TERMS AND CONDITIONS

Application and entire agreement

1. 1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Runaway Collective Limited a company registered in England and Wales under number 09770597 whose registered office is at 27 Old Gloucester Street, London, England, WC1N 3AX  (we or us) to the person buying the services (you).
   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 happens earlier) and these Terms and Conditions and our quotation/estimate (the Contract) are the entire agreement between us.
   3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees, Deposits and Refunds

13. The fees (Fees) for the Services are set out in the quotation/subscription and are on a time and materials basis.
14. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation.
18. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
19. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
20. No refunds will be given after the initial 14 day cooling off period.

Cancellation and amendment

21. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
22. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
23. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
24. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
25. In the event that either Party wishes to terminate their Agreement prior to the completion of the Services and after the cooling off period, that Party will be required to provide seven days’ written notice to the other Party. Restrictions, terms and conditions apply outside of the cooling off period as described on this terms page/
    
26. Expiration of the agreement will take place should either party cease communication either written or verbally for 90 days or more. After the expiration point, a new contract must be created and signed by both parties before any work either new or continued can take place.

Payment

27. We will invoice you for payment of the Fees either:
    1. when we have completed the Services; or
    2. on the invoice dates set out in the quotation.
28. You must pay the Fees due within 1 day of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
29. Time for payment shall be of the essence of the Contract.
30. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 39% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
31. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
32. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
33. Receipts for payment will be issued by us only at your request.
34. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

35. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party while providing written notice within 7 days of any change.
36. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

37. All subscriptions are for a minimum of 3 months unless otherwise stated (see your contract for more details)
    You can terminate your subscription by giving 30 days notice after your initial expiration period, either 3 or 6 months depending on the subscription chosen.
38. After termination of services, we will hand over all finished work and close the project board 30 days from termination. No refunds will be given after termination.
39. We can terminate the provision of the Services immediately if you:
    1. commit a material breach of your obligations under these Terms and Conditions; or
    2. fail to make pay any amount due under the Contract on the due date for payment; or
    3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

40. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

41. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
42. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
43. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
    1. any indirect, special or consequential loss, damage, costs, or expenses or;
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
    4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
44. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
45. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
46. Proof/Campaign/Video approval
    Design/Campaign/Video proofs are sent via your Trello board and/or email, using the wording, brand elements and layout agreed upon in your brief. You are responsible for checking layout, typos, brand requirements, campaign requirements, setup, framing, wording, spelling and grammar. If designs/campaigns/videos are approved and signed off with typos, incorrect information, inaccurately designed, missing information or contain any other errors, Runaway Collective Ltd takes no responsibility as approval and signoff rest with you. If amends are required for any proofs, edits or campaigns, they will be charged for in full.

Circumstances beyond a party’s control

47. Neither of us is liable for any failure or delay in performing our 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 action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

48. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
49. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
50. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

51. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

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

Law and jurisdiction

53. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.

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Competition, Offer and Price Draw Terms & Conditions

Any offer, promotion, code, special (“the Offer”) offered by Runaway Collective Ltd (“We”) has the following Terms and Conditions:

1. The Offer runs for a finite period, as defined in the Offer Terms and Conditions below or on the coupon itself.
2. If no end date is defined on the advertisement, coupon or voucher then the time limit for the offer is a maximum of 30 days after the campaign started.
3. The Offer cannot be used in conjunction with any other offer.
4. We reserve the right to exclude any person from participating in the Offer on reasonable grounds.
5. We reserve the right to end the Offer or to amend these terms and conditions at any time without prior notice.
6. The Offer is subject to availability.
7. Where applicable, the Offer will only continue while capacity lasts.
8. The Offer can only be redeemed once by the same customer/account holder within the period of validity (unless specifically overridden by an additional Term and Condition).
9. Offers may apply to participating branches only, and not our entire group. We reserve the right to amend the participating branches at any time without prior notice.
10. The Offer name may differ across our marketing material and as such, We;
11. Reserve the right to change the wording without prior notice.
12. Reserve the right to define which offer the wording is referring.
13. By applying for an offer you are opting in to receive marketing material via email. You may unsubscribe at any time.

10%,20, 30% and 50% Off Coupon Code Terms & Conditions:

1. Only one coupon code per customer.
2. Coupon cannot be used in conjunction with any other offers, coupons or sales.
3. The percentage discount for new customers only.
   
4. The percentage discount is applied to the first month of service only and cannot be carried over.
   
5. The Offer runs for a finite period, as defined in the Offer Terms and Conditions below or on the coupon itself.
   
6. If no end date is defined on the advertisement, coupon or voucher then the time limit for the offer is a maximum of 30 days
7. after the campaign started.
   
8. We reserve the right to exclude any person from participating in the Offer on reasonable grounds.
   
9. We reserve the right to end the Offer or to amend these terms and conditions at any time without prior notice.
   
10. The Offer is subject to availability.
    
11. Where applicable, the Offer will only continue while capacity lasts.
    
12. The Offer can only be redeemed once by the same customer/account holder within the period of validity (unless specifically overridden by an additional Term and Condition).
    
13. Offers may apply to participating branches only, and not our entire group. We reserve the right to amend the participating branches at any time without prior notice.

Terms & Conditions for Credits
Each Credit costs one (1) Great British Pound Sterling. The minimum amount of Credits that you may purchase is 800.00 Credits. The maximum amount of credits that your account can hold is 5600. If you require more credits than this, we recommend a subscription.

You must have a positive balance of Credits in your account to pay for Products or services with Credits.

You can always see the Credit balance in your account by logging in to your Runaway account on the Platform or by scanning your unique QR code. The Credit balance in your account represents the number of Credits that you can choose to use to purchase access to services from Runaway. You can do so only when you have a positive balance with the number of Credits sufficient to purchase access to the specific services, if uncertain contact your account manager.

Credits can only be used to pay for services and cannot be converted back to cash at any time.

Credits expire if not used within their stated expiry date from the date of their purchase, and will be forfeited on the anniversary of such purchase. If you purchase more Credits at any time during that period before your Credits expire, the total Credit balance (that is, both the new deposit and the balance of any unused older credits) will become available for a further 3 months from the date of the new purchase. If you don’t use your Credits within that further 3 months, the Credits will be forfeited on the anniversary of the new purchase. We generally try to tell you beforehand when your Credits are going to expire and be forfeited, but this is not always possible and we don’t promise to warn you.

Credits Terms: 

• Credits can be redeemed at the runaway.world e-commerce shop or via your account manager
• Credits can be used towards any current services offered by the Contractor
• Credits may only be redeemed by the recipient as intended by the Contractor, subject to Our standard Terms and Conditions and General Service Agreement.
• Credits can rollover a maximum of three times if additional credits are purchased prior to expiry.
• Credits cannot be exchanged for cash.
• Credits are only valid until the date stated on the credit pack.
• If no end date is defined on the Credit Pack, it is valid for a maximum of 3 months after the Credits were given by Us.
• Only original Credits printed or digitally watermarked by the Contractor will be accepted. Photocopies and Reproductions or digital replications will not be accepted.
• Credits can only be used for services provided by the Contractor.
• Credits cannot be transferred between businesses, they can only be redeemed for the initial business that purchased the Credits pack.
• If the Client does not spend the entire balance on the Credit Pack on a purchase or bill payment, the remaining balance will remain until the stated expiry date on the credit pack.
• Credits are not credit cards. We reserve the right to amend the terms and conditions of Credits at any time and to take appropriate action, including the cancellation of the Credits, if We, in Our discretion, deems such action necessary.
• The Contractor reserves the right to remove any services for use with Credits at any time, giving the Client 7 days written notice.
• This does not affect your legal rights.