CREARE
COMMUNICATIONS LIMITED - TERMS AND CONDITIONS OF BUSINESS
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In these conditions,
unless the context requires otherwise:
"Buyer" means the company, firm, body or person
purchasing the Services from Creare.
"Contract" means a contract, subject to these conditions,
for the provision of the Services between Creare and the Buyer.
"Creare" means Creare Communications Limited (company
number 5848349) whose registered office is at Hill House, Regent Street,
Lutterworth, Leicestershire, LE17 4AT and
any subsidiary or agent of Creare through which the Services are sold.
"Order" means a purchase order in respect of the Services
completed or agreed by the Buyer and submitted to Creare, together with all
documents referred to in it.
"Quotation" is an agreed piece of work (incorporating these
conditions) provided by Creare to the Buyer in respect of the Services. No contract will come into existence
until CreareÕs written acceptance or order form has been completed and signed
on behalf of the Buyer and the order acknowledgement has been signed on behalf
of Creare.
"Services" means the subject matter of each Contract between
the Buyer and Creare, being the work and/or services or any of them to be
performed by Creare for the Buyer pursuant to the Order.
"Standard
Form" means CreareÕs
standard form of Order.
1.1
A Quotation shall not be binding on Creare and a Contract will
only come into being upon acceptance by Creare of the Order by signing or
counter signing the date of the order and returning it to a customer.
1.2
The Contract will be subject to these conditions. All terms and conditions appearing or
referred to in the Order or otherwise stipulated by the Buyer shall have no
effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing
by Creare.
1.4
These conditions shall, to the extent applicable, apply to
goods and products in the same way as they apply to Services.
1.5
The minimum length of any ongoing website services purchased
will be 12 months.
2.1
Where the Services are sold by reference to Creare's published
price list or tariff structure, the price payable for the Services shall be the
ruling price as published in the price list or tariff structure current at the
date of purchase.
2.3
Creare shall (if applicable) add to the price of the Services,
and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty
applicable from time to time to sales or supply of such Services.
2.4
Any price changes will take effect from the 1st day
of the month and the customer will be notified in writing 7 (seven) days before
any price change takes effect.
3.1
Subject to clause 3.2 the Buyer shall, at the time of
submission of an Order to Creare, pay to Creare a non-refundable deposit for
the Services specified on the Order of 25% of the value shown on the Order (ÒDepositÓ).
3.2
The Buyer shall not be required to pay a Deposit in respect of
Optimisation or Web Hosting services.
3.3
Creare shall invoice the Buyer for all Services (less any
Deposit) immediately on completion of the web Site.
3.4
Unless otherwise agreed in writing by Creare and without
prejudice to clauses 3.1 and 4, invoices shall be payable by the Buyer
immediately upon completion of the relevant Web Site to which the invoice
relates.
3.5
The Buyer shall make all payments due to Creare by cheque
(supported by an appropriate cheque guarantee card) or by bankers draft or in
cash or by telegraphic or electronic transfer direct to the company bank
account or by arranged Direct Debit (and in each case in pounds sterling).
3.6
If the Buyer fails to pay any amount due to Creare under this
Agreement on the relevant due date, default interest at the rate specified by
the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such
amount for the period from the day after the due date until the date of receipt
(whether before or after judgment) together with any reasonable and proper
amounts incurred by Creare in seeking to recover such late payment from the
Buyer (including, without limitation, legal fees).
4.1
The client unconditionally guarantees that any element of
text, graphics or other artwork furnished to Creare for inclusion in the web
design project are owned by the client, or that the client has permission from
the rightful owner to use each of these elements, and will hold harmless,
protect and defend Creare and itÕs subcontractors from any claim or suit
arising from the use of such elements furnished by the client.
4.2
All creation files remain the intellectual property of Creare
on completion of a web design project.
4.3
Creare shall be free to reproduce, use, disclose, display,
exhibit, transmit, perform, create derivatives works, and distribute any item
from the clients web pages unless specifically agreed to do otherwise. Further, Creare shall be free to use
any ideas, concepts, know how or techniques acquired in the construction of web
sites for any purpose whatsoever including but not limited to developing,
manufacturing and marketing products and any other items incorporating such
information unless specifically agreed otherwise.
5.
SEARCH ENGINE OPTIMISATION
5.1
Whilst Creare will try to improve the position of
your website in Search Engine results in response to a search request, we do
not warrant that this effort is in any way guaranteed.
5.2
Creare cannot be held responsible for any changes to the
position of you Web Site in the Search Engine results in response to a search.
6.
WEB SITE SERVICES
6.1
Creare are registered Reseller Partners for domain name
registration, website hosting and mailboxes through either Fasthosts or 1 and
1. The registration of a domain
name, hosting of a website or registering of mailboxes on behalf of the client
is subject to the terms and conditions of these businesses on their individual
websites.
6.2
Creare will accept no liability for any financial loss
resulting from a domain not being renewed.
6.3
Creare shall have no liability arising from any financial loss
arising from any registered mailbox not being available.
6.4
A change of one hundred pounds (£100) + VAT will be charged
for any domain transfer. A domain
will only be transferred if this has be paid as well as any other outstanding
balance owed to Creare Communications.
7.
E Commerce Web services
7.1
Creare supply E Commerce Services via EKM Power Shop and the
client is subject to the terms and conditions of this business on their
individual websites.
7.2
Creare will accept no liability for any financial loss
resulting from the use of any E Commerce website.
8.1
Creare acknowledges and agrees that it shall perform the
Services:
8.1.1
with reasonable skill and care; and
8.1.2
in accordance with good industry practice.
8.2
The Buyer acknowledges and agrees that Creare shall have no
liability to the Buyer in respect of the positioning of the BuyerÕs Web Site.
8.3
The Buyer's remedies in respect of any claim under the
foregoing express warranty or any condition or warranty implied by law or any
other claim in respect of the Services or Web Site or any workmanship in
relation to them (whether or not involving negligence on the part of Creare)
shall, in all cases, be limited to re-performance of the Services or refund of
the relevant purchase price.
8.4
Creare shall not in any circumstances be liable to the Buyer
for any indirect or consequential losses or any loss of profits purported to
have been suffered by the Buyer.
8.5
Creare shall not be liable for any failure in the performance
of any of its obligations under the agreement caused by factors outside its
control.
9.1
Creare undertakes to use its reasonable endeavours to provide
completed Services to the Buyer within 30 days of the date on which Creare
receives a signed Order from the Buyer.
9.2
The dates for carrying out the Services and delivery of any
resultant Web Site are approximate only and, unless otherwise expressly stated,
time is not of the essence for delivery or performance.
9.3
Creare will not be liable in any circumstances for the
consequences of any delay in delivery or performance or failure to deliver or
perform save where the same is as a result of the negligence of Creare.
9.4
No delay (unless material) shall entitle the Buyer to reject
any delivery or performance or any other Order from the Buyer or to repudiate
the Contract or the Order.
10.1
The Buyer acknowledges and agrees that Creare shall produce
the Web Site based on information provided to it by the Buyer.
10.2
Notwithstanding clause 8.1, it shall be the responsibility of
the Buyer (and not Creare) to review and approve the content of the Web Site
(including, without limitation, the spelling of names and addresses and the
accuracy of telephone numbers) at the time of the completion of such Web Site
by Creare to the Buyer for approval by the Buyer.
10.3
Creare shall have no liability to the Buyer for any
inaccuracies in the Web Site if and to the extent that the Buyer has failed to
review and/or approve (or require amendment (as the case may be)) provided to
the Buyer by Creare pursuant to this Agreement.
11.
TERMINATION
11.1
Creare may terminate the Contract immediately in the event
that the Buyer is in breach of its obligations under the Contract and/or the
Buyer suffers any event of insolvency or is or becomes unable to pay its debts
as they fall due.
11.2
Creare may at its discretion suspend or terminate the supply
of any goods and services if the buyer fails to make any payment when due or
otherwise defaults in any of its obligations under the contract or any other
agreement with Creare or becomes insolvent, has an administrative receiver
appointed of its business or is compulsorily or voluntarily wound up or Creare
bona fide believes that any of those events may occur and in any case of termination
may forfeit any monies paid.
11.3
Creare may by written notice terminate the Agreement
immediately and without liability for compensation or damages except as
mentioned in this agreement if the Buyer fails to make payment as specified
above.
11.4
Any contract cancelled during the first twelve (12) months
will incur a penalty charge of £200.
12.
THIRD PARTY CLAIMS
The Buyer shall indemnify Creare and keep Creare
indemnified from and against any and all actions, costs (including, without
limitation, the cost of defending any legal proceedings), claims, proceedings,
accounts and damages in respect of any infringement or alleged infringement by
a third party of any patent, registered design, unregistered design, design
right, copyright, trade mark or other industrial or intellectual property
rights resulting from compliance by Creare with the Buyer's instructions,
whether express or implied.
13.1
None of the rights or obligations of the Buyer under the
Contract may be assigned or transferred in whole or in part without the prior
written consent of Creare.
13.2
The Web Site shall be for the sole use of the Buyer and shall
not be capable of assignment to a third party by the Buyer.
13.3
Creare shall be entitled to sub-contract any work relating to
the Contract without obtaining the consent of, or giving notice to, the Buyer.
14.1
Any notice or other communication to be given under these
conditions must be in writing and may be delivered or sent by prepaid first
class letter post or facsimile transmission.
14.2
Any notice or document shall be deemed served: if delivered,
at the time of delivery; if posted, 48 hours after posting; and if sent by
facsimile transmission, at the time of transmission.
The invalidity, illegality or unenforceability of any provision
of these conditions should not affect the other conditions.
A person who is not party to this agreement shall have no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this agreement. This
clause does not affect any right or remedy of any person which exists or is
available otherwise than pursuant to that Act.
The Contract shall be governed by and construed in all
respects in accordance with English law and the parties hereby submit to the
exclusive jurisdiction of the English courts.
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May
2007 Edition