Legal Information

These terms are made between:
 
(1). Eat Sleep Colour Ltd, a company registered in Scotland at Companies House under Company Registration Number SC721832 of registered office address Holyrood Road, Edinburgh, EH8 8AE, Scotland and,
 
(2). You – any person purchasing an e-design service, referred to as the “Client” in these Terms.

The terms below (“Agreement” and “Terms”) are our agreement with you. By placing an order on our Website, you, the Client, acknowledge that you have read and agree to these Terms, which will apply to the provision of the Service (defined in clause 1 below) to you to the exclusion of any other terms. These Terms apply in addition to our privacy policy at http://www.eatsleepcolour.com/privacy-policy/ and Website Terms of Use at http://www.eatsleepcolour.com/privacy-policy/website-terms-use/ Where those conflict with these Terms prevail.

Background

(A) eat sleep colour provides a virtual interior design service operated by Eat Sleep Colour Ltd and consisting of various e-design packages and optional extra services to suit your needs.

(B) You want to receive virtual interior design services provided by us.

(C) eat sleep colour agree to supply the Service (defined in clause 1 below) and you agree to pay us for the Service subject to the terms and conditions of this Agreement.

1.1 In these Terms, the following words shall have the following meanings:
 
“Appointment” means an appointment booked by you with us for the purposes of an ‘On Site Brief & Measuring’ Service, where the extra service is selected;
 
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business;

“Charges” is defined in clause 4.

“Client”, “you” means an individual seeking a service offered by eat sleep colour via the eat sleep colour Website, or someone authorised to act on their behalf;
 
“Client Information” means information and documents such as floor plans, measurements, budget, deadline and digital images and any other information and/or documents that may reasonably be required from you for us to perform the Service and information and/or documents that we request from you or that we generally require and expect you to provide to us;

“Due Date” is defined in clause 4.3.

“Effective Date” is defined in clause 3.7

“Force Majeure Event” is defined in clause 19.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Order Confirmation” is defined in clause 3.7

“Price” means the prices displayed on our Website from time to time for the relevant Services.

“eat sleep colour, “we”, “us”, “our” means to Eat Sleep Colour Ltd, a company registered in Scotland under company registration number SC721832 of registered office address Holyrood Road, Edinburgh, EH8 8AE, its agents, staff and contractors;

“Services” means the services that you choose to order on the Website (defined below) and as confirmed in the Order Confirmation (defined in clause 3.7 below) sent to you;

“Virtual Design Plan” means an interior design plan we produce based on the Client Information;

“Website” means eat sleep colour’s website at www.eatsleepcolour.com or any other domain under our control from which we sell the Services;

“Your Default” means an event, occurrence or incident in which our performance of any of our obligations under these Terms is prevented or delayed by any act or omission by you, or there is a failure by you to perform any of your relevant obligations;

1.2. In these Terms, the following rules of the construction will apply:

1.2.1. clause and Schedule headings will not affect the interpretation of these Terms;

1.2.2. the Schedules form part of these Terms and will have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules. References to clauses and the Schedules are to the clauses and the Schedules of these Terms;

1.2.3. unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular;

1.2.4. a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);

1.2.5. a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.6. unless the context otherwise requires, a reference to one gender will include a reference to the other genders;

1.2.7. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.8. any obligation on a party not to do something includes an obligation not to allow that thing to be done;

1.2.9. any phrase introduced by the terms including, include, in particular, or any similar expression, will be construed as illustrative and will not limit the sense of the words preceding those terms; and

1.2.10. a reference to “in writing” in these Terms includes email.

2.1. In consideration of the fees set out below and/or on our Website we agree to provide the Services set out below.

2.2. We shall provide the Services with reasonable skill and care and as described on our Website, however any illustrations, descriptive matter, or advertising issued by us, and any descriptions or graphics contained in eat sleep colour promotional material (including on the Website), are issued or published for the sole purpose of giving an approximate idea of the services and Services described in them. They do not form part of these Terms nor have any contractual force.

3.1. Registration with eat sleep colour is free, subject to satisfactory verification of your email account. It is made clear on the Website at what point you commit to buying chargeable services.

3.2. We may at our discretion provide an interactive dashboard within the Website which will allow you to create or modify your preferences and display your order history. There may also be access to online support in whatever form we decide at our discretion. We reserve the right to modify our Website from time to time at our discretion. It is your responsibility to save a copy of your order history and we make no guarantees to ensure it is available from the Website for a period.

3.3. Our Website displays information about our Services, including the types of service available, our availability, pricing, and other relevant details. Prices are in pounds sterling and can be varied at any time without notice. Any quotation given is valid for thirty (30) days only.

3.4. On screen instructions on our Website set out how to place an order with us. To order, select one or more of the e-design packages depending on your budget and requirements, enter your personal information when prompted, and then pay by card as indicated on the Website. You may also select optional extra services on offer from time to time. eat sleep colour reserves the right to engage a commercial payment processor to receive and process payments from Clients and others, and for holding funds in escrow, where appropriate. Your order is an offer by you to buy the Service. We are only able to accept offers to perform Services in the UK.

3.5 The order process allows you to check and amend any errors before submitting your order. Check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate including any information supplied that can reasonably be deemed to affect performance of the Service.

3.6 After you place your order, you will receive an email or automated website communication from us acknowledging that we have received it, but this is subject to acceptance as provided in clause 3.7. below.

3.7 Our acceptance of your order takes place when we send an email or automated website communication to you to accept it (“Order Confirmation”), at which point and on which date (“Effective Date”) the Agreement between you and us will come into existence. This Agreement relates only to the Service confirmed in the Order Confirmation unless otherwise agreed in writing by you and us.

3.8 There is no obligation on us to accept a request for Services, at any time or at all.

3.9 If we are unable to supply you with the Service we will inform you of this by email and we will not process your order. If you have already paid for the Service we will refund you the full amount (less reasonable and incurred administration costs we may have incurred by your order if the reason for our inability to supply the Service is due to your providing inaccurate Client Information to us).

3.10. We may from time to time post on our website specifications and requirements for which the standard charging structure for our e-design service is not available. For space which measures over 4.5 m x 4.5 m or has a large open place space or multi-functional space, additional charges will apply. Subject to clause 3.8, we may, at our discretion, allow you to upgrade your e-design package from time to time in consideration of an additional payment.

4.1. In consideration of us providing the Services you must pay our charges in accordance with this clause 4 (“Charges”). The Charges are the prices quoted on our Website at the time you submit your order and these will be confirmed in the Order Confirmation.

4.2. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

4.3. We take full payment in advance of performing the Services and will only start work on your Virtual Design Plan once payment and all Client Information have been received. eat sleep colour expect Charges to be paid within 7 days of invoicing and must be paid within 14 days of invoicing (“Due Date”).

4.4. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

4.5. Penalty interest on late payments shall apply each day after the Due Date until payment of the Charges at a rate of eight percent (8%) above the base lending rate of the Bank of England from time to time.

4.6. You will pay all amounts due to eat sleep colour under these Terms in full without any deduction or withholding and you will not be entitled to assert any credit, set-off or counterclaim against eat sleep colour in order to justify withholding payment of any such amount in whole or in part.

4.7. We occasionally make available promotional discounts for e-design packages but these will not be applied retroactively to purchases that have already been made. Furthermore, these are personalised promotions and therefore only for the Client in receipt of the promotion.

4.8 Charges and other prices stated on the Website for the Services are correct at the time when the relevant information was entered into the system. It is always possible that, despite our reasonable efforts, some of the services on our Website may be incorrectly priced and if so we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing in such a case. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid even after the Effective Date has passed.

5.1. We offer the following packages to order on our Website (details on our Website):

5.1.1. Style package – a moodboard service;

5.1.2. Home package – a full e-design service;

5.1.3. Business package – a full e-design service; and

5.1.4. Colour Consultation package – a colour e-design service.

5.2. Once an e-design package has been selected, you should provide us with all Client Information via our Website. This is your opportunity to set out, in detail, the services required. Details we may require in the Client Information include (among other things) the location and size of the relevant rooms or spaces, the number and type of rooms of which the interiors are to be designed or re-designed, the style and type(s) of decorating and other aesthetic features required.

5.3. You warrant and confirm that the Client Information you disclose to us will be sufficient, accurate and complete in every respect and that you have full authority either as owner or co-owner (including consent from any co-owner of the property) or as a tenant of the property to place the order. It is your responsibility, not ours to ensure any changes you want to make to a property are permitted such as under your lease, head lease, tenancy agreement or under planning permission and other legislative requirements under all applicable local laws where you are based. You further warrant that you are 18 years or older or the age of majority in the country where you live if older.

5.4. Based on the Client Information, we then prepare a Virtual Design Plan, which is a tailored digital design for that specific room or space. You acknowledge and agree that any Virtual Design Plan we produce for you is intended for illustrative purposes only and is not intended to provide an exact specification for an interior design project nor to guarantee specific results, nor will it necessarily comply with any relevant construction laws, regulations or guidance, whether statutory or non-statutory. It is your responsibility to take your own advice on all such requirements.

5.5. Each package offers ‘design time’ with an allocated e-designer, during which period the e-designer is available by email support and guidance or additional telephone support. For the abundance of clarity, ‘design time’ does not include further substantial design work.

5.6. At all times during the e-design process, you are under an obligation to respond promptly and fully to us. Should contact cease for a continuous period of three (3) months or you fail to provide responses to us that, acting reasonably, we consider to be satisfactory in assisting the progression of your e-design, we will regard your project as completed and no further work will be carried out and we also reserve the right to terminate our Services forthwith in those circumstances.

5.7. We will offer a helpline and will also be contactable by e-mail at: hello@eatsleepcolour.com. We will use our best endeavours to respond within forty-eight (48) hours of the date and time of contact provided that the contact was on a Business Day, or forty-eight (48) hours from the next Business Day if the contact was not made on a Business Day.

5.8. For clarity, where an extra service has been agreed to include 3D renders of your e-design, ‘revision’ eligibility does not include additional 3D renders. Any such requests will be treated as substantial material revisions to the Virtual Design Plan and a quotation for additional fees will be provided to you.

5.9. Our Virtual Design Plan may specify other third party products and services that we reasonably believe may assist in implementing your design needs. We make these recommendations in good faith, but:

5.9.1. without offering or implying any warranty as to the fitness of the goods or services provided, a matter on which you should use your own due diligence;

5.9.2. we will not be liable for any losses or damages or other adverse financial consequences arising from a breach or failure of a third party contractor. You acknowledge and agree that in regard to a contractor, retailer and other person or recommendation that we make relating to or arising from the Virtual Design Plan, eat sleep colour acts strictly as a third party referrer and not a provider of such trades, goods and services of any kind, and all contractual relations and arrangements concerning the provision of such trades, goods and services are entirely a matter between you and the relevant contractor(s) and/or retailers and others, eat sleep colour is in no way responsible or liable for the provision of such services, and you shall fully indemnify eat sleep colour entirely in respect of any such third party claims against us and the financial consequences of any breach of contract or breach of duty on the part of you or the third party provider in the provision of the Services;

5.9.3. without limiting the provisions of clause 5.9.2, in addition, eat sleep colour does not accept any responsibility or liability for any incorrect furniture ordered by you or a third party, or furniture that may be the wrong size, wrong colour or arrive damaged;

5.9.4. eat sleep colour works on the assumption that you check the dimensions of the furniture pieces recommended to you before purchasing. eat sleep colour will not accept any liability or responsibility for furniture ordered by you that is not to your satisfaction or needs to be returned for any other reason. It is your responsibility to check any product ordered by eat sleep colour or by you to ensure that the products ordered will pass freely into the room of choice, that they will fit in that room, can be transported via any door, stairs and doorways, and there are no other issues that could add difficulties to delivery or frustrate delivery;

5.9.5. while eat sleep colour will reasonably endeavour to ensure that all retail product links provided to you in a Virtual Design Plan are current and in order to assist with purchasing the products, there is no guarantee that the furniture or accessories recommended by eat sleep colour will be available for purchase at all or within a specific time frame defined by you in your brief to us. If prices are provided as part of the e-design recommendation, there is no guarantee that you will find the article at the same price when you seek to order it; and,

5.9.6. we reserve the right to maintain commercial partnerships and affiliate relationships with these third-party goods and services providers, although you remain free to source furniture and other products from any company you choose.

5.10. Time shall not be of the essence in the rendering of the Services by us under these Terms.

6.1. We offer the following ‘Optional Extras’ to order with your package on our Website:

6.1.1.’On Site Brief & Measuring Service’;

6.1.2. 3D render of either the home or business package; and

6.1.3. E-design plans sent as a hard copy to your address.

6.2. If you select a service that includes an Appointment, you acknowledge and agree as follows:

6.2.1. Appointments may be restricted to certain geographical areas. Please check our Website for up-to-date eligibility information.

6.2.2. We reserve the right to refuse an Appointment for any reason or no reason and to refund you in full or in part in those circumstances.

6.2.3. Our ‘On Site Brief & Measuring Service’ option is not a full interior design service. While we may undertake indicative measurements of rooms and spaces, this will be for guidance and illustrative purposes only and it will be your responsibility to review, ensure and verify the accuracy of such measurements to your own satisfaction.

6.2.4. We will use reasonable endeavours to agree and book an Appointment with you at a time and on a date that is convenient to you, but we offer no guarantee. In the event an Appointment is varied or cancelled at your request and, despite our reasonable efforts, we are unable to agree on a new date and time, then clause 7 below will apply.

6.3. If you select an ‘Optional Extra service’, you agree that there may be further detail and specific terms relating to this as set out on our Website from time to time and those terms take precedence over these Terms in the event of any conflict. Subject to this, the following also applies:

6.3.1. If you select our ‘On Site Brief & Measuring Service’, we measure your desired space(s) with a laser measure and provide to-scale floor plans drawn on our software. These measurements are for information purposes and guidance and we neither offer nor imply any warranty as to their accuracy and you should rely on your own due diligence. eat sleep colour designers will endeavour to scale up floor plans provided by you or your contractor with reasonable accuracy. Eat sleep colour does however require you to check these floor plans are accurate and correct before beginning any form of design work such as hiring tradesmen, requesting quotes and purchasing furniture and other items.

6.4. If you choose your E-design plans to be sent in hard copy to your address in your order and we fail to deliver the hard copy E-design plans, our liability is limited as set out in clause 14 below and to providing you with a replacement of a similar description (or a refund for consumer sales at our discretion or where required by law). However, we will not be liable for a failure to deliver to the extent that any failure to deliver was caused by a Force Majeure Event (defined in clause 19), or because you failed to provide adequate delivery instructions or any other instructions or information that are releavnt to the supply of the hard copy e-design plans.

6.5. Where we attend at your premises you should ensure the area is safe and if there are any hazards we are told in advance. Likewise if there are any reasons we should not attend such as illness such as Covid 19 (coronavirus) you must let us know in advance and reschedule an appointment time.

7.1. You may cancel our Services within fourteen (14) days of the Effective Date by notifying us in writing, in which case you will be refunded the Charges less a sum that reasonably reflects the value of our Services already provided up to date of cancellation as you consent to our starting design work immediately. If the cancellation request is received more than fourteen (14) days after the Effective Date, you will not be entitled to a refund but we will supply you with all design work done up to that point of cancellation for which you have paid.

7.2. This clause 7 does not affect consumers’ statutory rights.

7.3. All refunds of any Charges under this Agreement must be paid to the card on which you originally placed your order except in exceptional cases agreed with us in advance.

You may from time to time be asked by us to provide qualitative feedback for the Service received. Where you do so you consent to our using such feedback without time limit other than any erasure right under data protection law. We may anonymise or pseudonymise reviews on request by a Client, or otherwise for the purpose of data protection where a Client’s account has been closed or terminated.

9.1 In addition to the warranties in clause 5.3 above, you shall ensure that:

9.1.1 the terms of your order are complete and accurate;

9.1.2 you cooperate with us in all matters relating to the Services and in particular to the Client Information;

9.1.3  you comply with all applicable laws and regulations;

9.1.4. you do not in any way imply that eat sleep colour is endorsing any products or services other than our own;

9.1.5. you do not misrepresent your relationship with eat sleep colour nor present any other false information about eat sleep colour; and

9.1.6. you do not otherwise use the name eat sleep colour or any trademarks displayed on our Website, or any other services we may provide, without the express written permission from eat sleep colour.

10.1. In the event of Your Default:

10.1.1. eat sleep colour will, without limiting its other rights or remedies, have the right to:

(a) suspend your access to the Website until you remedy Your Default to eat sleep colour’s satisfaction;

(b) to rely on Your Default to relieve eat sleep colour from the performance of any of its obligations under this Agreement including performance of the Services to the extent Your Default prevents or delays eat sleep colour’s performance of any of its obligations; and

(c) reimbursement by you to us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

10.1.2. eat sleep colour will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from eat sleep colour’s failure to perform, or delay in performing, any obligation; and,

10.1.3. you will reimburse eat sleep colour on written demand for any costs or losses sustained or incurred by eat sleep colour arising directly or indirectly from Your Default.

11.1. As between eat sleep colour and the Client, all Intellectual Property Rights in or arising out of or in connection with the Website and performance of the Services or this Agreement will be owned by eat sleep colour. Subject to clause 11.2 below, eat sleep colour licenses all such rights to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Services, save that certain third party rights are reserved. For example, product photographs used in mood boards are copyrighted to their respective owners. If our Services are cancelled or terminated, this licence will automatically terminate.

11.2. The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on eat sleep colour obtaining a written licence from the relevant licensor on such terms as will entitle eat sleep colour to license such rights to the Client.

11.3. The Client hereby warrants that any data, information, images or other content sent by the Client to us will not infringe the Intellectual Property Rights of any third party or otherwise not comply with all applicable laws and regulations. The Client will indemnify eat sleep colour against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by eat sleep colour arising out of or in connection with any breach by the Client of this clause 11.3.

12.1. You will keep in strict confidence all technical or commercial know-how, processes or initiatives which are confidential and have been disclosed to you by eat sleep colour, its employees, agents or subcontractors, and any other confidential information concerning eat sleep colour’s business or its products or its services which you may obtain.

12.2. eat sleep colour will restrict disclosure of your confidential information to such of its employees, agents or subcontractors as needed to know it for the purpose of discharging eat sleep colour’s obligations under these Terms, and will ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind you.

12.3. This clause 12 will survive termination of these Terms.

13.1. eat sleep colour is not responsible for any inaccurate content posted on the Website. The Website may be temporarily unavailable from time to time for maintenance or other reasons. eat sleep colour assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, Client communications. eat sleep colour is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Website, including injury or damage to Clients or any other person’s computer related to or resulting from use of the Service.

13.2. In addition to the other disclaimers and exclusions in these Terms, but subject always to clause 14.1 below, eat sleep colour does not warrant that (i). the Service will meet your specific requirements, (ii). the Service will be uninterrupted, timely, secure, or error-free, (iii). the results that may be obtained from the use of the service will be accurate or reliable, (iv). the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v). any errors in the Service will be corrected. The Service is provided “as-is” other than the express warranties given above and eat sleep colour disclaims all warranties, whether expressed or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. eat sleep colour cannot guarantee and does not promise specific results from the use of the Service. Except in jurisdictions where such provisions are restricted, in no event will eat sleep colour or any of eat sleep colour’s business associates (which for the purposes of these terms will include suppliers, advertisers, referrers, etc.) be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising your use of the Service, even if eat sleep colour has been advised of the possibility of such damages.

14.1. Nothing in these Terms will limit or exclude eat sleep colour’s liability for:

14.1.1. death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; or,

14.1.2. fraud or fraudulent misrepresentation

14.2. Subject to clause 14.1 above, you acknowledge and agree that:

14.2.1. eat sleep colour’s Service is a virtual interior design, not a traditional interior design service, and we do not offer nor imply the warranties and representations that would normally accompany a professional service;

14.2.2. where we discuss your specific design needs, this should not be treated as advice, but as guidance and for information only;

14.2.3. while reasonable efforts are made to ensure our Virtual Design Plan matches your needs, the Virtual Design Plan (and any plans, specifications, lists, information and documentation whatsoever it contains) is for illustrative purposes only and not to be relied on; and

14.2.4. at all times you must rely on your own due diligence in evaluating and seeking to implement the Virtual Design Plan.

14.2.5. ‘Optional Extras’ such as our ‘On Site Brief & Measuring Service’, may be available from time to time, but we neither offer nor imply any warranty or guarantee as to the availability of these additional services;

14.2.6. eat sleep colour will under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss arising under or in connection with these Terms;

14.2.7. eat sleep colour will under no circumstances be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond eat sleep colour’s control; and

14.2.8. eat sleep colour’s total liability to the Client in respect of all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the Charges incurred by the Client for the corresponding Service. 

14.3. This clause 14 will survive termination of these Terms.

You agree to indemnify and hold eat sleep colour, its subsidiaries (if any), affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms or your breach of any law or the rights of a third party which leads to us suffering loss.

16.1. The Parties acknowledge that with regards to their relationship and all the data, including but not limited to customer data, eat sleep colour is the Data Controller and Data Processor, such meaning has been given to them under the Data Protection Act 2018 and UK GDPR.

16.2. eat sleep colour will not use any data collected through the Services for any purpose other than the fulfillment of, and marketing and promotion of, the Services.

16.3. eat sleep colour will retain your data for as long as is necessary, and for a period of up to six (6) years following the closure or termination of your account. We may:

16.3.1. share your customer data with third party service providers for the purpose of fulfilling its Services, including (among other things) account administration and informing you about eat sleep colour’s services in the future (an unsubscribe option will be provided by us to you);

16.3.2. use cookies on the Website, and you may also have the option of activating and de-activating (as the case may be) cookies through your browser.

16.4 eat sleep colour will process your personal data in accordance with our Website privacy policy at http://www.eatsleepcolour.com/privacy-policy/.

16.5. This clause 16 shall survive the cancellation, termination or expiry of the Services.

In addition to the right to terminate under clause 10 above and any rights to cancel above, Without limiting its other rights or remedies, eat sleep colour will have the right to suspend the provision of the Services under these Terms or any other agreement between the Parties if the Client becomes or eat sleep colour reasonably believes is likely to become subject to any of the events listed in clause 19.1 or if eat sleep colour reasonably believes the Client may not be able to pay their debts when due, or if the Client fails to pay any amount due under these Terms by the Due Date.

On termination of the Services for any reason:

18.1. the accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination will not be affected, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry; and,

18.2. clauses which expressly or by implication have effect after termination will continue in full force and effect.

19.1. For the purposes of these Terms, a Force Majeure Event means an event beyond the reasonable control of eat sleep colour including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of eat sleep colour or any other party), failure of a utility service or transport network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of eat sleep colour or subcontractors (“Force Majeure Event”).

19.2. eat sleep colour will not be liable to the Client as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.

19.3. If a Force Majeure Event takes place that affects the performance of our obligations under this Agreement:

19.3.1. we will contact you as soon as reasonably possible to notify you; and

19.3.2. our obligations under this Agreement will be suspected and the time for performance of our obligations will be extended for the duration of the Force Majeure Event.

19.4. If the Force Majeure Event prevents eat sleep colour from providing any of the Services for more than eight (8) weeks, eat sleep colour will, without limiting its other rights or remedies, have the right to terminate these Terms immediately by giving written notice to the Client.

20.1. Assignment and Subcontracting

20.1.1. eat sleep colour may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the agreement and may subcontract or delegate in any manner any or all of its obligations under the agreement to any third party or agent.

20.1.2. The Client will not, without the prior written consent of eat sleep colour, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the agreement.

20.2. Notices

20.2.1. Any notice or other communication required to be given to a party under or in connection with these Terms will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

20.2.2. Any notice or other communication will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

20.2.3. This clause 20.2 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” will not include e-mails and for the avoidance of doubt notice given under these Terms will not be validly served if sent by e-mail.

20.3. Waiver

A waiver of any right under these Terms is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

20.4. Severance

20.4.1. If a court or any other competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.

20.4.2. If any invalid, unenforceable, or illegal provision of these Terms would be valid, enforceable, and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid, and enforceable.

20.5. No Partnership or Agency

Nothing in these Terms is intended to or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have the authority to act as an agent for, or to bind, the other party in any way.

20.6. Entire Agreement

With the exception of clauses 3.10, 6.3 and 16.4, these Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

20.7. Third Parties 

A person who is not a party to these Terms will not have any rights under or in connection with it.

20.8. Rights and Remedies

The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

20.9. Variation

Except as set out in these Terms, any material variation, including the introduction of any additional terms and conditions to these Terms, will only be binding when agreed in writing and signed by eat sleep colour. eat sleep colour reserves the right to revise and amend these terms (which would then apply to your future orders) from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in our services offered, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, so please review our terms regularly when placing new orders.

20.10. Your copy

You should print or save a copy of these Terms for future reference.

20.11. Language

These Terms and this Agreement are made only in the English language.

20.12. Governing Law and Jurisdiction 

These Terms, 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), will be governed by and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England.