the Affected People are protected.

  1. Subcontracts

For the purposes of this Agreement, subcontracting relationships are defined as those services which relate directly to the provision of the principal commission. This does not include ancillary services which the Supplier uses, e.g. telecommunications services; postal/ transport services; maintenance and user support services; as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing systems. However, the Supplier is obligated to make appropriate and legally binding contractual arrangements and implement appropriate inspection measures to guarantee data protection and data security of the Client’s data, even in the case of outsourced ancillary services.

  1. The Client’s inspection rights

The Client shall have the right to implement inspections in consultation with the Supplier or to have them implemented by inspectors designated in individual cases.

The Supplier shall ensure that the Client can verify the Supplier’s compliance with the obligations under Article 28 of the GDPR. The Supplier is obligated to provide the Client with the necessary information upon request and in particular to provide proof of the implementation of the Technical and organizational measures.

Evidence of such measures which concern not only this specific Agreement or Contract maybe provided by compliance with approved codes of conduct pursuant to Article 40 GDPR; certification according to an approved certification procedure in accordance with Article 42 GDPR; current auditor’s certificates, reports, or excerpts from reports provided by independent bodies (e.g. an auditor, Data Protection Officer, IT security department, data privacy auditor, quality auditor); or a suitable certification by IT security or data protection audit.

The Supplier may assert a claim for remuneration for enabling the Client’s inspections.

  1. Communication in the case of infringement by the Supplier

The Supplier shall assist the Client in complying with the obligations concerning the security of personal data, reporting requirements for data breaches, data protection impact assessments, and prior consultations referred to in Articles 32 to 36 of the GDPR. These include:

Ensuring an adequate level of protection with the Technical and organizational measures that take into account the circumstances and purposes of the data processing, the projected probability and severity of potential breaches of the law due to security vulnerabilities, and measures that enable relevant breaches of the law to be detected immediately.

The obligation to immediately report violations of personal data to the Client.

The duty to assist the Client with regard to the Client’s own obligation to provide information to the Affected People and, in this context, to immediately inform the Client of its own obligations.

Assisting the Client with his data protection impact assessment.

Assisting the Client with regard to prior consultation with the supervisory authority.

The Supplier may claim compensation for support services which are not included in the description of the services and which are not attributable to failures on the part of the Supplier.

  1. The Client’s authority to issue instructions

The Client shall immediately confirm oral instructions (at the minimum in text form).

The Supplier shall inform the Client immediately if he believes that an instruction violates data protection regulations. The Supplier shall then be entitled to suspend the execution of the relevant instructions until the Client confirms or alters said instructions.

  1. Deletion and return of personal data

Copies or duplicates of the data shall not be created without the knowledge of the Client, with the exception of backup copies as far as they are necessary to ensure proper data processing as well as data required for compliance with statutory storage obligations.

After conclusion of the contracted work, or earlier upon request by the Client, at the latest upon termination of the Service Agreement, the Supplier shall submit to the Client or – subject to prior consent – destroy all documents, processing and utilization results, and data sets related to the contract that have come into its possession in accordance with data protection law. The same applies to any and all connected test and scrap material. Upon request, the Supplier shall provide the Client with information on nature and the time of the data’s deletion. (3) The Supplier shall retain documentation that proves that data was processed in an orderly and contractual manner after the respective contract period has elapsed in accordance with respective retention periods beyond the end of the contract. Alternatively, the Supplier may be absolved of this duty by transferring said documentation to the Client upon the termination of the contract.

  1. Other agreements

11.1. Reimbursement

A fee for this contract is not required.

If the Client requires assistance in answering inquiries from Affected People as described in section 4 of this Agreement, the Client shall be required to reimburse the Supplier for such assistance.

If the Client exercises monitoring rights as described in section 7 of this Agreement, the amount of remuneration to be agreed upon will be based on the fixed hourly rate of the Supplier’s employee who is instructed to supervise the auditor.

If the Client issues instructions to the Supplier as described in section 9 of this Agreement, the Client shall be required to pay any costs that result from these instructions.