Terms & Conditions

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In these Terms and Conditions, “we”, “us” or “our” means CreativeOpolis. The below Terms and Conditions govern your submission of an order to us for our provision of products / services to you through the CreativeOpolis website (“website”), and your registration for an account on the website by which you will be able to manage those products / services that you receive. By submitting your details to us for registration for an account, you agreement to be legally bound by these Terms and Conditions and the relevant below schedules. We reserve the right to amend the Terms and Conditions (set out below) at any time.

Amendments
All amendments will be posted on the website. If you do not accept the changes we make, you can terminate this agreement, however, charges may apply. Continued use of our products / services will, however, be deemed to constitute acceptance of the new Terms and Conditions. No other terms or changes to the Terms and Conditions will be binding unless agreed in writing signed by us.

Agreement
The binding agreement that is in place, on the basis of these Terms and Conditions and the relevant schedule/s, for us to provide certain products / services to you once you have submitted to us an order and we have issued to you our acceptance. If you make more than one order, each order shall, subject to the order being accepted, constitute a separate agreement and, therefore, each will be separate from other orders you make.

Business and Individual Consumer
You are a business customer if you enter into the agreement, and you are not a consumer. You are a consumer if, in entering into this agreement, you are an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession.

Confidential Information
Any information in any form or medium obtained by or on behalf of either party from or on behalf of the other party in relation to this agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this agreement, together with any reproductions of such information or any part of it.

Authority
If you are a business customer, you confirm that you have authority to bind any business on whose behalf you use the website to place an order. If you are a business customer, these Terms and Conditions, the acceptance of an order, our Privacy Policy / Cookies Policy and Data Protection Policy constitute the entire agreement between you and us, and you acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in them

Age Restriction
By registering for an account and placing an order with us, you confirm that you are at least 18 years of age.

Material
“Material” means anything that you upload (or permit to be uploaded) onto our servers as part of our provision of the products / services we provide to you, including any and all materials, works of authorship, software, files, multimedia and audiovisual material, tools, processes, systems, manuals, databases, database structures, a website’s “look and feel”, content, documents, records, reports, ideas, know-how, information, text, data, diagrams, artwork, screenshots, drawings, plans, descriptions, specifications, images, graphics, domain names and marks (in whatever form and on whatever media). You agree that you have permission from the copyright owner/s to use their work if you do not own the material yourself. We will not be held liable for copyright infringement.

Effect
These Terms and Conditions shall apply to all orders and to all agreements. When you place an order, this shall always constitute your unqualified acceptance of these Terms and Conditions. If you are a Consumer, nothing in this agreement affects your statutory rights. This agreement shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing or orally, are expressly waived and excluded.

General
Third party rights: A person who is not us or you shall not have any rights under or in connection with this agreement.

Transfer by you: This agreement is personal to you. You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent (such consent not to be unreasonably withheld or delayed).

Transfer by us: We may transfer our rights and obligations under this agreement to another organisation, and we will always inform you if that happens, but this will not affect your rights or our obligations under this agreement.

Waiver: If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Severance: Each of the provisions of this agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.

No partnership: Nothing in this agreement shall constitute a partnership or employment or agency relationship between us and you.

Governing law: This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

Jurisdiction (if you are a consumer): If you are a consumer, you submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation, except where, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction. This shall not apply if you are a Business Customer.
Jurisdiction (if you are a business customer): If you are a business customer, you submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation. This shall not apply if you are a Consumer.

Account Registration
If you would like to place an order, you will need to register for an account on our website which you will be able to access through the “portal”, and by which you will be able to change the details that we hold about you and manage the products / services provided to you. You may browse the website without registering for an account. If you already have an account, you can login to place an order. Once you register for an account, you will be asked to create a username and password. You may change this password at anytime by accessing your private area. You must keep the password confidential and immediately notify us if there is any unauthorised use of your email address, your account or any breach of security otherwise known to you. You acknowledge that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using (and / or transacting via) your account. Please note that you will be entirely responsible if you do not maintain the confidentiality of your password. You must be registered for an account with a valid email address that you access regularly, so that, amongst other things, we can send administration and information emails to you. An account registered with another individual’s email address or with a temporary email address may be closed by us without notice. We may also require you to validate your account at registration by sending an email to the address used for registration and currently held on file. We reserve the right to reject any registration for an account and to refuse use of or access to the website to anyone for any reason, at our absolute discretion.

Placing an Order and Forming an Agreement
Once you have registered for an account, you will be able to place an order, and by following the website instructions, you will be able to select products / services in relation to which you would like to place an order. Before placing an order, you will be shown a webpage listing the products / services you have selected together with the fees payable. You have an opportunity to correct any errors in your selections prior to placing your order. The Fees are payable by you in advance at the intervals specified in the order acceptance in respect of the products / services you will be receiving, and you will pay the first portion of fees to us in advance at the time that you place the order. You must pay using the payment gateways we offer only; you must have an account with Paypal or the credit / debit cards available for you to use in order to place an order and you must agree to any of these merchants’ terms and conditions in order to have such an account. You must be fully entitled to use any payment card or payment account, and must have sufficient funds to cover the payment(s) being made to us. We shall not be bound to supply any products / services to you until we have received the necessary cleared funds in full. When you place an order with us, you agree that you do so subject to these Terms and Conditions current as at the date on which you place your order. It is your responsibility to review the latest Terms and Conditions each time you place an order. We shall not be obliged to provide any products / services to you until we have accepted your order for those products / services  We may refuse to accept your order for any reason at our absolute discretion. Any order acknowledgement that we send to you, whether by email, letter or by any other media, is for your information only and is not an acceptance of an order. An order acknowledgement may contain an order number and details of your order. This agreement will be formed when we accept your order and become legally bound to provide the products / services to you. Such acceptance takes place when we expressly accept your order by sending you an order acceptance, whether by email, letter or any other media, which shall state that we are accepting your order. An order acceptance shall take effect when it has been sent to you by us. We may send you an invoice at any time after we have sent you an order acceptance. Until we have sent you an order acceptance, we reserve the right to refuse to process your order, and you reserve the right to cancel your order. If we or you cancel your order before we have sent you an order acceptance, we will then arrange for you to be refunded any fees that you have already paid in respect of that order. If, after placing your order, you realise that you have made a mistake, please contact us as soon as possible using the support ticketing system available through your private account located in the portal area.

Provision of the Products and Services
When we send you an order acceptance, we will activate the products / services that are contained within your order. We inform you of such activation in the order acceptance. Following the date of the order acceptance, this agreement will continue in force until otherwise terminated in accordance with this agreement. We shall provide to you the products / services that are set out in the order acceptance that are the subject of this agreement. We warrant that: i. we shall use our reasonable skill and care in providing the products / services  ii. our employees, agents and subcontractors have the necessary skill to provide any products / services; iii. any products / services will be provided in a professional, competent and workmanlike manner; iv. we have all necessary consents, rights and permission to enter into, and perform our obligations under, this agreement; and v. we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this agreement. We do not warrant that the products / services will meet your individual requirements. We are not responsible for any people, equipment, deliverables, products or services that we are not expressly stipulated to provide in this agreement. You are responsible for any people, equipment, deliverables, products and services that you need to obtain from someone other than us. Except for any matter in relation to which we specifically agree in writing to advise or do, we shall not be responsible, or have any liability for advising on, or failing to advise on, or doing, or failing to do, anything else. Where we say, in this agreement or on the website generally, that features of the products / services are “unlimited”, that is always subject to: i. fair use; ii. your use of the products / services for what a reasonable person might consider to be the provision of a publicly available website; iii. We reserve the right to suspend our provision of the products / services to you if your use of the products / services is having a detrimental impact on our other customers. This might happen if, for example, your website (in respect of which you use the products / services): a. has been hacked (such as through bugs in commonly-used software including WordPress); b. contains malware; c. is attacked (including by a denial of service attack); and/or d. is badly coded (in all of these examples, your website might use excessive resource on our servers to the detriment of our other customers’ use of the products / services. Following the decision to suspend any products / services, we will contact you with details of the suspension and invite you to remedy the situation if appropriate, or for example in the case of a denial-of-service attack, when we will next review the situation. In such a situation, you are able to discuss what may be required for the products / services to be reinstated by contacting us through the support ticketing system available through your private account), and iv. your compliance with: be responsible for ensuring that, and you hereby warrant and undertake to us that, your use of the products / services and any material: does not impose an unreasonable or disproportionately large load on our infrastructure or the products / services (whether or not the products / services have “unlimited” elements, such as in relation to internet traffic or disk usage); data warehousing (or similar) (you acknowledge that the products / services and any material may not be used for the purpose of data warehousing such as (but not limited to) storage of backup or archival data, mirror sites, or personal multimedia content such as movies, music, photos or other media); peer-to-peer media (including files) sharing or streaming (you acknowledge that the products / services and any material may not be used for the purpose of peer-to-peer file or media sharing, streaming, BitTorrent, Tor or other similar forms of data transmission; and content delivery networks (you acknowledge that the products / services and any material may not be used for the purpose of providing or participating in a content delivery network.

We do not warrant that the products / services (including any access to your account) will be uninterrupted, error-free or secure from unauthorised access, or that they will meet your individual requirements. Whilst we use our reasonable endeavours to make the products / services available, we shall not have any liability (subject to: what we do not exclude liability for: We shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. the Consumer Rights Act 2015; or v. the Consumer Protection (Amendment) Regulations 2014; or vi. any other liability which cannot be excluded or limited by applicable law), or (what this limitation does not apply to: We shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. any other liability which cannot be excluded or limited by applicable law) (as applicable). If for any reason the products / services are unavailable for any time or for any period, we make no warranty that your access to the products / services will be uninterrupted, timely or error-free. Due to the nature of the internet, this cannot be guaranteed. However, we will use our reasonable endeavours to ensure at least a 99.9% uptime products / services availability level.

We reserve the right, at any time, to carry out repairs, maintenance or introduce new facilities and functions in respect of all or any part of the products / services. We will monitor our provision of the products / services using our own monitoring tools. We will only rely on our own monitoring tools to assess the performance of the products / services, and we will not consider or accept any results, reports or data from your monitoring tools in relation to the products / services. We shall use our reasonable endeavours to perform our obligations under this agreement within any timescales set out in this agreement. However, we shall not have any liability for any delays or failures to accurately perform our obligations: i. if we have used those endeavours; or ii. if caused by any failure or delay on your part or by any breach by you of this agreement or any other agreement between us and you. If there is any slippage in time, we shall use our reasonable endeavours to reschedule delayed tasks to a mutually convenient time. Except as specifically stipulated in this agreement, we shall not be responsible for providing or achieving any particular results or outcomes or within a particular time. Except where expressly stated in this agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the products / services. Where necessary, we may need to access your products / services and material, and you acknowledge that we may make such access without informing you (subject always to our Privacy / Cookies Policy). We do not warrant that the products / services will be compatible with all material. You acknowledge that the servers used in the provision of the products / services (including virtual private services (known as VPS servers) and physical private servers (known as dedicated servers) may be accessible to all users of the internet. We do not and cannot make any guarantee as to, and we shall not have any liability in respect of, the protection or security of any information held on the servers. We may, at our absolute discretion, from time to time either host the products / services and any material on our own servers or use third party suppliers to do so in whole or in part. You acknowledge that we may from time to time without prior notice and without the need for prior agreement: i. move the hosting of the products / services (and any material) to such servers (both internal and external) as we consider appropriate, at our absolute discretion; and ii. provide reasonable additional obligations or requirements on you or reasonably restrict your rights due to the requirements of the third party suppliers.

Your Obligations
You must only submit to us or the website information (whether material, contact details or otherwise) which is accurate and not misleading and you must keep it up-to-date and inform us of any changes. You must: i. co-operate with us; ii. provide us with any information we reasonably require in respect of the products / services from time to time; iii. report any faults or suspected faults with or in the products / services to us immediately upon discovery; iv. report to us any abuse of the internet (including spam, hacking and phishing) that you consider to have taken place through the use of the products / services by any person, and you shall include in such report as much information as you are able to provide to us relating to the type of abuse that you have witnessed; v. use your own login details for the website and not impersonate any other person or adopt a false identity; vi. keep your password strictly confidential and secure, and immediately change your password if you know or suspect that any unauthorised third party becomes aware of your password or if you become aware of unauthorised use of your password or there is any other breach of security known or suspected by you; vii. maintain access to the products / services through your Internet or telecoms service providers, and we are not responsible for any connections from your system to the products / services; viii. license and configure any third party hardware and / or software necessary for you to remotely access and use the servers we use in the provision of the products / services; ix. be responsible for ensuring that you have the knowledge and expertise necessary to access and make use of the products / services; x. ensure that all material is suitable and prepared for use in conjunction with the products / services; xi. be responsible for ensuring that, and you hereby warrant and undertake to us that, your use of the products / services and any material: a. does not infringe the privacy rights or intellectual property rights of any third party; b. does not harm us or bring us or our name into disrepute; c. is not for the purposes of sending spam or other unsolicited emails; d. is not for the purposes of breaching or circumventing the security of any network or internet user; e. does not impose an unreasonable or disproportionately large load on our infrastructure or the products / services (whether or not the products / services have “unlimited” elements, such as in relation to Internet traffic or disk usage); f. does not interfere with another user’s use of the products / services or similar products / services; g. is not defamatory, obscene, abusive, malicious, indecent, harassing or discriminatory; h. conforms in all respects will all applicable laws, rules, regulations, bye-laws and codes of practice (including disability discrimination, intellectual property, privacy and data protection laws); and i. does not contain any material detrimental to us or any other user of the products / services or similar products / services  including any viruses, trap doors, back doors, trojan horses, time bombs, easter eggs, worms, cancelbots or other computer programming routines that are intended to detrimentally interfere with, damage, expropriate or surreptitiously intercept any system, data or personal information; xii. promptly comply with our reasonable requests from time to time in connection with this agreement; and xiii. ensure that the products / services are sufficient and suitable for your purposes and meet your individual requirements.

We will not tolerate accounts using sexually explicit, obscene or pornographic content no matter in what form (text, video or images), or of any age of individual. Sexually explicit, obscene or pornographic content depicting children under the age of eighteen years, or any non-pornographic content depicting children under the age of eighteen years in a state of undress or nudity that at the discretion of our staff could be considered erotic in nature or intended as being erotic in nature. If you are either a consumer or business customer and you are found to be violating the aforementioned, you fully accept that you shall have your account immediately terminated without notice and without any further account access, including and not limited to, access to back ups, access to FTP accounts, access to email accounts, access to files, access to your private account in the portal area. No refunds will be given. It will be at the discretion of our staff whether or not we inform the relevant authorities to make further investigations into your activities.

You must not, whether yourself or in conjunction with anyone else: i. manipulate orders or transactions in ways that are unfair to us or other users of the website and / or the products / services; and ii. use or access the website and / or the products / services in contravention of any applicable law. You warrant that any material is owned by you. It is your responsibility to make sure that you have all necessary rights and consents relating to your use of the material in conjunction with the products / services. You are responsible for keeping regular and full backups of all material, unless we have agreed to provide specific backup services in accordance with a schedule. We shall have no liability for any failure by you to backup any material. If any material is lost or corrupted for any reason and you do not have an appropriate backup, we will not be able to help you recover that lost or corrupted material except to the extent that you subscribe for specific backup services in accordance with a schedule. You shall indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you. This indemnity shall apply whether or not you have been negligent or at fault. You are responsible to ensure that you have in place insurance in relation to any material, including in relation to the loss or corruption of that material. You acknowledge that the products / services and any material may not be used for the purpose of data warehousing (or anything similar) such as (but not limited to) storage of backup or archival data, mirror sites, or personal multimedia content such as movies, music, photos or other media. We monitor use of the products / services and, if we consider that, for example, your use of the products / services (for example, your mailboxes, disc space usage or CPU) is excessive, we reserve the right to: i. contact you requiring you to reduce that usage; and / or in respect of mailboxes, empty your spam / junk / deleted items folder, provided we inform you by email seven days in advance. You acknowledge that the Products / services and any material may not be used for the purpose of peer-to-peer file or media sharing, streaming, BitTorrent, Tor or other similar forms of data transmission (including files, sharing or streaming). You acknowledge that the products / services and any material may not be used for the purpose of providing or participating in a content delivery network. We reserve the right to suspend our provision of the products / services to you if your use of the products / services is having a detrimental impact on our other customers. This might happen if, for example, your website (in respect of which you use the products / services : i. has been hacked (such as through bugs in commonly-used software including WordPress); ii. contains malware; iii. attacked (including by a denial of service attack); and / or iv. is badly coded. In all of these examples, your website might use excessive resource on our servers to the detriment of our other customers’ use of the products / services  Following the decision to suspend any products / services  we will contact you with details of the suspension and invite you to remedy the situation if appropriate, or for example in the case of a denial-of-service attack, when we will next review the situation. In such a situation, you are able to discuss what may be required for the products / services to be reinstated by contacting us through the support ticketing system available through your private account.

We reserve the right, and have absolute discretion, but not an obligation, to remove, screen or edit any content (including material) that breaches this agreement or is otherwise objectionable. Without prejudice to any other provision of this agreement, we reserve the right to immediately remove any material to which we object and / or if you are otherwise making inappropriate use of the products / services contrary to the requirements of this agreement.

Support
We shall use our reasonable endeavours to correct any errors or omissions in the products / services as soon as practicable during business hours (9am to 5pm) on business days (Monday to Friday) after receiving full and clear information on them. However, since we do not guarantee that the products / services will be free from faults, we shall provide support accessed by means of a ticketing system available through your account for you to use for us to deal with any faults and also for answering queries. We shall use our reasonable endeavours to respond to a request for support within a reasonable time, but we cannot guarantee any particular result or outcome nor within any particular time. In particular, without limitation, we may need to obtain support in turn from a third party that assists us with the provision of the support services. The following are expressly excluded from the support services: i. rectification of lost or corrupted material; ii. rectification of any failure by you to take appropriate backups; iii. resolving faults or defects that arise as a result of your failure to comply with this agreement or any other agreement between you and us; and iv. changing or updating in any way the content of any website that is the subject of this agreement. We may provide any of the excluded services listed as part of the support services at our absolute discretion: i. rectification of lost or corrupted material; ii. rectification of any failure by you to take appropriate backups; iii. resolving faults or defects that arise as a result of your failure to comply with this agreement or any other agreement between you and us; and iv. changing or updating in any way the content of any website that is the subject of this agreement. We shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. the Consumer Rights Act 2015; or v. the Consumer Protection (Amendment) Regulations 2014; or vi. any other liability which cannot be excluded or limited by applicable law, we shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. any other liability which cannot be excluded or limited by applicable law. (as applicable), we will not have any liability for our provision of any of those excluded products / services to you. We provide the support services with every agreement as an inclusive part of the products / services, at no extra charge.

Resale of Third Party Software and Services
Where the products / services involve the resale by us to you of software owned, or products / services provided, by a third party, you purchase a licence to use that software and those products / services from the relevant third party, and you do so subject to the relevant third party’s software licence and / or terms and conditions, which will be made available to you on our website; you will be directed to them on the relevant products / services webpage, on our Terms and Conditions webpage. You will receive no representations or warranties in respect of the license of such software and provision of products / services except those contained in the relevant third party’s licence and / or Terms and Conditions, and you acknowledge that the third party is able to terminate any licence and / or provision of products / services at any time. The fees for your purchase of a licence to third party software and / or third party products / services are dependent on the relevant third party. Any fees set out in the order are estimated only, and the actual amount you pay for the licence and/or the products / services is at the absolute discretion of the third party. We may provide support services in respect of third party software and products / services purchased through the products / services  Whether we are able to provide those support services is dependent on the relevant third party providing appropriate support to us. We will not have any liability for the actions of third party software and products / services providers, the software they licence, and / or products / services they provide, to you through the products / services, or the availability (or otherwise) of support in respect of that software and those products / services.

Fees
Fees will be payable by you monthly in advance, and we will invoice you monthly for the fees payable. We will send you a reminder for payment following our sending of an invoice to you. However, if you have not paid any invoice within 14 days of us having sent that reminder to you, we will cancel this agreement, and cease to provide the products / services without notice to you. It is your responsibility to make sure that any payment details you have provided to the payment gateways we have provided you and the contact details you have provided to us via your account are correct and up-to-date at all times. We may increase any fees at any time on notice to you of three days, with the increase taking effect from the next payment date for the fees and will be payable by you monthly in advance, and we will invoice you monthly for the fees payable. The price of the products / services listed on our website excludes VAT, however you may be charged VAT at the applicable current rate chargeable in the UK. If your use of the products / services is for business purposes and your business is located in a country in the European Union that is not in the UK, it is your responsibility to assess and submit VAT to the appropriate authority.

Term
This schedule shall commence on the date of the relevant order acceptance and the SSL Certificate shall be valid for its applicable validity period unless earlier revoked pursuant to this schedule. You acknowledge that SSL Certificates cannot be cancelled once issued, and no refund is available.

Refunds
Refunds will only be given at the discretion of our staff or when required by law. Setup costs are non-refundable, unless required by law. We do not give cash refunds unless required by law.

Upgrades
If you upgrade to better product/s / service/s during the course of a billing cycle, you will be charged on a pro-rata basis i.e. you will be invoiced for the difference for the remainder of that particular month, and from the beginning of the following month the new fees will apply and the old product / service charge/s terminated.

Your Rights to End this Agreement
If you are a consumer and, in some cases, if you are a business customer, your rights when you end this agreement (or cancel any product / service) will depend on what product / service you have purchased from us, whether there is anything wrong with the product / service  how we are performing and when you decide to end this agreement (or cancel any product / service): i. if the product / service are faulty or misdescribed you may have a legal right to end this agreement (or to get the relevant product / service re-performed or to get some or all of your money back); ii. if you want to end this agreement because of something we have done or have told you we are going to do; iii. if you have just changed your mind about the product / service you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions; and iv. exercising your right to change your mind if you are a Consumer (Consumer Contracts Regulations 2013): If you are a consumer, you have 14 days after the day we email the order acceptance to you to change your mind under the Consumer Contracts Regulations 2013; however, we give you more than that, and whether you are a business customer or a consumer, we give you 30 days from the day we email you the order acceptance in order to cancel this agreement and receive a full refund of any amounts you have paid to us in respect of that order acceptance. Please note that you do not have a right to change your mind in respect of the product / service if any third party software and products / services that have been issued to you (for example, licences). To effect a cancellation, you should contact us within 30 days of having received the offer acceptance. Ending this agreement where we are not at fault and there is no right to change your mind: If you do not have any other rights to end this agreement, you can still contact us and tell us you want to end it, or cancel any product / service. This agreement (or the relevant product / service  will not end until the end of the then current calendar month in which you notify us that you want to end this agreement (or the relevant product / service). We will not refund any advance payment you have made for product / service which will not be provided to you except to the extent required by law or otherwise agreed to by you. We will refund you any amounts owing to you for the product / service by the method you used for payment. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind. This shall not apply to you if you are a Business Customer.

Our Rights to End this Agreement
We may terminate this agreement, or any product / service  at any time by giving to you not less than five business days’ notice. In the event that we terminate this agreement, or any product / service, we will refund to you the fees that you have paid to us on a pro-rata basis for the period from the date of termination to the date in relation to which you have paid the fees in advance. We may end this agreement, or any product / service, at any time by writing to you if you: i. do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due; ii. do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the product / service; iii. are in breach of any of your obligations under this agreement; iv. are unable to pay your debts when they fall due; v. have a petition for administration or winding up proceedings; vi. have a receiver or manager appointed over any of your property or assets; vii. are the subject of a bankruptcy petition; viii. enter into any composition with creditors generally; and / or ix. take or suffer any steps relating to: i. are unable to pay your debts when they fall due; ii. have a petition for administration or winding up proceedings; iii. have a receiver or manager appointed over any of your property or assets; iv. are the subject of a bankruptcy petition; v. enter into any composition with creditors generally, or if any distress or execution is levied or threatened on any of your property or assets. You must compensate us if you break this agreement: If we end this agreement or any product / service, we will refund any money you have paid in advance for product / service we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking this agreement.

If There is a Problem with the Products or Services
If you have any questions or complaints about the product / service, please contact us using the support ticketing system available through your private account.  We are under a legal duty to supply product / service that are in conformity with this agreement. This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. The Consumer Rights Act 2015 says that: i. you can ask us to repeat or fix the product / service if they are not carried out with reasonable care and skill, or get some money back if we can’t fix it; and / or ii. if you haven’t agreed a time beforehand for us to provide any product / service, we must carry out the product / service within a reasonable time.

Termination
In the event that this agreement (or any product / service) is cancelled or terminated: i. all relevant material will be automatically deleted from our servers and, as is the case through the term of any agreement, you are responsible for taking appropriate backups of such data and material at all times; ii. we will cease to provide any relevant product / services to you; and iii. the accrued rights, remedies, obligations and liabilities of us and you as at cancellation or termination shall not be affected, including the right to claim damages for any breach of this agreement which existed at or before the date of cancellation or termination. Termination of this agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. You may cancel any of the product / service at any time within 30 days of having received the order acceptance and receive a full refund of any amounts you have paid to us in respect of that order acceptance. Such a right will not apply to: i. any domain name or SSL certificate that has been issued to you; and / or ii. any third party software and services that have been issued to you (for example, licences). To effect a cancellation, you should contact us within 30 days of having received the offer acceptance. Please note that domain name registration fees that you pay to us are not refundable and the domain name will remain registered for the duration of the registration term. Once this term has expired, unless you have renewed the term, the domain name will expire. Please note that SSL Certificate fees that you pay to us are not refundable and the SSL Certificate will remain issued for the duration of the SSL Certificate term.

Limitation of Liability if You Are a Consumer
This shall not apply to you if you are a Business Customer. If you are a consumer, nothing in this agreement affects or limits your statutory rights (including, without limitation, the right to insist that the products / services shall be provided to you using reasonable skill and care). We shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. the Consumer Rights Act 2015; or v. the Consumer Protection (Amendment) Regulations 2014; or vi. any other liability which cannot be excluded or limited by applicable law. If we fail to comply with this agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of this agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this agreement. We only provide the products / services to you, as a consumer, for domestic and private use. You agree not to use the products / services for any commercial, business or re-sale purpose, and we shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Limitation of Liability if You Are a Business Customer
This shall not apply to you if you are a Consumer. This applies only if you are a Business Customer. This prevails over all of this agreement and sets forth our entire liability, and your sole and exclusive remedies, in respect of: i. performance, non-performance, purported performance, delay in performance or mis-performance of this agreement or any products / services or deliverables in connection with this agreement; or ii. otherwise in relation to this agreement or entering into this agreement. We shall not exclude or limit our liability for: i. fraud; or ii. death or personal injury caused by our Breach of Duty; or iii. any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or iv. any other liability which cannot be excluded or limited by applicable law. Breach of Duty excluded: we do not accept and hereby exclude any liability for Breach of Duty other than any liability arising pursuant to the terms of this agreement. We shall not have any liability in respect of any: i. indirect or consequential losses, damages, costs or expenses; ii. loss of actual or anticipated profits; iii. loss of contracts; iv. loss of use of money; v. loss of anticipated savings; vi. loss of revenue; vii. loss of goodwill; viii. loss of reputation; ix. loss of business; x. ex gratia payments; xi. loss of operation time; xii. loss of opportunity; xiii. loss caused by the diminution in value of any asset; or xiv. loss of, damage to, or corruption of, data; whether or not such losses were reasonably foreseeable or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, we shall not have any liability in respect of any: i. loss of actual or anticipated profits; ii. loss of contracts; iii. loss of use of money; iv. loss of anticipated savings; v. loss of revenue; vi. loss of goodwill; vii. loss of reputation; viii. loss of business; ix. ex gratia payments; x. loss of operation time; xi. loss of opportunity; xii. loss caused by the diminution in value of any asset; or xiii. loss of, damage to, or corruption of, data; apply whether such losses are direct, indirect, consequential or otherwise. You acknowledge and accept that we only provide the products / services to you on the express condition that we will not be responsible for, nor shall we have any liability directly or indirectly for any act or omission of you or any third party.

Events Outside Our Control
We will not have any liability or be responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our reasonable control, including strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement: i. we will contact you as soon as reasonably possible to notify you of the Event Outside Our Control; and ii. our obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of our responsibilities under this agreement, we will restart the performance of those responsibilities as soon as reasonably possible after the Event Outside Our Control is over. You may cancel this agreement if an Event Outside Our Control takes place and you no longer wish to make use of the products / services, however, charges may apply. We will only cancel this agreement if the Event Outside Our Control continues for longer than four weeks, in which case such cancellation shall have immediate effect.

Hosting Services
Domain names registered under our hosting services will be registered for a period of 12 months unless we inform you otherwise. Where we provide a domain name to you free of charge, if you terminate the hosting services to which that free domain name relates within the initial registration period of the domain, you will be responsible to pay to us the registration fee that you would have paid to us for that domain name if we had not provided it to you free of charge, where such fees are listed on our website and updated from time to time. We reserve the right to require full payment of such fees to us prior to us releasing or migrating the domain name to a third party host. Where the products / services allocate any email account to you, we do not warrant that any email sent to that email account will be received by you nor that any email sent by you from that account will be delivered to any intended recipient. You acknowledge that we use incoming and outgoing email “spam” filtering for security purposes and such filtering may, in some cases, prevent email from being received by or sent from such email account. There is no facility to disable such filtering, and the thresholds of such are entirely at our discretion.

Using Resources Passed Your Allocated Limits for Hosting Services
Most of our services provided include resource usage limits, i.e. bandwidth, disk space, email accounts, power, data transfer, etc. There is a set price relating to the amount of resources you have signed-up for, and you are expected not to exceed any limits. Additional charges may apply if you use more than you have been allocated. We cannot guarantee that our automated emailing system or notices within your private area will keep you informed of use / over-use. Please be aware that your service my be placed on suspension until a solution is found. It is your responsibility to monitor what you use so to avoid any extra charges and / or suspension. We will not be held liable in any such matter if you exceed your usage limit/s and / or your account is placed on suspension.

Hosting Service Fees
The hosting services fees are as set out on our website at the time that you place your order. All payments of the hosting services fees shall be made by you in accordance with the Terms and Conditions. If you are not completely happy with our provision of the hosting services within the first 30 days of the order acceptance, then you can cancel this agreement and we will refund in full any hosting services fees that you have paid to us. If you purchased a domain name, SSL certificate or any other products / services / licenses from third party suppliers, we do not reimburse for such purchases whereby the products / services will run the length of the term you have subscribed to; you will then have the option to renew or allow it to lapse at the end of the period/s.

Domain Registration Services
We are an authorised eNom reseller. If we provide Domain Registration Services, we do not warrant that: i. the domain names requested will be accepted for registration, transfer or renewal (as appropriate) by the relevant registrar; or ii. any registration, transfer or renewal will be successful. Domain Registration Services are restricted to our forwarding of your registration, renewal or transfer request to the relevant registry for that domain name. We shall have no liability for i. any failure in the registration, transfer or renewal of any domain name, ii. if any domain name chosen by you infringes the Intellectual Property Rights, or any other rights, of any third party, and/or iii. for any other issue arising out of any domain name that is outside of our direct control. The registration of the domain name that you choose, and the ongoing use of that domain name, shall be subject to the relevant domain name registry’s, and ICANN’s terms and conditions from time to time, and, in submitting an application for registration, you agree that you have requested, considered and accepted those terms and conditions. If any charges apply to the registration of a domain name that you have chosen, you will be informed of those charges during the order process prior to submission. We reserve the right to suspend or cancel any application for registration of a domain name or refuse to host any domain name if you are, or we reasonably believe that you are, in breach of this agreement. You are responsible to ensure that any domain names that you register as part of the products / services are renewed when necessary and all relevant renewal fees are paid. We will inform you that a renewal date is impending at least thirty days before the domain name is due for renewal, however it is your responsibility to: i. stay up-to-date with any domain name registrations provided as part of the products / services to ensure they are renewed if so desired; ii. ensure that any monies that we, or any registrar, hold on your behalf are allocated to domain name renewal if that is your preference; we, and any domain name registrar, will not allocate any monies held for you to domain name renewal unless you clearly instruct otherwise; and iii. stay updated as to whether any domain name renewal is successful, and inform us promptly if a renewal is unsuccessful. We shall have no liability for any failure in the renewal of any domain name registration.

If you request that you no longer wish to have your domain name renewed or the relevant domain name registry has not received all relevant renewal fees to process that renewal (whether directly from you or through us), that domain name will expire and any Domain Name Services that we provide applicable to that domain name will be suspended. Your domain name will then go into a protected period, after which your domain name will be suspended by the domain name registry and will go into a grace period. Please contact us for more information on the protected period and grace period for your domain name, as these differ from domain name registry to domain name registry. If you do change your mind and still wish to renew your domain name within the grace period, you still can but you may be charged additional fees as set out by the domain name registry. Any such additional fees will be passed on to you, and all outstanding fees (including all relevant renewal fees) will need to be settled in full before the renewal of your domain name. After the grace period your domain name will be cancelled and deleted from the register and made available for resale through a third party registrar. We cannot guarantee the renewal of a domain name after the grace period expires. We shall have no liability for any failure by you to act in a timely manner to make arrangements with us to redeem any domain name registration within the grace period, or for any subsequent failure of the domain name to be renewed. By placing an order in respect of a specific domain name, you warrant that you have the right to use that domain name. We commit to acknowledging all requests for support services in relation to Domain Registration Services within three business days from when the request for support services was made. We aim to resolve any request for support services in relation to Domain Registration Services within five business days from the time of acknowledgement, although we cannot guarantee any particular result or outcome nor within any particular time. You acknowledge that domain names cannot be cancelled once registered, and no refund is available.

Domain Registration Service Fees
The Domain Registration Services Fees are as set out on our website at the time that you place your order.

SSL Certificate Fees
The SSL Certificate Services Fees: The SSL Certificate Services Fees are as set out on our website at the time that you place your order.

SSL Certificate Services
“SSL Certificate Services” means the services that we provide to our customers by which we make available a Secure Sockets Layer certificate (known as an “SSL Certificate”) which may be used to facilitate an encrypted link between the providers of a resource or service and the service requestors; and “SSL Certificate Services Fees” means the fees payable to us by you for our provision to you of the SSL Certificate Services. We use several third party Certification Authorities to issue SSL Certificates (the “SSL Certificate Certification Authority”) for us. We do not warrant that: i. an order for issue or renewal of a SSL Certificate will be accepted by the relevant SSL Certificate Certification Authority; or ii. any attempt to issue or renew an SSL certificate will be successful; and, we shall have no Liability if any SSL Certificate chosen by you infringes the Intellectual Property Rights, or any other rights, of any third party, or is used improperly when facilitating an encrypted link between the providers of a resource or service and the service requestors. Any warranty offered by the SSL Certificate Certification Authority as part of the SSL Certificate shall be the sole responsibility of the said SSL Certificate Certification Authority and shall not be interpreted as a warranty offered by us. You are responsible to ensure that any SSL Certificates that are issued as part of the Services are renewed when necessary and all relevant renewal fees are paid. We shall have no liability for any failure by you to renew any SSL Certificate. When you apply for the SSL Certificate and place your order, our website will inform you whether you are applying for a fully-authenticated certificate or not: i. fully-authenticated certificates are issued to devices to provide: a. authentication; b. message, software, and content integrity; and c. confidentiality encryption; and to provide assurances of identity and entitlement to use any domain name listed in the relevant certificate application; and ii. certificates that are not fully-authenticated are issued to devices to provide: a. validation of the domain; b. message, software, and content integrity; and c. confidentiality encryption; and to provide assurances of the validity of the domain and that the domain administrator has authorised the relevant certificate Application. No organisation authentication is performed on the owner of the domain.

You shall not use your SSL Certificate: i. for or on behalf of any other organisation; ii. to perform private or public key operations in connection with any domain and/or organisation name other than the one you submitted on your certificate application; iii. for illegal or unauthorised purposes; iv. on more than one physical server or device at a time (unless expressly permitted by us in writing); or v. for use as control equipment in hazardous circumstances or for uses requiring fail-safe performance such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, or weapons control systems, where failure could lead directly to death, personal injury, or severe environmental damage. We retain the right to revoke your SSL Certificate at any time without notice if: i. we are required to do so by the relevant Certification Authorities or any third party on behalf of which we resell the SSL Certificate Services; ii. we discover that the information within your SSL Certificate is no longer valid; iii. you fail to perform your obligations under the terms of this agreement; or iv. at our absolute discretion, we consider that you have engaged in activities which are harmful.

Website Design and Related Services
The terms for website developments projects are defined below:

Payments
The Provider will invoice the Client for an initial deposit and at the completion of every listed milestone. The next phase of the project will not commence until payment has been made.

This Agreement for website design, hosting services, search engine optimisation (SEO), social media management and any other work is between CreativeOpolis (“Company / Supplier / Designer / Provider”), and you (Client), for the performance of the services described in the proposal sent to the Client (“Proposal”). The parties therefore agree as follows:

Basic Terms and Conditions
1. DEFINITIONS
As used herein and throughout this Agreement:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law (this may also extend to international laws).

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal (or extras discussed during the project).

1.5 Designer Tools means all design tools developed and/or utilised by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts, such as, website design, architecture, layout, navigational and functional elements.

1.6 Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.

1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.

1.11 Third Party Materials means proprietary third party materials incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

2. PROPOSAL
The terms of the Proposal shall be effective for 30 days after presentation to Client. In the event the Client does not execute this Agreement within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.

3.2 Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard mark up of 30%, and, if applicable, a mileage reimbursement at £ Cost Per Mile per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.

3.3 Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.

3.4 Invoices. All invoices are payable as follows: Initial deposit – seven days; milestones – seven days; final balance – seven days (work will not commence/continue until payment/s have been made). A monthly service charge of 10% [or the greatest amount allowed by U.K. law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

4. CHANGES
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.

4.3 Timing. Designer will prioritise performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.

4.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the Designer;

(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and

(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

6. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of non-payment and in connection with this section, shall be entitled to seek all remedies under law and equity.

8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.

9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Designer that

(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,

(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,

(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and

(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

9.2 By Designer

(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.

(c) Except for the express representations and warranties stated in this agreement, designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

10. INDEMNIFICATION/LIABILITY
10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;

(a) Client has sole control of the defence and all related settlement negotiations; and

(b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.

10.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that

(a) Client promptly notifies Designer in writing of the claim;

(b) Designer shall have sole control of the defence and all related settlement negotiations; and

(c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.

10.3 Limitation of Liability. The services and the work product of designer are sold “as is”. In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:

(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or

(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.

11.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12. GENERAL
12.1 Modification/Waiver. The parties may modify this Agreement. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorises by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile, electronic mail or text. Notice shall be effective upon receiptor in the case of fax, email or text, upon confirmation of receipt.

12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

12.4 Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom (or international law where applicable) without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the appropriate arbitration Association/s, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local and national courts located in the U.K. (or international courts where applicable). The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or

interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A and Schedule B below. By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature/clickable box, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

Schedule A: Intellectual Property Provisions

1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorised in this Agreement.

1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances, Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer.

1.4 Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to Designer within 30 days of completion of the Services.

1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and national and/or international registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.

1.6 Designer Tools. All Designer Tools and/or licenses are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, non-transferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.

2. RIGHTS TO FINAL ART
2.1 Assignment. Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Designer hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment. Fees may apply to cover time compiling files and/or documents supplied to the Client.

Schedule B: Interactive-specific Terms and Conditions

1. SUPPORT SERVICES
1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first seven days following expiration of this Agreement (“Warranty Period”), if any, Designer shall provide a limited number of hours covered by Warranty hours of Support Services at no additional cost to Client. Additional time shall be billed at Designer’s regular hourly rate, then in effect upon the date of the request for additional support.

1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer will provide Support Services for the following Months covered by Maintenance months (the “Maintenance Period”) for Choose Monthly Maintenance Fee or Hourly Fee and delete the other option below a monthly fee of £ Monthly Maintenance Fee OR Designer’s hourly fees of £ Designer’s Hourly Rate per hour. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.

2. ENHANCEMENTS
During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to utilise Designer’s resources to create such enhancements. The parties understand that pre-existing obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then in effect price for such services.

3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.

3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

4. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.

5. CLIENT RESPONSIBILITIES
5.1 Client accepts full responsibility for any mistakes and amendments made by the Client, which require additional work carried out by the Designer, for example, the deletion of any part or whole of a website when accessing an administrative area i.e. WordPress or any other online editing suite.

5.2 Designer will be fully reimbursed for restoring from a back up and/or recreating lost work, pages and/or the entire website relating to 5.1.

5.3 Client accepts that unforeseen issues and/or problems caused by third parties, i.e. and not limited to, WordPress, plugins, viruses, unauthorised access, hackers, which require additional services of the Designer, Client will fully reimburse Designer for additional services.

5.4 Client accepts Designer is not responsible for unforeseen issues and/or problems caused by a third party.

5.5 Client accepts Designer to store all artworks and correspondence relating to the project for a reasonable length of time. Further storage (back up) period/s may result in hard drive or online storage fees being paid by the Client. Failure to reimburse Designer will result in the deletion of any and all files, folders, artworks and documents.

 5.6 Client accepts Designer has no responsibility for a decrease in search engine results performance.