Terms & Conditions

One Degree North is a trading name of Little Black Box Limited (Company Number: 06786586), whose registered office is at Fifth Floor, Calls Landing, 36-38 The Calls, Leeds, LS2 7EW. You should ensure that we are informed from the outset the legal status of your business whether you are a sole trader, partnership, LLP, Limited Company, PLC. We reserve the right to carry out credit checks and verification of your business before proceeding with your instructions.

These Terms of business may not be varied unless agreed in writing and signed by both a Director of One Degree North and an authorised representative of the Client. These terms of business should be read in conjunction with the accompanying letter of engagement which provides the specifics of our project with you.

Details of our fees and charges and the agreed frequency of billing, and terms for payment are contained in the accompanying engagement letter.

Our Duties To You

You can expect to receive from us:

  • A prompt efficient and professional service
  • Excellent communication
  • Utmost confidentiality in respect of all information shared with us, even after the termination or ending of this Agreement.
  • Confirmation from us where a conflict of interest has arisen between our acting for you and another client or clients. In order to maintain our other clients’ confidentiality, we may not disclose the details of such conflict to you, simply that one has arisen. We will confirm whether we consider the conflict to be material or immaterial to our relationship. We will confirm to you if we opt to terminate our Agreement. Equally you will be free to terminate our Agreement, without penalty in such circumstances.

Your Duties To Us

We expect to receive from you:

  • Clear instructions
  • All necessary information and data in order to provide an effective service to you
  • Prompt response to request for information, approvals and instructions in order to maintain the quality of our service to you.

Late Payment & Debt Collection Procedure

If we do not receive payment within the period specified in the accompanying engagement letter, a reminder will be sent to make you aware and warn you of the consequences of continued non-payment. We reserve the right to charge interest on any overdue amounts at a rate of 8% per annum above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with a fixed sum compensation for recovery costs as provided by that Act.

Where any invoice issued by One Degree North to you remains unpaid after the due date specified in such invoice, the following procedure shall apply:

  1. If payment is then not received within 7 days of such reminder, we reserve the right to suspend all services and cease working on your marketing activity until any outstanding debts are settled in full, provided that such suspension shall not relieve either party of their obligations under this Agreement and we shall not be liable for any losses, damages or consequences arising from such suspension. 
  2. If payment remains outstanding 14 days after the due date, a further reminder will be sent notifying you that the invoice will be passed to our external debt collection agency. 
  3. If payment is not received within 14 days of the notice at paragraph 2 above (being 28 days overdue in total), the matter will be referred to our debt collection agency for collection. 
  4. After 90 days overdue, we may instruct our debt collection agency to pursue recovery, and you will be liable for all reasonable costs and expenses incurred by us in recovering the debt, including but not limited to debt collection agency fees and legal costs, in addition to the original debt and any interest accrued therein. 
  5. We and/or our debt collection agency shall be entitled to pursue recovery through all available legal means, and you shall be liable for all reasonable legal costs and expenses incurred in such recovery on an indemnity basis. 

Data Processing

Definitions

  • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
  • Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Controller, and we are the Processor. We shall process the following Personal Data in the provision of the Services: names, email addresses, and telephone numbers of your personnel and customers. The purpose of processing is to fulfil the provision of the Services under this Agreement. We shall retain such Personal Data for as long as necessary to fulfil the purposes outlined in this Agreement, unless a longer retention period is required or permitted by law. The categories of Data Subjects include your employees, contractors, and customers.

Without prejudice to the generality of these provisions, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.

Without prejudice to the generality of these provisions, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Agreement:

  • process that Personal Data only on your documented written instructions, unless we required by Domestic Law to otherwise process that Personal Data. Where we are relying on Domestic Law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Domestic Law, unless we are prohibited from doing so by that Domestic Law;
  • ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
  • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  • not transfer any Personal Data outside of the UK unless your prior written consent has been obtained and the following conditions are fulfilled:
    • either party has provided appropriate safeguards in relation to the transfer;
    • the data subject has enforceable rights and effective legal remedies;
    • we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    • we comply with reasonable instructions notified to it in advance by you with respect to the processing of the Personal Data;
  • assist you, at your own cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • notify you undue delay on becoming aware of a Personal Data Breach;
  • at your written direction, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Domestic Law to store the Personal Data; and
  • maintain complete and accurate records and information to demonstrate its compliance with this Data Processing clause.

Confidentiality

Both parties agree to maintain the utmost confidentiality concerning the other party’s confidential information at all times. Each party shall take all reasonable measures to protect such confidential information from unauthorised disclosure and shall not disclose any confidential information to any third party without the prior written consent of the other party, except as required by law or regulatory authorities. This obligation of confidentiality shall survive the termination of this Agreement.

Disclaimer Of Warranties

We expressly disclaim all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that our Services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. 

Limitation Of Liability

The liability of One Degree North, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Business shall in all cases be limited to the fees paid by you to One Degree North in the twelve (12) months preceding the date on which the claim arose. 

Under no circumstances shall One Degree North be liable for any indirect or consequential loss or damage, loss of profit, loss of business, or loss of reputation, whether arising from negligence, breach of contract, or otherwise.

This limitation of liability shall not apply to any liability which cannot be excluded or limited under applicable law.

Termination

The terms of our Agreement will continue upon the basis of these Terms of Business, until we cease to act for you. From time to time as your instructions change and we work on different projects and briefs for you, we will supply a further client engagement letter detailing your instructions, which should always be read in conjunctions with these Terms of Business. 

This Agreement may be terminated:

  1. by either party immediately upon written notice if the other party:
    1. commits a material breach of any term of this Agreement and (where such breach is capable of remedy) fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach and requiring its remedy;
    2. becomes insolvent, enters into liquidation (whether compulsory or voluntary), has a receiver, administrator, or administrative receiver appointed over all or any part of its assets, enters into any composition or arrangement with its creditors, or takes or suffers any similar action in consequence of debt; or
    3. ceases or threatens to cease to carry on business; or
  2. by One Degree North for convenience upon giving you not less than seven days’ prior written notice; or 
  3. One Degree North may suspend performance of the Services immediately upon written notice to you if:
    1. you fail to pay any undisputed invoice within fourteen (14) days of the due date for payment;
    2. you commit a material breach of any term of this Agreement (including but not limited to failure to provide necessary information, instructions, or cooperation); or
    3. One Degree North reasonably believes that you are likely to become insolvent or unable to pay your debts as they fall due.

One Degree North shall be entitled to suspend performance until such breach is remedied, or payment is made in full, and shall not be liable for any losses, costs, or damages arising from such suspension. During any period of suspension, all fees and charges shall continue to accrue and remain payable by you. One Degree North may terminate this Agreement immediately if the circumstances giving rise to suspension continue for more than fourteen (14) days. 

(c) by you, solely where we are providing the Services under a retainer, provided that you pay us a sum equivalent to 1.5 months’ fees as a genuine pre-estimate of our losses arising from early termination (including loss of anticipated revenue, administrative costs, and opportunity costs from being unable to allocate resources to other clients), in which case this Agreement shall terminate immediately upon receipt of such payment and One Degree North shall have no obligation to perform any further services during the notice period.

Upon termination or suspension of this Agreement, howsoever arising, all fees, expenses and charges incurred up to and including the date of termination or suspension shall remain immediately due and payable by you. For the avoidance of doubt, this includes any outstanding fees for services rendered prior to termination or suspension and any reasonable costs incurred by One Degree North in connection with the termination or suspension of this Agreement. 

All materials held by us will be returned to you upon payment of all outstanding fees and charges in full.

Reimbursement of Expenses

From time to time, it will be necessary for us to incur expenses on your behalf in order to fulfil our instructions from you. We will invoice you for these expenses periodically and when in incurred and expect you to discharge these invoices within 14 days of receipt.

Notices

All notices under this Agreement shall be sent by email to ian@onedegreenorth.digital.

Where we serve any notice upon you, we will do so by email to the last email address we hold on our records for you, and such notice will be considered effective upon sending.

Customer Service

We will always use reasonable endeavours to provide an excellent quality service to our clients, including wherever possible to comply with time limits and requested delivery dates asked of us by you, however for the avoidance of doubt, time shall not be of the essence in respect of our Agreement unless agreed in writing by ourselves.

We cannot and will not be held liable for any delay, loss or action arising out of your failure to respond promptly to requests for approvals, information or instructions.

Intellectual Property Rights

All material supplied by you we accept on the basis that you own the intellectual property rights or have the necessary permissions of the intellectual property rights holder. All material prepared by us for you, intellectual property rights in such produced material will pass you upon payment of all our invoices in respect of such work. Where we produce material and you do not settle all invoices in respect of all our work for you, intellectual property rights in such material will remain with us. 

Indemnity

You will indemnify, defend, and hold harmless One Degree North, its officers, directors, employees, and agents against all actions, claims, disputes, losses, damages, liabilities, costs and expenses (including reasonable legal fees and costs), arising from or brought about by: (a) information provided by you; (b) any third party claims of intellectual property infringement relating to your content, materials, or use of the services; (c) inappropriate, unlawful, or infringing content posted, transmitted, or otherwise made available by you through One Degree North’s services; and (d) your breach of any provision of this Agreement. 

Subcontracting

We reserve the right to appoint subcontractors to perform any or all parts of the Services under this Agreement without obtaining prior consent from you. We shall remain responsible for the obligations under this Agreement and shall ensure that any subcontractors comply with the applicable terms of this Agreement.

Marketing Rights

You hereby us the right to use your name and logo for marketing and promotional purposes. In addition, we may create and publish case studies related to the Services provided to you, subject to ensuring that any confidential or sensitive information is adequately protected. Such marketing rights shall survive the termination of this Agreement, unless you provide written notice revoking consent, which shall not affect any marketing materials published prior to the receipt of such notice.

Entire Agreement

These Terms of Business and the accompanying letter of engagement together with any further and subsequent letters of engagement shall form the entire agreement between us. No verbal promises or representations by either party, unless confirmed in writing in accordance with these terms of business will serve to amend our Agreement.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, then this Agreement shall be construed as if such clause were removed, and no unenforceability of a single clause shall cause this entire agreement to fail.

Applicable Laws

These Terms of Business and our Engagement Letter shall be governed by and interpreted in accordance with the laws of England and Wales. 

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.