Terms and Conditions

1.   Definitions
1.1 “Service Provider” - “Us” - “We”means Creative Web Designs.

1.2 “Client” – “You” means the natural person, partnership, body corporate, business structure or other organisational structure that enters into a Services Provision Agreement with the Service Provider.

1.3 “Service Provision Agreement” – “Order”means any contractual arrangement whereby the Client retains service(s) of the Service Provider.  

1.4 “the Website”means the web pages to be originated, designed, constructed and/or maintained by the Service Provider in accordance with a “Service Provision Agreement” irrespective of whether they contain or comprise text, graphics, pictures, screen designs, screen layouts, sound, audio-visual material, film or software.

1.5 “Domain Name” means the domain name(s) set out in a Service Provision Agreement and/or any other domain name acquired by the Service Provider or the Client which is to be used for the purpose of or otherwise associated with the publication of the Client’s Website.

1.6 “Intellectual Property” refers to all and or any rights existing, granted and/or pending in respect of but not limited to copyright, get-up, trademark, trade name, patent, registered design, typography rights, know-how, rights in designs, moral and performers’ rights subsisting in the Website;

1.7 “ISP”means Internet Service Provider;

1.8 “Monthly Fee”means the financial consideration paid by the Client to the Service Provider on a monthly basis for the period of time as specified in the Service Provision Agreement.

1.9  “The Party Property” means any graphics, screen designs, audio-visual effects, pictures, software and other proprietary material belonging to a third party and which form part of the Website;

2.   Formation of a Contract
2.1 The proposal given on or attached to these terms and conditions will only remain valid for a period of 14 days.

2.2 Acknowledgment and acceptance of this proposal is made by You placing an order within the specified period in paragraph 2.1 above, at which time You will be bound by these terms and conditions. Each proposal accepted shall constitute an individual legally binding contract between You and us. Such contract is hereinafter referred to in these terms and conditions as "an order".

2.3 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by Usor a person authorised to sign on our behalf.

2.4 Nothing in these terms and conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which we may be entitled in relation to the services and or the work the subject of this order.

3. Our Responsibility
3.1 We will ensure that our services comply with best business practices and are free from defects and that any service(s) provided is carried out with reasonable care and skill and to a reasonable standard.

3.2 Before starting any work we will undertake a final survey to make sure that all work quoted is appropriate and practicable.

3.3 If after our final survey any further work is necessary either because of alterations in design, specification or otherwise and this causes an increase in costs we will send You a further proposal giving details of the extra costs and will only proceed with the works once your written acceptance has been received.

3.4 Subject to paragraphs 3.2 and 3.3 we will carry out the work in accordance with our proposal.

3.5 We will endeavour to maintain and provide maximum access to your Website in respect of our own equipment and provision.

3.6 Where reasonably practicable to do so we will give You reasonable advanced notice of our intention to undertake maintenance work on your site.

3.7 We will notify You as soon as is reasonably practicable if we become aware of any third party allegation(s) of intellectual property infringement.

3.7 If we have reasonable cause to suspect your non compliance with clause (4.3) below we reserve the right to take whatever action we reasonably consider necessary which may include removal of suspected materials and or suspension of the web site. If your site is suspended reconnection will incur a fee of £25.

4. Your Responsibility
4.1 You will provide all materials and site copy detailed in the Service Provision Agreement by the deadline dates specified in that Agreement. We reserve the right to make a reasonable daily surcharge where your delay hinders our completion of the Website later than the anticipated completion date.

4.2 You will provide Uswith maximum cooperation to allow Usto complete the scheduled work by the anticipated completion date.

4.3 You will obtain all permissions and consents in respect of third party rights concerning intellectual property rights of all materials you provide to Usfor inclusion in the Website.

4.4 You will notify Usas soon as is reasonably practicable if You become aware of any third party allegation(s) of intellectual property infringement.

4.5 You will indemnify Usin respect of all / any actions arising as a consequence of clause (4.3) above.

4.6 You will authorise your Service Provider to provide Uswith total and unrestricted access to your ISP accounts associated with the Website.

4.7 You will permit Usto publicise the Website to search engines and / or any other promotion mechanisms we consider necessary.

5. Intellectual Property and Ownership
5.1 All Intellectual Property rights associated with the Website shall vest with and remain with Us.

5.2 Ownership and title of any Domain Name(s) purchased for use with or in association with the website shall remain the property of whoever purchased that domain name.

5.3 Any image, graphic, sound, music, custom coding or scripts, text and any other original material supplied for the design of the Website, whether Third Party Property or that of the Service Provider or the Client, shall remain the property of its owner.

5.4. We reserve the right to use the same or like images, likenesses or modified versions of any images, graphics, sound, music, custom coding or scripts, text, and any other material including Third Party Property supplied and or originated by Usduring the construction of the Website.

6. Modifications to the Website
6.1. We will accept no liability howsoever arising consequent of any modification or amendment made to the Website by any third party.

6.2 We reserve the right to amend, modify and or alter the Website where we consider it necessary  to maintain the continuance of the Website free from materials and content which may be construed as illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or is otherwise actionable or in violation of any rules, regulations or laws to which the Website is subject.

1. If action as stated in clause (6.2) above is deemed necessary we will notify You in writing by sending a Recorded Delivery letter to your invoice address detailing the reason(s) for such amendment or modification.

6.4 Where action as stated in clause (6.2) above is deemed necessary we will make a charge at our usual hourly rate for the work undertaken.

7. Payment
7.1 All amounts specified in the Service Provision Agreement are net of VAT which, where applicable, will be charged at the rate ruling at the date of invoice.

7.2 All payments due to Us are to be made promptly and in full on their due date and without any deduction for set-off or other deduction whatsoever.

7.3 We will accept your payment by cash, cheque / bankers draft, debit card, or Visa or Mastercard

7.4 Failure to pay the balance of the order price within 14 days of it becoming due will result in an interest charge on the outstanding amounts at a daily rate of 4%per cent per annum above the then base lending rate of the Bank of England from the date the payment was due until actual date of payment.
 
7.5 Where the Service Provision Agreement provides for continuing and rolling services payment for such services will be made in accordance with clause (7.1) above by payment of a Monthly Fee payable by Direct Debit or Standing Order.  A surcharge of £25 will be made in circumstances of late / non-payment.

7.6. Where payment in not made in accordance with stated payment terms we reserve the right to withhold all / any Services (including hosting of the Website) and to make a reconnection charge of £25

8. Deposit
8.1 On acceptance of the proposal in accordance with paragraph 2.2 the deposit specified in the Service Provision Agreement shall be payable. The balance of the order price will be due upon satisfactory completion of the work.

8.2 If You fail to pay the order price within 14 days of it becoming due interest shall be chargeable on the outstanding amounts at a daily rate of 4%per cent per annum above the then base lending rate of the Bank of England from the date the payment was due until actual date of payment.

9. Cancellations and Termination
9.1 If You change your mind You may cancel your order by notifying Usin writing within 5 day of the order date at our address stated below. At the time of cancellation we will invoice You in respect of our costs and expenses incurred up until cancellation date and such amount will be equal to the deposit specified in the respective Service Provision Agreement. Such payment will be due for immediate payment and subject to payment terms as stated in clause (7) above.  

9.2 We may terminate the Agreement(s) if You fail adhere to the payment terms clause (7) above.

9.3 Either party may terminate the Agreement(s) if the other shall convene a meeting of its creditor or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) or if any analogous event shall take place in relation to the Client.

9.4 Continuing and rolling services paid via Monthly Fee, is for a minimum period of 6 months following which a 2 clear month cancellation notice is required. If You cancel within the 6 months period we will charge You a cancellation fee equal to 50% of the monthly fee for the unexpired months including the 2 month cancellation period.

26. Termination of the Agreement(s) irrespective of reason shall be without prejudice to any further rights or remedies available to the parties.

10. Force Majeure
10.1 We shall not be liable for delay or failure to perform any of our obligations under this order if the delay or failure is caused by any circumstances beyond our reasonable control.

10.2 For the purposes of this condition, "force majeure" shall include, but not be limited to acts of God, war, terrorism, civil disorder, industrial dispute, fire or explosions.

10.3 Upon the happening of a "force majeure" event we shall be entitled to a reasonable extension of time for the performance of our obligations.

10.4 In circumstances where a “force majeure” event causes this Agreement to become “frustrated” we will be entitled to receive payment from You on a “quantum meruit” basis and such payment will be made on the basis of clause (7.2) above.

11. Waiver
11.1. The waiver by either party of a breach or default of any of the provisions of the Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

12. Confidentiality
12.1. The Service Provider and the Client undertake to each other that they will not at any time after the date of the Agreement use or divulge or communicate any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other (including but not limited to details of the Services) save where required to do so by law.

13. Exclusions
13.1 We do not exclude liability for death or personal injury, however we shall not be liable for any direct loss or damage suffered by You howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise in excess of the value of the order.
                       
13.2 We shall not under any circumstances be liable for any indirect or consequential loss howsoever caused whether by negligence, breach of contract, misrepresentation or otherwise.

13.3 We or our insurers shall not be liable or investigate any claim for loss unless You have given written notice to Uswithin 14 days of its occurrence and given Us or our insurers every facility to investigate such occurrence.

14. Complaints
14.1 We aim to provide a high level of service. If You do have an enquiry or complaint regarding the service provided by  please address them to Creative Web Designs 48, Aire Street, Goole, East Riding, DN14 5QE, England.

15. Notices
15.1. All notices or other documents under the Agreement shall be in writing and delivered personally, sent by fax, or sent by mail, postage prepaid, addressed to either The Service Provider or the Client at their addresses set out in the Agreement or any other address subsequently notified for such purpose.  Notices shall be deemed received on delivery if delivered personally, upon receipt of a fax confirmations sheet if faxed, 72 hours after posting if sent first class in the UK and six days after posting if sent overseas by airmail.

16. Headings
16.1. Headings used in herein are for convenience only and shall not be used to interpret or construe its provisions.

17. Jurisdiction 
17.1 If any part of these terms and conditions are found to be unlawful it shall not affect the validity or enforceability of the remaining clauses. These terms and conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.