1.1 In this agreement, including all Schedules and annexes:
2.1 In consideration for payment of the Price, we will provide the Services in accordance with the provisions of this agreement. For the avoidance of doubt, failure by you to pay all of the Price in full on the due date or dates for payment as set out in the Payment Schedule will result in us being able to suspend the provision of the Services with immediate effect.
2.2 We will provide the Services using reasonable skill and care.
2.3 Time shall not be of the essence for delivery of the Services.
2.4 We agree to comply with any special conditions detailed in Schedule 3.
2.5 In the event of a discrepancy or conflict between any special conditions detailed in Schedule 3 and the terms and conditions detailed in Part B of this agreement, the special conditions detailed in Schedule 3 shall prevail.
3.1 You agree to do all acts and things (including providing us and our subcontractors with all necessary information, materials, approvals and decisions) reasonably required by us to enable us to carry out our obligations under this agreement.
3.2 You warrant that you have the right to provide us with any Materials which you supply to us and that our use of such Materials in accordance with this agreement will not infringe the rights of any third party.
3.3 You agree to pay the Price in accordance with the Payment Schedule.
3.4 You agree to provide us with accurate and complete information necessary for us to provide the Services.
4.1 The Price for the Services is as set out in Part A of this agreement.
4.2 Payment shall be made in accordance with the Payment Schedule.
4.3 All prices are exclusive of VAT unless otherwise stated.
4.4 If you fail to make any payment when due, we may suspend the provision of the Services until payment is made in full.
5.1 All IPR in any work product created by us in the course of providing the Services shall, upon payment in full of the Price, be assigned to you, subject to our right to use such work product for our own promotional and marketing purposes.
5.2 You grant us a non-exclusive licence to use any Materials provided by you for the purposes of providing the Services.
5.3 We retain all IPR in any pre-existing materials, tools, methodologies or know-how used by us in providing the Services.
6.1 Each party agrees to keep confidential all information received from the other party which is marked as confidential or which is clearly confidential in nature.
6.2 This obligation shall not apply to information which is already in the public domain, which is required to be disclosed by law, or which is independently developed by the receiving party.
7.1 We warrant that we will provide the Services using reasonable skill and care.
7.2 We do not warrant that the Services will be uninterrupted or error-free, or that they will meet your specific requirements unless such requirements are expressly set out in this agreement.
7.3 You warrant that you have the authority to enter into this agreement and that all information provided by you is accurate and complete.
8.1 Nothing in this agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1, our total liability to you in respect of all losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Price paid by you for the Services.
8.3 We shall not be liable for any indirect or consequential losses, including but not limited to loss of profits, loss of business, or loss of data.
9.1 Either party may terminate this agreement immediately by giving written notice if the other party commits a material breach of this agreement and fails to remedy it within 30 days of being notified of the breach.
9.2 We may terminate this agreement immediately if you fail to pay any amount due under this agreement.
9.3 Upon termination, you shall pay us for all Services provided up to the date of termination.
10.1 Neither party shall be liable for any failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, industrial action, or failure of telecommunications or power supplies.
11.1 This agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, or arrangements between them relating to the subject matter of this agreement.
11.2 No variation of this agreement shall be effective unless it is in writing and signed by both parties.
12.1 If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.1 No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right.
14.1 You may not assign or transfer any of your rights or obligations under this agreement without our prior written consent.
14.2 We may assign or transfer any of our rights or obligations under this agreement to any third party.
15.1 This agreement does not confer any rights on any person who is not a party to it.
16.1 This agreement (and any dispute or claim relating to it, its enforceability or its termination or which may otherwise arise in connection with it) is to be governed in all respects by and construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales as regards any claim, dispute or matter arising out of or in connection with this agreement.
These terms and conditions are subject to change without notice.
If you have any questions about these Terms and Conditions, please contact us by email at info@creativewebservices.co.uk, by telephone on +44 7883 414458, or through the contact form on our website.
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