The information contained in these documents is confidential, privileged and only for the information of the intended recipient and maynot be used, published or redistributed without the prior written consent of Interim Digital LTD
1. Application and Entire Agreement
1.1 These Terms and Conditions apply to the provision of the services detailed in our quotation or Statement of Work (SoW) (Services) by Interim Digital LTD, a company registered in England and Wales under number 11094552, whose registered office is at 5.15 Windsor House, Harrogate, HG1 1PW (we, us, or Service Provider), to the person buying the services (you or Customer).
1.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services, whichever occurs first. These Terms and Conditions and our quotation together form the entire agreement between us (the Contract).
1.3 You acknowledge that you have not relied on any statement, promise, or representation made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or which are implied by trade, custom, practice, or course of dealing.
2. Interpretation
2.1 A business day means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
2.2 Headings are for convenience only and do not affect interpretation.
2.3 Words importing the singular include the plural and vice versa.
3. Services
3.1 We warrant that we will use reasonable care and skill in performing the Services and that they will comply with the quotation and any specification in all material respects.
3.2 We may make changes to the Services where required to comply with applicable law or safety requirements and will notify you where this is necessary.
3.3 We will use reasonable endeavours to complete the Services within agreed timescales. Time is not of the essence.
3.4 These Terms and Conditions apply to the supply of goods as well as Services unless otherwise stated.
4. Your Obligations
4.1 You must obtain all necessary permissions, consents, and licences and provide access to all relevant information, materials, and properties required to deliver the Services.
4.2 Failure to comply with this obligation may result in termination of the Services.
4.3 We are not liable for delays or failures caused by your non compliance with this section.
5. Budget Management and Tracking
5.1 This clause applies where paid media services form part of the Contract.
a. Interim Digital undertakes due diligence to ensure freelancers have appropriate budget tracking processes in place. You remain responsible for oversight of all paid media budgets.
b. You must ensure internal budget processes are clear, accurate, and communicated to freelancers, including providing access to relevant systems.
c. While we support transparency and good financial stewardship, we are not liable for overspend, underspend, or discrepancies arising from insufficient oversight or incomplete information.
6. Fees
6.1 Fees are set out in the quotation and charged on a time and materials basis.
6.2 In addition to Fees, you may be charged for:
Reasonable incidental expenses
Third party services required to deliver the Services
Materials required for delivery
6.3 Additional services not included in the quotation will be charged at our applicable daily rate unless otherwise agreed.
6.4 Fees exclude VAT and other applicable taxes.
7. Cancellation and Amendment
7.1 We may withdraw or amend a quotation within five days if not accepted.
7.2 Either party may cancel an order prior to acceptance of the quotation.
7.3 Amendments to Services must be requested in writing. Any additional costs will be invoiced.
7.4 Where changes are required due to circumstances beyond our control, we will notify you and minimise disruption where possible.
8. Payment
8.1 Invoices will be issued on completion of Services or in line with agreed invoice dates.
8.2 Payment is due within 30 days of the invoice date unless otherwise agreed.
8.3 Time for payment is of the essence.
8.4 Late payments will incur interest at 10 percent per annum above the Bank of England base rate.
8.5 Payments must be made in full without deduction or set off.
8.6 We may suspend Services for non payment.
8.7 Receipts are issued on request only.
8.8 All payments must be made in GBP unless agreed otherwise.
9. Subcontracting and Assignment
9.1 We may assign or subcontract our rights and obligations.
9.2 You may not assign or subcontract without prior written consent.
9.3 You must not directly engage Interim Digital subcontractors during the contract or for 12 months after completion without consent.
9.4 Recruiting a freelancer within six months of engagement end will incur a recruitment fee equal to 15 percent of one year’s salary.
10. Independent Contractors
10.1 All Services are delivered by Interim Digital and its independent contractor network. No employment, partnership, or agency relationship is created.
11. Termination
11.1 We may terminate Services immediately if you:
Commit a material breach
Fail to make payment when due
Become insolvent or subject to insolvency proceedings
12. Intellectual Property
12.1 All intellectual property rights in goods supplied remain with us. We reserve the right to enforce these rights.
13. Liability and Indemnity
13.1 Our total liability is limited to the total Fees payable under the Contract.
13.2 We are not liable for indirect or consequential losses, loss of profits, data, business, reputation, or delays beyond our control.
13.3 You indemnify us against losses arising from damage caused by you or your agents.
13.4 Nothing limits liability for death, personal injury, fraud, or unlawful exclusion.
14. Data Protection
14.1 The Customer acts as Data Controller and the Service Provider as Data Processor under GDPR.
14.2 Personal Data will only be processed as required to deliver the Services.
14.3 Appropriate technical and organisational security measures will be maintained.
14.4 Our Data Protection Policy is available on our website. Enquiries should be sent to info@interim.digital.
15. Circumstances Beyond a Party’s Control
15.1 Neither party is liable for failure or delay caused by events beyond reasonable control. If delays exceed 90 days, either party may terminate the Services.
16. Notices
16.1 All formal notices must be made in writing and sent by email or post to the most recent contact details provided.
17. Waiver
17.1 No failure or delay in exercising rights constitutes a waiver.
18. Severance
18.1 Any unenforceable provision will be severed without affecting the remainder of the Terms and Conditions.
19. Law and Jurisdiction
19.1 This Agreement is governed by the law of England and Wales. All disputes are subject to the exclusive jurisdiction of the English and Welsh courts.