Terms and conditions
Creative Stripes Limited provides branding and design services to business clients.
By requesting us to provide any services, you agree to be bound by these terms and conditions (“Terms and Conditions”).
1. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by Us and You incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern the provision of Our Services;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;
“Commencement Date” means the date on which You instruct Us to provide the Services;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy;
“Fees” means any and all sums due under the Agreement from You to Us, as specified in the Quote;
“Intellectual Property Rights” means (a) any and all rights in any trade marks, service marks, registered designs, (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;
“Project” means a one-off Service to be provided by as set out in our Quote;
“Services” means the services to be provided by Us as set out in Our Quote and subject to the Terms and Conditions of this Agreement;
“Term” means the term of this Agreement as defined therein;
“Quote” means the quotation provided to You setting out the Project/Services that We shall provide;
“We/Us/Our means Creative Stripes Limited, a company registered in England and Wales under Company Number 12104618 whose registered office is at Broad House, 1 The Broadway, Old Hatfield, Hertfordshire AL9 5BG.
“You/Your” means the party procuring Our Services, as stated on Our Quote;
1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2 “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
1.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.4 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.6 a “Party” or the “Parties” refer to the parties to the Agreement.
1.7 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.8 Words imparting the singular number shall include the plural and vice versa.
1.9 References to any gender shall include the other gender.
1.10 References to persons shall include corporations.
2. Provision of the Services
2.1 With effect from the Commencement Date, We shall, throughout the Term of the Agreement (see Clause 10), provide the Services to You.
2.2 We shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the branding and design industry in the United Kingdom.
2.3 We shall act in accordance with all reasonable instructions given to Us by You provided such instructions are compatible with the specification of Services provided in the Agreement.
2.4 We shall be responsible for ensuring that We comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 We shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by You, subject to Your acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3. Intellectual Property Rights
3.1 Upon receipt in full by Us of the Fee due under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in the work produced by Us through our Services shall be deemed to be assigned to You and We shall be deemed to have waived Our moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
3.2 Following the assignment of copyright and any and all other Intellectual Property Rights under sub-Clause 3.1, You shall be free to use the work that we have designed for You as part of Our Services for any purposes including, but not limited to, the purpose for which the work was originally commissioned.
3.3 You hereby agree that We shall retain and reserve the perpetual, royalty-free right to use any and all work and/or services developed by Us for display and self-promotional purposes, regardless of your acceptance and Our delivery of the same to you.
4. Your Obligations
4.1 You shall use all reasonable endeavours to provide all pertinent information to Us that is necessary for Our provision of the Services.
4.2 You may, from time to time, issue reasonable instructions to Us in relation to Our provision of the Services. Any such instructions should be compatible with the specification of the Services/Project provided in the Quote.
4.3 In the event that We require the decision, approval, consent or any other communication from You in order to continue with the provision of the Services or any part thereof at any time, You shall provide the same in a reasonable and timely manner.
4.4 If the nature of the Services requires that We have access to Your home or any other location, access to which is lawfully controlled by You, You shall ensure that We have access to the same at the times to be agreed between Us and You as required.
4.5 Any delay in the provision of the Services resulting from Your failure or delay in complying with any of the provisions of Clause 4 of the Agreement shall not be the responsibility or fault of Ours.
5. Fees and Payments
5.1 You shall pay the Fees as set out in Our Quote as follows:
5.1.1 For one-off Project Services, You must pay 50% of the Fee in advance of our commencing the Services, and thereafter 50% on completion of Our Services, or within 8 weeks of the Commencement Date, whichever is the sooner;
5.1.2 For ongoing Services, You will be required to stipulate the number of hours for which Our Services are required (“Blocks of Hours”). This will be set out in Our Quote. Payment for a Block of Hours is required in full, in advance of the Commencement Date. Blocks of hours are valid for 3 months from start date.
5.2 We shall invoice You in advance, and will provide a receipted invoice upon request.
5.3 Our Fees include UK based VAT, and services, products and expenses will have 20% VAT added where applicable.
5.4 Without prejudice to sub-Clause 10.3.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 5.1.1 of the Agreement shall incur interest on a daily basis at 8% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums.
5.5 Any Fees or payments due to Us must be made without any deduction or set-off whatsoever.
6. Liability, Indemnity and Insurance
6.1 We shall ensure that We have in place at all times suitable and valid insurance that shall include public liability insurance.
6.2 In the event that We fail to perform the Services with reasonable care and skill We shall carry out any and all necessary remedial action at no additional cost to You
6.3 Our total liability for any loss or damage caused as a result of Our negligence or breach of the Agreement shall be limited to the sum defined therein.
6.4 We shall not be liable for any loss or damage suffered by You that results from Your failure to follow any instructions given by Us.
6.5 Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Our liability for death or personal injury.
6.6 Subject to sub-Clause 6.3 of the Agreement We shall indemnify You against any costs, liability, damages, loss, claims or proceedings arising out of Our breach of the Agreement.
6.7 You shall indemnify Us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by Us ) caused by You or Your agents or employees.
6.8 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
7. Approval of the Services
7.1 All work produced by Us in the provision of Our Services (“Work”) shall be deemed approved by You unless You inform us otherwise in writing within 7 days of Our submitting the Work to you.
7.2 Any changes to the Work following Your acceptance as referred to in Clause 7.1 will incur additional fees.
7.3 Upon acceptance of the Work, We shall have no liability or responsibility for any further processes in which the Work is to be used by You.
8. Confidentiality
8.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and 2 years after its termination:
8.1.1 keep confidential all Confidential Information;
8.1.2 not disclose any Confidential Information to any other party;
8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
8.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Agreement.
8.2 Either Party may:
8.2.1 disclose any Confidential Information to:
8.2.1.1 any sub-contractor or supplier of that Party;
8.2.1.2 any governmental or other authority or regulatory body; or
8.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 8.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 8 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
8.3 The provisions of Clause 8 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
9. Force Majeure
9.1 No Party to the Agreement shall be liable for any failure or delay in performing their 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 We failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemics, pandemics, governmental action or any other event that is beyond the control of the Party in question.
9.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 days, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
10. Term and Termination
10.1 The Agreement shall come into force on the Commencement Date and shall continue for the period in which We provide Our Services, subject to the provisions of this Clause 10 of the Agreement.
10.2 We shall have the right to terminate this Agreement upon the giving of 1 months written notice.
10.3 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
10.3.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 3 Business Days of the due date for payment;
10.3.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
10.3.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
10.3.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
10.3.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
10.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
10.3.7 the other Party ceases, or threatens to cease, to carry on business; or
10.3.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
10.4 For the purposes of sub-Clause 10.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
10.5 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
11. Effects of Termination
Upon the termination of the Agreement for any reason:
11.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
11.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
11.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
11.4 subject as provided in Clause 11 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other;
11.5 each Party shall (except to the extent referred to in Clause 8 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and
11.6 If We terminate the Agreement pursuant to Your breach of any term of the Agreement, the Intellectual Property Rights licence granted under sub-Clause 3.1 of the Agreement shall terminate and You shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to the Us any such material in Your possession or control.
12. Data Protection
We will only use the Your personal information as set out in Our Privacy policy.
13. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14. Set-Off
Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
15. Assignment and Sub-Contracting
15.1 Subject to sub-Clause 15.2, the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
15.2 We shall be entitled to perform any of the obligations undertaken by Us through suitably qualified and skilled sub-contractors. Any act or omission of such sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of Ours.
16. Time
16.1 Save for the payment of Fees the times and dates referred to in the Agreement shall be for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties.
17. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
18. Non-Solicitation
Neither Party shall, for the Term of the Agreement and for 12 months after its termination or expiry (a) employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party; or (b) solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
19. Third Party Rights
No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
20. Notices
20.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
20.2 Notices shall be deemed to have been duly given:
20.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
20.2.2 when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
20.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
20.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
21. Entire Agreement
Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
22. Severance
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
23. Law and Jurisdiction
23.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
23.2 Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.