Name: 05creative* Ltd
Address: The Werks, 45 Church Road, Hove, BN3 2BE
Telephone: 01273900874
Price range: $

We’ll always do our upmost to fulfil your needs and meet your expectations and effectively deliver a project as mutually agreed.

These Terms & Conditions accompany and relate to your Project Quotation.

Should you be unclear on anything please do not hesitate to contact sarah@05creative.com.

These terms and conditions (Conditions) apply in respect of all work undertaken by 05creative Limited.

Interpretation
1. The definitions and interpretation set out in this condition 1 apply to the Contract:
  1. Contract: the agreement made between 05creative and the Client as set out in these Conditions;
  2. Client: the person, firm or company referred to in the Quotation who purchases Services;
  3. Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
  4. 05creative: 05creative Limited, a company incorporated in England and Wales with company number 7168944 and whose trading office is at 45 Church Road, Hove, UK, BN3 2BE;
  5. Deliverables: all Documents, products, digital content and/or materials in any form and delivered in relation to the Services;
  6. Document: includes, without limitation, in addition to any document in writing, any design, picture or other image, drawing, plan, diagram, proof or other device or record embodying information in any form;
  7. Pre-existing Materials: all Documents, information and materials provided by 05creative relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
  8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
  9. Quotation: The cost for services provided by 05creative to the Client;
  10. Services: the services provided by 05creative under the Contract as set out in the Quotation, together with any other services which 05creative provides, or agrees to provide, to the Client;
2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing.
Formation of the Contract
1. The acceptance of a Quotation for Services by 05creative constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it communicates to 05creative that it has accepted the Quotation. The Contract is deemed to commence on the earlier of:
  1. a written acknowledgement issued and executed by 05creative; or
  2. by 05creative starting to provide the Services.
2. Any Quotation is valid for a period of thirty (30) days from its date, provided that 05creative has not previously withdrawn it in writing.
  The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.
Commencement of the Services
1. The Services shall be provided by 05creative to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.
05creative’s Obligations
1. 05creative shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.
2. 05creative shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
Client’s Obligations
1. The Client shall:
  1. co-operate with 05creative in all matters relating to the Services;
  2. provide to 05creative, in a timely manner, such Client Material and other information as 05creative may reasonably require and ensure that such information is accurate in all material respects;
  3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable 05creative to legitimately use the Client material in the provision of the Services;
  4. The Client acknowledges that the late supply of Client Material may have an impact on 05creative’s ability to deliver the Services. If 05creative’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, 05creative shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
  5. The Client shall indemnify 05creative, from and against, all costs, charges or losses sustained or incurred by 05creative arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to 05creative confirming such costs, charges and losses to the Client in writing.
  6. The Client shall indemnify 05creative against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that 05creative’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
Charges And Payment
1. In consideration of the provision of the Services by 05creative, the Client shall pay the charges as set out in the Quotation.
2. Unless otherwise agreed in writing by 05creative, fifty per cent (50%) of the total price for the Services must be paid to 05creative prior to 05creative commencing the Services and fifty per cent (50%) of the total charges shall be paid by the Client to 05creative (without deduction or set-off) upon delivery following completion of the Services.
3. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, 05creative has the right to desist working on the project until payment is made. Any other payment terms agreed between the Client and 05creative must be confirmed in writing by 05creative.
4. All charges quoted to the Client shall be exclusive of VAT, which 05creative shall add to its invoices at the appropriate rate where applicable;
5. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Quotation and will be invoiced separately at the rates contained in the then current 05creative rate card.
6. All charges listed in Quotations are estimates and are subject to final confirmation.
7. The Quotation includes up to two (2) amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and charged at 05creative’s standard hourly fee rates. Any additional costs will be agreed with the Client prior to additional amendments being carried out.
8. If the Client believes that the design work does not conform to the description then it shall notify 05creative within 5 (five) days of receiving the same. If no notification is received then the design work shall be deemed accepted and to conform to the description of the Services in every respect. For the purposes of this condition 6.8 05creative’s liability for defects in the Deliverables shall be limited to the replacement of the Deliverables at no additional cost to the Client. Provided always that such defect is notified to 05creative in accordance with this condition 6.8 and the Deliverables have been returned to 05creative for inspection.
9. Once the Client has approved the Deliverables all further design work requested by the Client will be charged in accordance with the current rate card of 05creative, unless otherwise agreed in a further Quotation.
10. The parties agree that 05creative may review and increase its standard hourly fee rates at any time, provided that such charges cannot be increased more than once in any 12 (twelve) month period. 05creative will provide the Client with written notice of any such increase one (1) month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received in accordance with this condition 6.10, terminate the Contract by giving three (3) months written notice to 05creative.
11. Without prejudice to any other right or remedy that it may have, if the Client fails to pay 05creative on the Due Date, 05creative may:
  1. charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; from the Due Date , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand; and
  2. suspend all Services until payment has been made in full.
12. Time for payment shall be of the essence of the Contract.
13. All sums payable to 05creative under the Contract shall become due immediately on its termination. This condition 6.13 is without prejudice to any right to claim for interest.
14. 05creative may, without prejudice to any other rights it may have, set off any liability of the Client to 05creative against any liability of 05creative to the Client.
Website Design and Development
1. Where requested by the Client, 05creative will design and build a website or develop the Client’s website based on the brief agreed between the Client and 05creative.
2. Payment for the Services shall be made in accordance with condition 6 above. 05creative Ltd are not responsible for delays to the project caused by client content. We reserve the right to request the balance of payment once design and development have been completed. The balance of 05creative’s charges must be paid prior to the website going live. If any charges are not paid on or before the date for payment (unless otherwise agreed in writing by 05creative), 05creative may suspend the provision of the Services and 05creative will not upload the website to the Client’s server or supply the website files to the Client for use on any third party hosting server.
3. Once 05creative has been paid in full for its website design and development services, 05creative will provide a version of the Client’s website to the Client for the Client’s review and approval. If the Client believes that the website design and/or development does not conform to the brief then it shall notify 05creative within 5 (five) days of receiving the version of the website. If no notification is received within 5 (five) days of receiving the final version of the website then the website shall be deemed accepted and to conform to the description of the Services in every respect. Once approval has been given by any means, which can include by email or verbally, 05creative will release the website to the Client. On approval, 05creative will have no liability for any errors or downtime due to changes being made to the website by the Client or any third parties.
4. 05creative reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.
Intellectual Property Rights
1. Upon completion of the Services, and expressly subject to full payment of all fees, costs and out-of-pocket expenses due, 05creative grants to The Client the Intellectual Property Rights to the Deliverables as set forth in the Quotation.
2. The Client grants 05creative a licence to the Client Material in order to provide the Services.
3. The Client acknowledges that it is not the obligation of 05creative to search for registered trademarks on behalf of the Client unless specifically requested by the Client.
Termination
1. Either party may terminate the Contract without liability to the other on giving the other no less than 4 weeks written notice to the other party:
2. Without prejudice to any other rights or remedies which the parties may have either party may terminate the Contract immediately upon written notice in the event that:
  1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach; or
  2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
3. On termination of the Contract for any reason the Client shall immediately pay to 05creative all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, 05creative may submit an invoice, which shall be payable immediately on receipt;
4. Projects that have passed 60 days without contact or further instruction from The Client are deemed to be final.
General
1. 05creative shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of 05creative or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
2. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
3. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
4. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
5. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
6. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
7. The Client shall not, without the prior written consent of 05creative, assign, any of its rights or obligations under the Contract. 05creative may at any time assign, or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
8. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
9. A person who is not a party to the Contract shall not have any rights under or in connection with it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10. Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by prepaid first class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
11. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract.