Terms of business
Terms & Conditions of Business (Last Updated January 6th 2011)
GENERAL
1. These conditions apply to all goods and services supplied by CRE8IVE WISDOM LTD and any subsidiaries of CRE8IVE WISDOM LTD.
The prices charged by CRE8IVE WISDOM LTD have been calculated to take account of the obligations imposed by these conditions.
2. The following conditions apply to all services supplied by CRE8IVE WISDOM LTD. ('The Agency').
2.1 All work will be supplied as specified and agreed with the Client at the time of commissioning. Pricing is estimated on time to supply the clients’ requirements. If requirements change, the time estimates may also change and fee adjusted accordingly.
2.2 The Agency will aim to provide Clients with a guide to external costs involved (e.g. print, domain purchase, web hosting etc) in the quote, but reserves the right to pass on any changes in external costs to the Client or for the Client to settle accounts directly with third-party suppliers.
2.3 The Agency reserves the right to terminate the contract immediately in any of the following cases:-
2.3.1 where an invoice remains unpaid by the client for a period of one month after the date when the payment becomes due and the Agency shall be entitled upon termination to cancel any contracts arranged by it between the Agency and the Clients.
2.3.2 where a client breaches these terms & conditions.
2.3.2 where a client breaks the law, goes into liquidation or administration or fails to comply with special payment arrangements (see 2.3.4)
2.3.3 The Agency issues invoices on a 30-day credit basis. New Clients’ first payment will be upfront, payable upon commissioning.
2.3.4 In the event that the Client requests special arrangements to be made regarding payment of overdue accounts, negotiation must be entered into directly with the Agency’s Financial Director and not with account management or project delivery staff.
COPYRIGHT AND DESIGN
3. Unless otherwise agreed in writing, the Agency reserves the copyright or like rights in any publication, illustration, slogan, concept, promotional data, plan, drawing, material or other data supplied to the Client.
3.1 CRE8IVE WISDOM LTD shall not without the prior written consent of the Client use or adopt the logo and/or the client trading name or take any action that in any way may cause damage to the clients reputation or commercial standing. However, the Client agrees that their trading name and logo can be displayed on the CRE8IVE WISDOM LTD client list and used in occasional promotional activity by the Agency.
SUB-CONTRACTING
4. The Agency may sub-contract any parts of the work or services to be provided, but shall remain liable to the Client for the proper performance or its obligations.
PRICES
5. All quotations, tenders & cost estimates are based on current prices and are subject to amendment on or after acceptance to meet any rise or fall in the price of materials, components, external hosting and other items or changes to the Client requirements that increase the job time to delivery.
5.1 The Agency reserves the right to submit interim accounts from time to time where work is on-going in nature.
5.2 The Agency reserves the right to offer Retainer terms to selected Clients for on-going work, which spreads the costs of a project across a number of delivery months and payment points.
5.2.1 Where Retainer terms are in use, break-points or review-points will be established and agreed at the beginning of the project. Some Retainer projects will have minimum term delivery times assigned, before which the Retainer can not be terminated. Retainer projects can only be terminated or remuneration levels renegotiated by either the Agency or the Client at these break-points or review-points.
OWNERSHIP OF GOODS
6. All work carried out by the Agency will remain the property of the Agency until full payment has been received.
6.1 On any payment from the Client to the Agency becoming overdue, the Agency may at anytime (and without prejudice to any of its other rights) recover or resell the goods supplied including removing a website from the server.
PAYMENT
7. Except and to the extent otherwise stipulated in the relevant quotation or order, payment for goods and services shall be due on the terms stated on the invoice to the Client. The Agency reserves the right to charge interest at the rate of 6% above the NatWest Bank Minimum Lending Rate for the time being, on overdue accounts from the date which they become due until the date of payment.
7.1 Any outstanding account balance shall become due immediately on the commencement of any action or proceedings concerning the Client's solvency.
RISK
8. Unless otherwise agreed or stated in the Agency's quotation, risk in respect of goods shall pass to the Client when the goods are despatched from the Agency's premises. Third-party Risk is directly with the third-party supplier and is outside of the Agency service level agreement.
WARRANTY
9(a) The Agency will rectify any defect provided that:
(i) the client notifies the Agency of any claim within 30 days of a website going live.
(ii) the Agency is allowed a reasonable opportunity to inspect the website or material so as to confirm that it is defective.
(iii) the goods have not been modified, mishandled or misused.
INDEMNITY
10. The Agency shall not be required to display any matter which in its opinion is or maybe of illegal or libellous nature or an infringement of the proprietary or other rights of any third-party.
10.1 The Client acknowledges that websites prepared by the Agency is on the basis of information supplied by the Client. Accordingly, the Client will indemnify the Agency against:-
(a) any claims, cost and expenses; arising out of any illegal or libellous or otherwise actionable matter or any infringement of copyright patent design or of any proprietary rights. The indemnity shall extend to any amounts paid on the advice of the Agency's solicitors in settlement of any claims.
(b) any legal costs incurred by the Agency in connection with any proceedings brought against it in the Trade Description Act 1968 in which either of the statutory defences are proved.
INTERPRETATION
11(a) In these Conditions of Sale:
'consent' means consent in writing.
'The Agency' includes the servants, employees, carriers and subcontractors of the Agency.
'Order' means an order that has been accepted by the Agency.
‘Work’ or ‘Project’ means the output of the Agency to meet the Client brief as agreed before the project proceeds and/or as evolved during the working relationship.
‘Retainer’ means a fixed cost for multiple projects spread out over a set period of time into equal payments.
APPLICABLE LAW
12. These conditions are to be construed and operated in accordance with English Law and any dispute arising under them or any order shall be settled in the Courts of England.
INTELLECTUAL PROPERTY & INTELLECTUAL PROPERTY RIGHTS
13. Notwithstanding anything contained in this Agreement to the contrary, all project work, Intellectual Property Rights, retainer work, fee-paid or free client work produced by CRE8IVE WISDOM LTD remains the Intellectual Property of CRE8IVE WISDOM LTD until full payment has been received from the Client. Following receipt of full payment, all such works and rights are automatically transferred to the Client.
13.1 The Client confirms that it shall not further distribute whether for value or not the “work” to third parties (not including affiliates of the Client) without the written approval of CRE8IVE WISDOM LTD, such approval not to be unreasonably withheld or delayed. Such approval will be deemed to have been given in the event CRE8IVE WISDOM LTD is subject to an event of insolvency.
13.2 All client work is subject to Intellectual Property Rights, given by CRE8IVE WISDOM LTD to the client. The term "Intellectual Property Rights" covers, copyrights, database rights, rights in logos, content, all rights of whatever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar to any of the above, in every case in any part of the world and whether or not registered; and including all granted or pending registrations, and all rights to make applications for registration in respect of any of the same. Essentially, this means that, upon full payment by the client, the IP on these elements becomes shared within the context of normal client business. A ‘license to use’ is also extended to agencies of the client, whether present or future, who might, in the course of normal client business and support, need to utilize any or all of the assets where IP is owned by CRE8IVE WISDOM LTD.
13.3 Any materials supplied by the Client for incorporation on the website or any other materials added by the Client to the contents of the website and the Intellectual Property Rights therein shall remain the property of the Client.
13.4 The software & code, which operates websites, designed and developed by CRE8IVE WISDOM LTD, is proprietary software & code and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software & code without shared Intellectual Property Rights being granted.
