Quote Terms & Conditions
Document Reference Number: DCVS-Doc-0038
Revision: Rev 2
Effective Date: 1 September 2026
Applicability of these Terms
These Quote Terms & Conditions apply to quotations issued by Damian Coleman Visual Solutions Ltd on or after 1 September 2026, unless otherwise expressly agreed in writing.
Quotations issued prior to this date may be subject to an earlier revision of these Terms & Conditions.
Previous revisions are retained for historical reference where applicable.
1. Definitions
For the purposes of these Terms & Conditions:
“DCVS”, “we”, “us” or “our” means Damian Coleman Visual Solutions Ltd, trading as Damian Coleman Photography where applicable.
“Client”, “you” or “your” means the individual, company, organisation or other entity requesting or accepting the Services.
“Quotation” or “Quote” means a written quotation, proposal, estimate or other written statement of pricing and / or scope of Services issued by DCVS.
“Services” means the photography, videography, design, signage, installation, visual management, timelapse, consultancy, marketing, digital, technical or other services to be provided by DCVS as described in the relevant Quotation or otherwise agreed in writing.
“Service Specification” means a document issued by DCVS describing specific Services, deliverables, requirements, responsibilities or other project-specific terms applicable to particular Services.
“Deliverables” means any photographs, videos, designs, artwork, documents, digital files, physical products or other outputs produced or supplied by DCVS as part of the Services.
“Agreement” means the agreement between DCVS and the Client formed in accordance with these Terms & Conditions and the relevant accepted Quotation.
2. Quotations and Acceptance
2.1 All Quotations issued by DCVS are based on the information, requirements and scope of work provided or agreed at the time the Quotation is prepared.
2.2 Unless otherwise stated in writing, a Quotation is valid for 30 days from the date of issue. DCVS reserves the right to revise or withdraw a Quotation after this period.
2.3 A Quotation does not constitute an obligation for DCVS to commence work until it has been accepted by the Client.
2.4 Acceptance or authority to proceed may be communicated in writing, by email, through the issue of a Purchase Order, by electronic acceptance, by other recorded instruction, or by instructing DCVS to commence the Services or otherwise proceed with the requested work.
2.5 Once a Quotation has been accepted in accordance with Clause 2.4, an Agreement is formed between DCVS and the Client in respect of the Services and Deliverables described in that Quotation. By accepting the Quotation, the Client agrees to be bound by these Terms & Conditions, subject to any specific terms expressly agreed in writing.
2.6 The Client is responsible for ensuring that the information, specifications, requirements and instructions provided to DCVS are accurate and sufficiently detailed for DCVS to provide the Services.
2.7 Any requirements, work, Deliverables or Services requested by the Client that fall outside the scope of an accepted Quotation may be treated as additional work and may require a revised Quotation, written approval and/or additional charges.
2.8 Where the Client requests or instructs DCVS to proceed with Services, production, procurement, ordering, printing, manufacturing, installation or other work on an urgent or time-sensitive basis before a formal Quotation, Purchase Order or final price is available, such instruction may constitute authority for DCVS to proceed and incur reasonable costs necessary to fulfil the request.
2.9 Where DCVS proceeds on the basis of an urgent instruction, the Client acknowledges that the final cost may not be known at the time DCVS is instructed to proceed, particularly where third-party supplier, production, printing, manufacturing, material, delivery or other external costs have not yet been confirmed.
2.10 DCVS will use reasonable efforts to obtain and communicate pricing as soon as reasonably practicable. Where Services or goods have been requested on an urgent basis and DCVS has reasonably incurred costs or committed resources in reliance on the Client's instruction, the Client shall remain responsible for reasonable charges and costs properly incurred in connection with the requested work.
2.11 Where a Purchase Order, formal Quotation or other internal approval process is required by the Client, the Client remains responsible for completing or arranging that process. The absence or delay of a Purchase Order or other internal approval shall not, by itself, invalidate an instruction previously given to DCVS to proceed, unless DCVS expressly agreed in writing that work would not commence without such approval.
3. Scope of Services
3.1 DCVS will provide the Services and Deliverables described in the relevant accepted Quotation or otherwise agreed in writing between DCVS and the Client.
3.2 Unless expressly included in the accepted Quotation, DCVS is not responsible for providing additional services, materials, equipment, Deliverables or work outside the agreed scope.
3.3 Any changes, additions or amendments to the agreed scope of Services requested by the Client may result in changes to the price, timescale, resource requirements or other terms of the Agreement.
3.4 Where reasonably practicable, DCVS will notify the Client of any proposed additional charges or changes arising from a change in scope before undertaking the additional work.
3.5 Where additional work is requested and it is necessary to proceed before a revised Quotation can reasonably be issued, DCVS may agree the additional work and associated charges with the Client in writing, including by email.
3.6 DCVS will use reasonable skill and care in providing the Services. Unless expressly agreed otherwise in writing, any dates, schedules or timescales provided by DCVS are estimates and are subject to the Client fulfilling its responsibilities under the Agreement.
4. Client Responsibilities and Site Access
4.1 The Client shall provide DCVS with reasonable and timely access to any premises, locations, facilities, equipment, information, personnel and other resources reasonably required for DCVS to provide the agreed Services.
4.2 Where the Services are to be carried out on the Client's premises or another controlled site, the Client shall be responsible for coordinating any site-specific access, permissions, approvals, inductions, permits or other authorisations required for DCVS to carry out the agreed Services, unless otherwise expressly agreed in writing.
4.3 The Client shall provide DCVS with accurate and timely information regarding any site rules, safety requirements, security procedures, access restrictions, hazards or other conditions relevant to the Services.
4.4 Where a specific Client representative, department or other party is required to request, authorise, coordinate or approve the Services, the Client shall ensure that an appropriate person is identified and made available to fulfil those responsibilities.
4.5 The Client shall provide a suitable point of contact with sufficient authority to make reasonable decisions and provide instructions necessary for the coordination and delivery of the Services.
4.6 DCVS shall not be responsible for delays, additional costs or failure to meet estimated timescales where these arise wholly or partly from the Client's failure to provide required access, permits, approvals, information, instructions, facilities or other reasonable cooperation.
4.7 Where access to a site or location is restricted, suspended or withdrawn after Services have been agreed, DCVS will make reasonable efforts to minimise disruption. Any resulting delays, additional costs, rescheduling requirements or other impacts may be chargeable to the Client where the restriction was outside DCVS's reasonable control.
4.8 Nothing in these Terms requires DCVS to commence or continue work where DCVS reasonably believes that the required safety controls, permissions or conditions are not in place.
5. Changes to Scope
5.1 The scope of the Services is limited to the work, Deliverables, quantities, locations and requirements described in the accepted Quotation or otherwise agreed in writing.
5.2 Any request by the Client to add, remove, amend or otherwise change the agreed Services or Deliverables may constitute a change to the scope of work.
5.3 Where a requested change is likely to affect the price, timescale, resources, materials or requirements of the Services, DCVS may provide the Client with a revised Quotation, variation or written estimate before proceeding with the additional or amended work.
5.4 DCVS shall not be obliged to undertake work outside the agreed scope without agreement regarding the additional work and, where applicable, the associated charges.
5.5 Where the Client requests a change after work has commenced, DCVS may charge for work already completed, time incurred, materials ordered or purchased, and any reasonable costs arising from the change.
5.6 Minor changes or adjustments that do not materially affect the scope, cost or delivery of the Services may be agreed between DCVS and the Client without requiring a revised formal Quotation.
5.7 Where additional or amended work is requested verbally or informally, DCVS may request written confirmation before proceeding. Email correspondence, written messages or other recorded instructions may be treated as confirmation of the requested change.
6. Payment and Invoicing
6.1 Unless otherwise stated in the relevant Quotation or agreed in writing, all prices are exclusive of Value Added Tax (VAT), where applicable.
6.2 DCVS may require a deposit, advance payment or staged payment before commencing or continuing the Services where this is specified in the Quotation or otherwise agreed in writing.
6.3 DCVS may issue invoices upon completion of the Services, at agreed project milestones, periodically for ongoing Services, or at such other times as specified in the relevant Quotation or Agreement.
6.4 Unless otherwise stated on the relevant invoice or agreed in writing, payment is due within 30 days of the invoice date.
6.5 The Client shall not withhold, delay or reduce payment for undisputed amounts due without prior written agreement with DCVS.
6.6 If the Client disputes any part of an invoice, the Client shall notify DCVS in writing as soon as reasonably practicable, identifying the specific amount disputed and the reason for the dispute. The Client shall pay any undisputed portion of the invoice in accordance with the agreed payment terms.
6.7 DCVS reserves the right to suspend or withhold further Services where payment remains overdue, subject to any applicable legal requirements and reasonable notice where appropriate.
6.8 Where Services are suspended due to overdue payment, DCVS shall not be responsible for delays or consequences arising from that suspension. Reasonable costs associated with restarting, rescheduling or remobilising the Services may be chargeable to the Client.
6.9 DCVS reserves the right to recover reasonable costs, charges and interest associated with the late payment of undisputed sums, where permitted by applicable law.
6.10 Payment terms may be varied for specific Clients, projects or Services where expressly stated in the relevant Quotation, invoice or written Agreement.
6.11 The Client shall verify any request to change DCVS bank account or payment details using previously verified contact details for DCVS. DCVS shall not be responsible for losses arising from payment made to incorrect bank details where the Client has acted on fraudulent or unauthorised communications not issued by DCVS.
7. Delays and Client Dependencies
7.1 DCVS will use reasonable efforts to provide the Services within any agreed or estimated timescales. Unless expressly agreed otherwise in writing, dates and timescales are estimates and are not guaranteed.
7.2 The timely provision of the Services may depend on the Client providing information, instructions, approvals, access, permits, materials, facilities, personnel or other assistance reasonably required by DCVS.
7.3 DCVS shall not be responsible for delays, additional costs or failure to meet estimated timescales where these arise wholly or partly from:
a) delays in receiving instructions, information, approvals or feedback from the Client;
b) failure to provide required site access, permits, permissions or other authorisations;
c) restricted, suspended or withdrawn access to a site, location, facility, system or equipment;
d) delays caused by other contractors, suppliers, personnel or third parties outside the reasonable control of DCVS;
e) changes to the agreed scope of Services; or
f) any other act, omission or circumstance attributable to the Client or outside the reasonable control of DCVS.
7.4 Where a delay or disruption occurs due to circumstances described in Clause 7.3, DCVS may reasonably extend any estimated timescale for delivery of the Services.
7.5 Where a delay, disruption or restriction results in additional time, travel, labour, materials, equipment costs, remobilisation or other reasonable expense being incurred by DCVS, DCVS may charge the Client for those additional costs where the circumstances were outside DCVS's reasonable control.
7.6 If the Client fails to provide a required approval, instruction, access arrangement or other dependency necessary for DCVS to continue the Services, DCVS may suspend the affected Services until the required dependency has been resolved.
7.7 DCVS will make reasonable efforts to notify the Client of any material delay, restriction or dependency affecting the Services once DCVS becomes aware of it.
7.8 Where Services are delayed, suspended or rescheduled due to circumstances outside DCVS's reasonable control, DCVS will make reasonable efforts to minimise disruption; however, DCVS shall not be required to prioritise the rescheduled Services ahead of other existing commitments.
8. Cancellation, Rescheduling and Suspension
8.1 The Client may request the cancellation, postponement or rescheduling of agreed Services by providing written notice to DCVS.
8.2 Where Services are cancelled, postponed or rescheduled after a Quotation has been accepted, the Client shall remain liable for payment for:
a) Services already completed;
b) time, labour and preparation already undertaken;
c) materials, goods or equipment purchased, ordered, hired or otherwise committed specifically for the Services;
d) any reasonable third-party costs or cancellation charges incurred by DCVS; and
e) any other reasonable costs directly incurred by DCVS as a result of the cancellation, postponement or rescheduling.
8.3 Where reasonably practicable, DCVS will make reasonable efforts to minimise costs arising from cancellation, postponement or rescheduling.
8.4 Where Services are postponed or suspended by the Client for a period exceeding 30 days, DCVS may treat the affected Services as cancelled unless otherwise agreed in writing.
8.5 Where a cancellation, postponement, suspension or restriction of access results in DCVS being unable to perform agreed Services, DCVS may invoice the Client for any amounts properly due under Clause 8.2.
8.6 DCVS may charge reasonable additional costs arising from the rescheduling or remobilisation of Services, including additional travel, labour, equipment, accommodation or other directly incurred costs.
8.7 DCVS may suspend Services where reasonably necessary due to:
a) non-payment of overdue undisputed amounts;
b) the absence of required access, permits, approvals or safety controls;
c) circumstances which DCVS reasonably considers unsafe;
d) a material failure by the Client to fulfil its responsibilities under the Agreement; or
e) any other circumstance which makes it unreasonable or impracticable for DCVS to continue the Services.
8.8 Where DCVS suspends Services under Clause 8.7 due to circumstances attributable to the Client, DCVS shall not be responsible for resulting delays or impacts on the estimated completion date.
8.9 DCVS will use reasonable efforts to notify the Client of a suspension and the reasons for it where reasonably practicable.
8.10 Cancellation, postponement, suspension or rescheduling of the Services does not affect the Client's obligation to pay any amounts already properly due to DCVS.
8.11 Where DCVS is required to cancel or postpone Services due to circumstances within or affecting DCVS's operations, DCVS will use reasonable efforts to provide alternative arrangements or reschedule the affected Services. Where rescheduling is not reasonably possible, DCVS's liability shall be subject to Section 11 of these Terms & Conditions.
9. Intellectual Property and Copyright
9.1 Unless expressly agreed otherwise in writing, all intellectual property rights, including copyright, design rights and other rights in any materials, content or Deliverables created by DCVS in connection with the Services shall remain the property of DCVS.
9.2 Payment in full for the Services does not, by itself, transfer copyright or other intellectual property rights to the Client.
9.3 Upon full payment of all amounts due in respect of the relevant Services, DCVS grants the Client a non-exclusive licence to use the final agreed Deliverables for the purposes and in the manner specified in the relevant Quotation or otherwise agreed in writing.
9.4 Unless expressly agreed otherwise in writing, the licence granted to the Client permits use of the final approved Deliverables but does not include ownership of copyright, editable source files, RAW files, working files or other underlying production materials.
9.5 DCVS retains ownership of all preliminary concepts, drafts, unused designs, working files, source files, templates, methodologies, processes and other materials created or developed during the provision of the Services.
9.6 Unless expressly included in the relevant Quotation or otherwise agreed in writing, DCVS is not required to provide editable source files, raw footage, RAW photographs, project files, working files or other production materials.
9.7 The Client shall not sell, licence, assign, transfer or claim ownership of any intellectual property rights in the Deliverables unless those rights have been expressly transferred to the Client in writing by DCVS.
9.8 Copyright or other intellectual property rights may be assigned or transferred to the Client only where this is expressly stated in the relevant Quotation or a separate written agreement.
9.9 Where physical goods are supplied as part of the Services, ownership of the physical goods shall remain with DCVS until payment for those goods has been received in full, subject to applicable law. Ownership of physical goods does not, by itself, transfer copyright or other intellectual property rights in any associated designs, artwork or content.
9.10 Nothing in these Terms transfers ownership of DCVS's pre-existing intellectual property, equipment, tools, templates, systems, methodologies or other materials used in providing the Services.
9.11 DCVS may use general knowledge, skills, experience, techniques and methodologies developed during the provision of the Services, provided that doing so does not disclose the Client's confidential information or infringe any rights expressly transferred to the Client.
9.12 Unless expressly agreed otherwise in writing or restricted by applicable confidentiality, security, privacy or site requirements, DCVS may retain copies of Deliverables created by DCVS and may use completed work for reasonable portfolio, promotional, award, exhibition, website, social media or business development purposes.
10. Equipment and Property on Client Premises
10.1 Any equipment, tools, cameras, hardware, materials or other property belonging to DCVS and brought onto or installed at a Client's premises shall remain the property of DCVS unless expressly agreed otherwise in writing.
10.2 The Client shall take reasonable care to ensure that DCVS property located at its premises is kept reasonably secure and is not knowingly damaged, removed, altered, used or interfered with by unauthorised persons.
10.3 The Client shall not sell, dispose of, transfer, retain, use as security or otherwise claim ownership of any property belonging to DCVS.
10.4 Where DCVS equipment or property is installed, stored or otherwise located at a Client's premises, the Client shall provide DCVS with reasonable access to inspect, maintain, service, replace or recover that property, subject to applicable site safety and security requirements.
10.5 If the Services are suspended, terminated or otherwise brought to an end, the Client shall permit DCVS a reasonable opportunity to safely recover its equipment, tools, materials and other property from the Client's premises.
10.6 Where access to recover DCVS property is restricted or delayed, the Client and DCVS shall cooperate reasonably to arrange a suitable method and time for its safe recovery.
10.7 DCVS remains responsible for the maintenance and operation of its own equipment unless damage, loss or interference is caused by the Client or persons under the Client's reasonable control.
10.8 The Client shall notify DCVS as soon as reasonably practicable if it becomes aware of any loss, damage, malfunction, unauthorised interference or security issue affecting DCVS property located on its premises.
10.9 Nothing in these Terms gives the Client any ownership right over DCVS equipment or property solely because that equipment or property is located on the Client's premises.
10.10 Where reasonably necessary, the Client shall cooperate with DCVS in arranging the safe removal or transfer of DCVS property following the suspension, termination or completion of the Services. Any site-specific safety or security procedures applicable to such recovery shall continue to apply.
11. Liability
11.1 DCVS will provide the Services with reasonable skill and care and in accordance with the agreed scope of the Services.
11.2 Nothing in these Terms & Conditions shall exclude or limit any liability which cannot lawfully be excluded or limited under applicable law.
11.3 To the fullest extent permitted by applicable law, DCVS shall not be liable for any indirect, consequential or special loss arising out of or in connection with the Services or the Agreement.
11.4 Without limiting Clause 11.3, DCVS shall not be liable for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings or other indirect or consequential economic loss, except where such liability cannot lawfully be excluded or limited.
11.5 DCVS shall not be responsible for any loss, damage, delay or failure arising wholly or partly from:
a) inaccurate, incomplete or misleading information provided by the Client;
b) instructions, specifications, materials or content supplied or approved by the Client;
c) acts or omissions of the Client, its personnel, contractors or other third parties outside the reasonable control of DCVS;
d) restricted, suspended or withdrawn access to premises, facilities, systems or equipment;
e) failures, delays or interruptions involving third-party suppliers, platforms, software, hosting providers, telecommunications providers or other services outside DCVS's reasonable control; or
f) circumstances where the Client has been advised of a relevant limitation, risk or dependency affecting the Services.
11.6 Where DCVS relies on information, materials, instructions or approvals supplied by the Client, the Client remains responsible for ensuring that it has the necessary rights, permissions and authority for DCVS to use those materials for the purposes of providing the Services.
11.7 The Client shall remain responsible for reviewing and approving Deliverables where approval is required or reasonably requested before publication, production, installation or other final use.
11.8 DCVS shall not be responsible for errors, defects, costs or losses arising from Client-approved content, specifications or Deliverables where DCVS has acted in accordance with that approval, except to the extent caused by DCVS's failure to exercise reasonable skill and care.
11.9 Subject to Clause 11.2 and to the fullest extent permitted by applicable law, DCVS's total aggregate liability arising out of or in connection with the Services shall be limited to a fair and reasonable amount having regard to the nature of the Services, the circumstances giving rise to the claim and the applicable legal and contractual obligations of DCVS.
11.10 The limitations in this Section apply whether the claim arises in contract, negligence, tort or otherwise, to the extent permitted by applicable law.
12. Termination
12.1 Where Services are provided on an ongoing or recurring basis, either DCVS or the Client may terminate the Agreement by providing not less than 30 days' written notice, unless a different notice period is specified in the relevant Quotation, Agreement or Service Specification.
12.2 Where Services are provided for a fixed or minimum term, either party may terminate the Agreement before the end of that term only where permitted by the relevant Quotation, Agreement or Service Specification, or in accordance with Clause 12.3 or Clause 12.4.
12.3 DCVS may suspend or terminate the Services with immediate effect where:
a) the Client commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy that breach within a reasonable period after receiving written notice;
b) the Client fails to pay overdue undisputed amounts owed to DCVS;
c) the Client repeatedly fails to provide the access, information, approvals, permits or cooperation reasonably required for DCVS to provide the Services;
d) continuing the Services would, in DCVS's reasonable opinion, create an unsafe situation or require DCVS to act contrary to applicable law or site requirements; or
e) circumstances arise which make it unreasonable or impracticable for DCVS to continue providing the Services.
12.4 The Client may terminate the Services where DCVS commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy that breach within a reasonable period after receiving written notice.
12.5 Termination or suspension of the Services shall not affect:
a) any amounts properly due to DCVS for Services completed, time incurred, materials supplied or costs committed before the date of termination or suspension;
b) either party's rights or obligations which accrued before termination; or
c) any provision of these Terms & Conditions which is intended, by its nature, to continue after termination.
12.6 Following termination or suspension, the Client shall provide DCVS with reasonable access and cooperation necessary to recover any DCVS-owned equipment, tools, materials or other property located at the Client's premises, subject to applicable safety and security requirements.
12.7 Where Services are terminated before completion, DCVS may issue a final invoice for all amounts properly due in accordance with the Agreement and these Terms & Conditions.
12.8 Termination of the Services does not transfer ownership of any intellectual property, equipment, tools, materials or other property belonging to DCVS unless expressly agreed in writing.
13. Confidentiality
13.1 Each party may receive or have access to confidential information belonging to the other party in connection with the Services.
13.2 Each party agrees to keep the other party's confidential information confidential and shall not disclose that information to any third party except where:
a) disclosure is reasonably necessary for the performance of the Services;
b) the information is disclosed to employees, contractors, professional advisers or service providers who reasonably require access to the information and who are subject to appropriate obligations of confidentiality;
c) disclosure is required by applicable law, regulation, court order or a competent authority; or
d) the other party has given prior written consent to the disclosure.
13.3 Confidential information includes information which is identified as confidential or which a reasonable person would understand to be confidential, including, where applicable:
a) business operations, plans and strategies;
b) financial or commercial information;
c) technical information, processes and systems;
d) security, safety or access arrangements;
e) information relating to employees, customers, suppliers or contractors;
f) unpublished photographs, videos, designs, documents or other Deliverables; and
g) any other information obtained in connection with the Services which is not publicly available.
13.4 Confidential information does not include information which:
a) is or becomes publicly available other than through a breach of these Terms & Conditions;
b) was lawfully known to the receiving party before it was disclosed;
c) is lawfully received from a third party without an obligation of confidentiality; or
d) is independently developed without use of the other party's confidential information.
13.5 Each party shall take reasonable steps to protect the other party's confidential information against unauthorised access, use or disclosure.
13.6 Nothing in this Section prevents DCVS from using its general knowledge, skills, experience or methodologies gained during the provision of the Services, provided that DCVS does not disclose the Client's confidential information.
13.7 Unless otherwise agreed in writing, DCVS may identify the Client as a client of DCVS and make factual reference to the general nature of the Services provided, subject to any applicable confidentiality, security, privacy or publicity restrictions.
13.8 Where the Client requires specific restrictions regarding photography, filming, publication, portfolio use or disclosure of the Services, those restrictions must be communicated to DCVS and may be recorded in the relevant Quotation, Agreement or other written instruction.
13.9 The obligations of confidentiality in this Section shall continue after completion or termination of the Services.
14. Data Protection and Privacy
14.1 Each party shall comply with its respective obligations under applicable data protection and privacy laws when processing personal data in connection with the Services.
14.2 Where DCVS collects, receives or processes personal data on behalf of the Client, the Client shall ensure that it has an appropriate lawful basis and any necessary authority to provide that personal data to DCVS for the purposes of the Services.
14.3 The Client shall be responsible for ensuring that any instructions provided to DCVS regarding the collection, use, publication or processing of personal data are lawful and appropriately authorised.
14.4 DCVS may process personal data where reasonably necessary to:
a) provide and manage the Services;
b) communicate with the Client and relevant authorised contacts;
c) manage bookings, quotations, invoices and payments;
d) produce and deliver the agreed Deliverables;
e) comply with applicable legal, regulatory or accounting obligations; and
f) protect and manage DCVS's legitimate business interests, systems and operations.
14.5 Where photographs, videos or other Deliverables contain identifiable individuals, the Client shall be responsible for obtaining any permissions, notices, consents or other authorisations required for the intended use of those Deliverables where this responsibility has not expressly been agreed as part of the Services.
14.6 Where DCVS is specifically engaged to obtain model releases, consents or other permissions from individuals, the scope of that responsibility shall be clearly set out in the relevant Quotation or Agreement.
14.7 DCVS will take reasonable and appropriate measures to protect personal data and other information held in connection with the Services against unauthorised access, loss, misuse or disclosure.
14.8 DCVS may retain business records, correspondence, invoices, project information and other relevant records for as long as reasonably necessary for legitimate business, legal, accounting, contractual or regulatory purposes.
14.9 Further information regarding how DCVS collects, uses and protects personal data may be provided in DCVS's Privacy Policy, where applicable.
14.10 Where the nature of the Services requires a separate data processing agreement, privacy arrangement or other specific data protection documentation, the parties shall cooperate reasonably to put appropriate arrangements in place.
15. Events Outside Either Party's Reasonable Control
15.1 Neither DCVS nor the Client shall be liable for any delay, failure or inability to perform its obligations under the Agreement where that delay, failure or inability arises from circumstances beyond that party's reasonable control.
15.2 Circumstances beyond a party's reasonable control may include, but are not limited to:
a) severe weather or other natural events;
b) fire, flood, accident or damage to premises or equipment;
c) power failures, telecommunications failures or significant failures of information technology systems;
d) transport disruption or restrictions;
e) industrial action, strikes or labour disputes;
f) acts of government, regulatory authorities or emergency services;
g) war, civil disturbance, terrorism or other significant security events;
h) epidemics, pandemics or public health emergencies;
i) site closures, emergency restrictions or evacuation;
j) the failure of third-party services, suppliers or contractors where the affected party has taken reasonable steps to avoid or minimise the impact; or
k) any other event or circumstance beyond the reasonable control of the affected party.
15.3 The affected party shall notify the other party as soon as reasonably practicable where it becomes aware that such circumstances are likely to materially affect the Services or its obligations under the Agreement.
15.4 The affected party shall use reasonable efforts to minimise the effect of the circumstances and resume performance of its obligations as soon as reasonably practicable.
15.5 Where the circumstances continue for a prolonged period and make continued performance of the Services impracticable, either party may terminate the affected Services by providing written notice to the other party. Termination under this Clause shall not affect payment for Services properly completed or costs properly incurred before termination.
15.6 Nothing in this Section removes the Client's obligation to pay DCVS for Services properly completed, materials supplied or costs properly incurred before the event or circumstance arose.
16. General Provisions
16.1 Entire Agreement
These Terms & Conditions, together with the relevant Quotation, accepted proposal, Service Specification and any other documents expressly incorporated into the Agreement, constitute the entire agreement between DCVS and the Client in relation to the relevant Services.
16.2 Order of Precedence
Where there is any conflict between documents forming part of the Agreement, the following order of precedence shall apply unless expressly agreed otherwise in writing:
a) any specific written Agreement signed by both parties;
b) any project-specific terms expressly stated in the relevant Quotation or proposal to override these Terms & Conditions;
c) any relevant Service Specification;
d) the remaining provisions of the relevant accepted Quotation or proposal;
e) these Terms & Conditions.
16.3 Amendments
Any amendment or variation to the Agreement must be agreed in writing by both parties, except where these Terms & Conditions expressly permit instructions, approvals or changes to be agreed through written correspondence.
16.4 No Waiver
A failure or delay by either party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.
16.5 Severability
If any provision of these Terms & Conditions is found to be invalid, unlawful or unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
16.6 Assignment
Neither party may assign, transfer or otherwise transfer its rights or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld where appropriate.
16.7 Independent Contractor
DCVS provides the Services as an independent contractor. Nothing in the Agreement shall create an employment relationship, partnership, joint venture or agency relationship between DCVS and the Client unless expressly agreed in writing.
16.8 Third-Party Rights
Unless expressly stated otherwise in writing, no person or organisation other than DCVS and the Client shall have any right to enforce the Agreement.
16.9 Communications
Notices, approvals, instructions and other communications relating to the Services may be provided by email or other written electronic communication, unless a specific form of communication is required by the relevant Agreement or applicable law.
16.10 Survival
Any provision of these Terms & Conditions which is intended by its nature to continue after completion or termination of the Services shall remain in effect following such completion or termination.
17. Governing Law and Jurisdiction
17.1 These Terms & Conditions and any Agreement between DCVS and the Client shall be governed by and interpreted in accordance with the laws of Ireland.
17.2 The courts of Ireland shall have jurisdiction to determine any dispute arising out of or in connection with these Terms & Conditions, the Agreement or the Services, subject to any applicable law requiring otherwise.
17.3 Nothing in these Terms & Conditions prevents either party from seeking any urgent or interim legal remedy available to it under applicable law.
Previous Versions
Previous versions of these Terms & Conditions are retained for reference in relation to Quotations issued during the period in which those versions were effective.