Contract for Services

This document (referred to as the ‘Agreement’) establishes the terms and conditions under which services will be provided; and will govern the relationship between the Parties.

The ‘Parties’

• Sleeping-Bunnies (referred to as ‘SB’)

and

• The Person named in the Order Form (referred to as ‘the Client’)

Terms and conditions.

• The Client may submit an order by submitting via SB’s website:
  • selecting an Artwork from the range shown on SB’s website and submitting a completed Order Form; or
  • completing a Custom Artwork Form where the Client wishes SB to create a bespoke image;.

• Where the Client completes a Custom Artwork Form SB shall provide the Client with a quotation.

• The Agreement shall be commenced upon SB providing a confirmation of the Client’s order.

• By submitting an order, the Client acknowledges and confirms that they are legally authorised, eligible, and entitled to do so.

• As the services are personalised or bespoke Artwork, once the Client has provided SB with the digital photograph, the Agreement has been made and is non-cancellable.

• When submitting an order the Client will be asked to
  • agree to these terms and conditions;
  • give consent to SB to use the digital photographs for its own publicity purposes where any person in the published digital photograph can be personally identified (no consent is required where a person cannot be personally identified, for example where publishing the Artwork includes only a small portion of a persons face that would not allow the person to be identified), if the digital photograph is of a child over the age of 13 the Client warrants that the consent is given by the child, if the child is under the age of 13 then consent must be given by a person who has parental responsibility for the child. Where consent is given, the consent may be withdrawn at anytime by informing SB that consent has been withdrawn;

• If the Client Withdraws consent SB shall remove all images published and use all reasonable endeavours to remove images from search engines but the Client accepts that it may take some time for images to be removed from caches associated with search engines or other technologies.

2. The Services.

• SB creates hand drawn electronic illustrations (the ‘Artwork’) which are imposed onto the Client’s digital photograph.

• When Providing a confirmation of order the Client shall receive an email address to forward a copy of the digital photograph.

• The digital photograph provided by the Client shall be in a JPEG, PNG, or PDF format, unless otherwise agreed by SB.

• The standard production time for creating the Artwork is 21 days from SB receiving a copy of the Client’s digital photograph however services can take longer and time is not of essence to the contract. The Client shall have the option of selecting a premium service for a faster turnaround time which is subject to SB’s availability and workload at that time.

• SB shall endeavour to follow any instructions, preferences and requirements requested by the Client; however, SB shall be granted artistic licence in respect of the design and creation of the Artwork taking into account any technological limitations and if any such limitation prevent or limit any original intentions or specifications then SB may apply an alternative solution.

• When providing Services, SB shall use reasonable skill and care but cannot guarantee that the detail, colours, size, proportions, and appearance of the Artwork will be an exact match with the illustrations and examples shown on SB’s website as
  • each Artwork is individually hand drawn by SB; and
  • the illustrations and examples may be distorted by the device and user settings of the device that the Client uses to access SB’s website..

• Where any photographs are printed by the Client SB cannot guarantee colour matching as it is dependent on settings, limitations, and quality of the printer.

• The Client shall cooperate with SB and provide all information and documentation reasonably required for the Services to be performed and, Any delay in the Client providing any information, documentation or permission may impede or delay the Services being performed or provided or delivered.

• The Client will be responsible for procuring any third-party co-operation or permission required or necessary and warrants to have obtained parental consent if the digital photograph is of a child and the person making the order does not have parental responsibility.

• The Services cannot be used in any way:
  • which is inconsistent with any law, regulation, order from a court of competent jurisdiction, statutory rule or code of conduct or practice, this Agreement and any guidelines or policies which SB may publish from time to time, or in any way that promotes any such activity;
  • which breaches a third Party’s Intellectual Property rights and privileges;
  • that invades or breaches the privacy of another person.

3. Fees and Charges.

• In return for providing the Services SB shall be entitled to charge, and the Client obliged to pay the charges stated in the Order Form or quotation.

• No Services will be provided until SB has received payment from the Client in Cleared funds.

4. Intellectual Property and licenses.

• ‘Intellectual Property’ means all rights, benefits and privileges provided in law or contract in relation to the ownership, protection and use of creative works, including but not limited to patents, trademarks, service marks, design and design rights, database rights, copyright, moral rights, know-how, trade secrets, trade or business names and any other industrial, proprietary or other similar protected rights (whether registered or not).

• All Intellectual Property rights and privileges in the Artwork created or designed by SB in delivering the Services shall be retained and owned by SB.

• SB grants to the Client a perpetual, royalty free. Non-transferable, non-sublicensable, non-exclusive license to download, view, print and share the Artwork to the extent that the Client can use the digital photograph in the normal ways that a personal photograph would be used, the Client cannot:
  • use the Artwork for commercial purposes;
  • edit, change, or manipulate the Artwork;

• SB will never knowingly provide any Artwork that will infringe the Intellectual Property rights of a third party but in the event that any Artwork created or provided by SB becomes subject to any complaint, claim or action as a result of an inadvertent breach of Intellectual Property then SB shall at its own expense carry out any changes required or necessary to remedy the breach.

• SB reserves the right to incorporate into the Artwork any mark or use technical method designed to protect and manage its intellectual Property against unauthorised use, reproduction, copying, plagiarism, distribution, transmission, broadcast.

• The Client and guarantees that they either own the digital photograph provided, or the photograph is being provided with the permission of the owner of the digital photograph and the Client grants SB nonexclusive, royalty free license or sublicense to
  • use, edit and modify the digital photograph for the purposes of delivering the Services; and
  • use the digital photograph for its own publicity and advertising purposes unless consent for that purpose is denied or withdrawn.

• If any third-party Material provided by the Client is subject to any restrictions or limitations it shall be the Clients responsibility to inform SB of those restrictions or limitations. The Client will hold harmless, protect, defend, and indemnify SB and its employees, subcontractors, agents and service providers from any claim, action, damages, loss, tariff, fees, costs, expenses, fine, penalty or sanction arising from the use of the digital photograph provided by the Client.

5. Termination

• Unless otherwise agreed, this Agreement shall Terminate;
  • upon completion of the Services
  • for a breach of this Agreement where the non-breaching Party has given written notice of the breach and the breaching Party has not rectified the breach within 14 days of the date of the notice, unless the notice includes a different period;
  • if the Client implements a chargeback or similar reversal of a payment received by SB;
  • if either Party become incapable of performing their obligations due to death, incapacity, bankruptcy, insolvency or winding up;
  • otherwise by mutual consent.

• Termination is effected by service of a written notice, except where Termination arises under clause 5.1.1.

6. Effects of termination

• Unless otherwise stated, both Parties shall be relieved of their contractual obligations, however termination shall not affect or reduce any accrued right, obligations or benefits accrued up to the date of termination.

• Any license, right or obligation that by their nature, intent, purpose or by specific contractual reference shall continue to have full effect except where termination for a breach of this Agreement or a reversal of charges paid by the Client and SB revokes the license in the written notice of termination.

7. Liabilities and indemnities.

• Except where this Agreement provides otherwise each Party shall not be liable to the other for damages special, indirect, consequential, exemplary, and punitive damages, loss of business, opportunity, goodwill, reputation, profits, income, revenue, use, production or anticipated savings and liability shall not exceed the financial value of all charges paid by the Client under this Agreement.

• Neither Party shall be held in breach of this Agreement, or held liable in damages for any event, delay or default resulting from Force Majeure event (A force of nature or ‘Act of God’) or conditions which do not arise as a result of a breach of a duty of care or negligence, including adverse weather, war, strikes, fires, floods, governmental restrictions, epidemic or pandemic, power failures, failure of suppliers, sub-contractors or carriers, interruptions or diversions to the flow of data over the internet, failure of telecommunications networks or other causes beyond the reasonable control of the Party.

• Each Party shall indemnify the other, on a full indemnity basis against all claims, actions, demands, fines, penalties, sanctions, costs, and expenses arising out of the Party’s own:
  • negligence;
  • breach of a statutory obligation or duty;
  • breach of any intellectual property rights or privileges of a third party;

• Nothing in this Agreement will limit or exclude a Party’s liability for:
  • death or personal injury resulting from negligence;
  • fraud or fraudulent misrepresentation;
  • any other liability which cannot be excluded or limited by law.

8. Personal Data

• In submitting an enquiry, order and performing the Services it will be necessary SB for SB to collect, process and store the personal data of the Client and the person or people in the digital photograph.

• SB shall only collect, process and store Personal Data:
  • in accordance with the Privacy Notice published on SB’s website; and
  • in compliance with data protection regulations including the General Data Protection Regulations, the Data Protection Act 2018 and any other subsidiary, replacement or amended regulations and authoritative guidance (collectively referred to as ‘DPR’) which control the collection, processing, and storage of Personal Data.
  • with a lawful purpose and to the extent necessary for the performance of this Agreement;
  • for as long as is necessary for the intended purpose for which it was collected.
  • keep the Personal Data confidential and ensure that all employees, representatives, agents, Subcontractors, Sub-processors, and suppliers who are involved in the processing of Personal Data are bound by a duty of confidentiality and have sufficient knowledge of DPR in order to comply with the requirements;
  • take such security measures as are required to enable it to ensure that such Personal Data at all times remains secure, taking account of the type of Personal Data and potential level of damage which may be suffered by Data Subject in the event of a Data Breach; but without limitation, ensure that appropriate technical and organisational measures are taken to protect against unauthorised access, unlawful Processing, accidental loss, or destruction to Personal Data;
  • promptly inform the Client of any Data Breaches as and when they occur irrespective of how minor or insignificant they appear at the time;
  • do all that is necessary to comply with a request from a Data Subject exercising a right under DPR or requiring the rectification, blocking, erasure, or destruction of any Personal Data;

• SB shall not sell, share, distribute, delete, or amend the Personal Data except
  • where required to do so by Law or order of a Court;
  • when it is necessary for the prevention of fraud or other criminal activity;
  • for the purposes of establishing, exercising, or defending legal rights;
  • if required to by a purchaser in the event of SB selling its businesses;
  • to a third party sub-processor, agent, representative, contractor, or professional adviser to the extent necessary to perform a contractual obligation which contains provisions that mirror the obligations herein and any additional written instructions of SB to ensure the security of the Personal Data;

• if a sub-processor is based in a country outside of the UK. then SB will ensure the country is able to provide adequate provisions and assurances regarding the security of the Personal Data and any sub-processor who is not based in a country that provides or meets the recognised standards and thresholds, then the sub-processor must be subject to the model contract provided by the Information Commissioners Office.

9. Complaints and disputes

• If the Client is dissatisfied with any aspect of the Services the Client shall raise a complaint in writing with sufficient detail to enable SB to understand the issues, in addition to the remedy being sought.

• SB shall endeavour to respond to a complaint within 5 Business Days, if SB needs more than 5 Business Days to investigate the complaint, or to gather all the relevant information then SB shall advise the Client when they anticipate providing a response, which shall not be more than 28 days.

• Where a complaint is accepted, SB shall effect the required remedy without delay or charge.

• Where a complaint is rejected or the remedy required by the Client is excessive or unreasonable the SB shall inform the Client in writing and include the reasons why that decision was made and the Parties shall attempt in good faith to resolve any disputed matters by negotiation between themselves or their appointed representatives, however if a remedy or resolution cannot be agreed the Parties shall refer the matter to mediation or arbitration by an independent third party and  share the cost of mediation or arbitration.

10. Notices

• Any notices necessary or required under the provisions of this agreement shall be served by hand or by way of recorded delivery mail or courier service or electronic mail.

• Notices shall be deemed to have been delivered immediately if by hand, upon signing if by recorded delivery or courier, or 1 hour after sending an electronic mail if the electronic mail has not been returned undelivered.

11. General

• SB may subcontract any of its obligations under the Agreement to a third party however SB shall remain liable to the Client for the subcontracted obligations.

• This Agreement is only available in the English language, if the Agreement is translated into any other language the English version shall always prevail.

• Unless expressly stated a person or company who is not Party to the Agreement shall not have any rights, benefits or obligations under this Guarantee or any part of it, under the Contract (Rights of Third Parties) Act 1999.

• No forbearance, indulgence, relaxing, inaction or delay in either Party enforcing performance, its contractual or legal rights shall prejudice, restrict, or otherwise adversely affect the rights of that Party to enforce its rights at a later date or later breach.

• If any provision of this Agreement is or shall become invalid or unenforceable in the opinion of a court of law, it shall in no way affect or diminish the remainder of the Agreement and it shall remain valid and enforceable to the fullest extent permitted by law. Both Parties shall seek and agree an alternative provision that is valid and enforceable and reflects the intent of the original term.

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

• Any disputes or claims shall be subject to the exclusive jurisdiction of the courts of England and Wales.