TERMS AND CONDITONS FOR SUPPLY OF SERVICES

 

1. Definitions and Interpretation
   • In these Conditions the following definitions apply:

“Business Day”	means, any day other than Saturday, Sunday or Bank or Public Holiday when Banks are generally open for non-automated business in England;
“Conditions”	means the Suppliers Terms and Conditions of supply set out in this document;
“Confidential   Information”	means any commercial, financial or technical information, information relating to the services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the contract;
“Contract”	means the agreement between the Supplier and the Customer for the supply and purchase of services incorporating these Conditions and the order;
“Customer”	means the person who purchases the services from the Supplier and whose details are set out in the Proposal;
“Force Majeure”	means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back up and disaster recovery arrangements) preventing or delaying it from performing its obligations under Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of  power fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

 

“Processor”	means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller. The parties agree that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract.
“Controller”	means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller the parties agree that the Customer is a Controller for the purposes of processing Protected Data pursuant to the Contract;
“Processing”	means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
“Personal Data”	means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Sub-Processor”	means any Processor engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;
“Supplier Staff”	means all employees, freelancers, staff, other workers, agents and consultants of the Supplier and of any Sub-Processor who are engaged in the performance of the Services or the processing of any Protected Data from time to time;
“Protected Data”	means Personal Data received from or on behalf of the Customer, or otherwise obtained in connection with the performance of the Supplier’s obligations under this agreement;
“ADR”	means Alternative Dispute Resolution. This provides a confidential dispute resolution mechanism outside of a court of law, by which a dispute or difference is submitted to an impartial individual(s), either for determination or to assist the parties in reaching a negotiated resolution of their dispute.
“Data Protection Legislation”	means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;]
“Intellectual Property Rights”	means a copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get up, rights in good will, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: a)   whether registered or not; b)   including any applications to protect or register such rights; c)   including all renewals and extensions of such rights or applications; d)   whether vested, contingent or future; e)   to which the relevant party is or may be entitled, and f)    in whichever part of the world existing
“Location”	means the address for performance of the services as set out in the Proposal;
“Proposal”	means the Proposal for the services from the Supplier placed by the Customer in substantially the same form as set out in the Proposal overleaf;
“Price”	price has the meaning as set out in Clause 3.1;
“Services”	means the Services set out in the Proposal and to be performed by the Supplier for the Customer;
“Supplier”	means Creative Words Ltd. Company No: 11080173. Registered : Camberley House, 1 Portesbury Road, Camberley. GU15 3SZ
“VAT”	means Value Added Tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applied to the sale of the Services.

• In these Conditions, unless the context otherwise requires:
  • any Clause, Proposal or other headings in these conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
  • a reference to a “party” includes that party’s personal representatives, successors and permitted assigns;
  • a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that persons personal representative, successors and permitted assigns;
  • a reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
  • a reference to a gender includes each other gender;
  • words in the singular includes the plural and vice versa;
  • any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any words, phrase, term, definition or description preceding those words;
  • a reference to “writing” or “written” includes any method of reproducing words in a legible and non-transitory form;
  • a reference to legislation is a reference to that legislation as in force at the time of the contract or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the contract; and
  • a reference to legislation included all subordinate legislation made as at the date of the contract or from time to time under that legislation.

2. Application of these Conditions
   • These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of supply.
   • No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
   • No variation of these Conditions or to a Proposal or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.
   • A Proposal may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an order or Proposal, it shall notify the Customer as soon as reasonable practicable.
   • The Supplier may accept or reject a Proposal or order at its discretion. An order shall not be accepted, and no binding obligation to provide any Services will arise, until the earlier of:
     • the Suppliers written acceptance of the Proposal or order; or
     • the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

3. Price
   • The Price for the Services shall be as set out in the attached Proposal or, in default of such provision, shall be calculated in accordance with the Suppliers scale of charges in force from time to time or as agreed with the Supplier before the date the Contract is made.
   • The prices for the Services are subject to review every April:
     • any changes in the rate shall be notified to the Customer at least one month before its implementation by the Supplier.
     • VAT or equivalent tax will be applied where appropriate.
   • The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
4. Payment
   • The Supplier shall invoice the Customer for the Services at frequent intervals throughout the duration of the Contract.
   • Where new work is commissioned or the work has been continuing for less than six months, the Customer must pay a portion of the Supplier’s quoted fees in advance and the remaining amount in arrears;
     • Where the work is charged at an hourly rate it will be estimated for the given month and payment shall be 75% of the estimated amount, with the balance for the given month charged in arrears.
     • Where the fee is fixed, advance payment shall be 33% of the fee with the reminder payable upon completion, or in monthly instalments, as set out in the attached Schedule which will form a part of this agreement.
     • Any invoice which is issued after six months of work commencing is then payable in arrears in equal monthly instalments
   • Where the fee is a fixed monthly rate, payment is in advance for each month of the term of the agreement, as set out in the attached Schedule which will form a part of this agreement.
   • The Customer shall pay all invoices issued and due:
     • in full without deduction or set off in cleared funds according to the Proposal; and
     • to the bank account nominated by the Supplier.
   • Time of payment is of the essence. Where payments due under these Conditions are not paid in full by the due date:
     • The Supplier will be entitled to rely upon and enforce the rates of interest and costs referred to in the Late Payment of Commercial Debts (Interest) Act 1998 as amended;
     • Interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after Judgment.
     • The Supplier reserves the right to cease work if any outstanding balance remains unpaid as due and is not liable for any agreed deadlines not being met as a result.

5. Performance
   • The Services shall be deemed performed on completion of the performance of the Services as specified in the Contract and Proposal.
   • The Supplier may require the Services to be performed in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   • Where the work is completed by stages, a testimonial from the Customer may be requested at the end of each stage.
   • Time of performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance but any such dates are approximate only.
   • The Supplier shall not be liable for any delay in or failure of performance caused by:
     • the Customers failure to provide the Supplier with adequate instructions for performance; or
     • any incidents referred to in Clause 12 below
   • The Supplier may require the assistance of sub-contractors in order to meet the agreed deadlines. Such appointment is at the Suppliers sole discretion and the Supplier is not under any obligation to disclose the use of a sub-contractor with the Customer unless such details are requested specifically by the Customer.
     • the use of a sub-contractor by the Supplier will be charged at the hourly rate agreed by the Supplier and Customer as the rates for the Supplier in the Proposal of works.

6. Warranty
   • The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business needs.
   • The provisions of these Conditions shall apply to any services that are remedied or re-performed with effect from a performance of the remedied or re-performed Services.
7. Limitation of Liability
   • The extent of the party’s liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 7.
   • Subject to Clause 7.5, the Supplier shall not be liable for consequential, indirect or special losses.
   • Subject to Clause 7.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
     • loss of data;
     • loss of use;
     • loss of production;
     • loss of contract;
     • loss of opportunity;
     • loss of savings, discounts or rebates (whether actual or anticipated);
     • harm to reputation or loss of goodwill.
   • The limitations of liability set out in Clauses 7.1 to 7.3.7 shall not apply in respect of any indemnities given by either party under the Contract.
   • Notwithstanding any other provisions of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
     • any losses which cannot be excluded or limited by applicable law.
     • any losses caused by wilful misconduct.

8. Anti-bribery

• For the purposes of this Clause 8 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
• Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
  • all of that party’s personnel;
  • all others associated with that party; and
  • all of that party’s sub-contractors;
  • involved in performing the Contract so comply.
  • Without limitation to Clause 8, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
• The Customer shall immediately notify the Supplier as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this Clause 8.
• Any breach of this Clause 8 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under Clause

9. Anti-slavery
   • The Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
   • The Customer agrees that:
     • neither the Customer nor any of its officers, employees, agents or subcontractors has:
     • committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
     • been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
     • is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
     • it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
     • it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract;
   • The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under Clause 9.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
   • Any breach of Clause 9.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
10. Intellectual Property
    • The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance or benefit of the Services infringes the Intellectual Property Rights of any third party (IPR claim) provided that the Supplier shall have no such liability if the Customer:
      • does not notify the Supplier in writing setting out full details of any IPR claim of which it has noticed as soon as it is reasonable possible;
      • makes any admission of liability or agrees any settlement or compromise of the relevant IPR claim without the prior written consent of the Supplier;
      • does not let the Supplier at its request and own expense have the conduct of or settle all negotiations in litigation arises from the IPR claim at its sole discretion;
      • does not take all reasonable steps to minimise the losses that may be incurred by it or by    any third party as a result of the IPR claim;
      • does not, at the Suppliers request, provide the Supplier with all reasonable assistance in relation to the IPR claim (at the Customers expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
    • All copyright of all materials as content developed by the Supplier will remain with the Supplier irrespective of any ghost-writing services provided:
      • Copyright remains with the Supplier until full payment to the Supplier has been made and excludes any business materials developed. Transfer of copyright will arise automatically at the point of final payment and vest in the Customer.
      • any intellectual property owned by the Customer and included within content developed by the Supplier remains vested in the Customer from the outset.
      • any intellectual property owned by the Supplier and included within content developed by the Supplier remains vested in the Supplier from the outset.
    • The Suppliers obligations as set out in Clause 10.1 above shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Suppliers instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
11. Confidentiality and Announcements
    • The Customer shall keep confidential all confidential information of the Supplier and of any affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this Clause shall not apply to:
      • any information which was in the public domain at the date of the Contract;
      • any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
      • any information which is independently developed by the Customer without using information supplied by the Supplier or by any affiliate of the Supplier; or
      • any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
    • This Clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.
    • The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
12. Force Majeure
    • 1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
      • promptly notifies the other of the Force Majeure event and its expected duration; and
      • uses best endeavours to minimise the effects of that event.
    • If, due to Force Majeure a party:
      • is or shall be unable to perform a material obligation; or
      • is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days the other party may, within 30 days, terminate the Contract on immediate notice or the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

13. Termination
    • the Supplier may terminate the Contract or any other Contract which it has with the Customer at any time by giving notice in writing to the Customer if:
      • the Customer has failed to pay any amount under the Contract on the due date and such amount remains unpaid within thirty days after the Supplier has given notification that the payment is overdue; or
      • any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
    • either party may terminate the Contract or any other Contract which it has with the Customer at any time by giving notice in writing to the other party no less than 30 days before they wish to terminate the Contract.
14. Processing of personal data

• The parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
• The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
• The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this Clause 14 .
• The Supplier shall:
  • only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with Data Protection Legislationand this agreement (including when making any transfer to which Clause 14.10 relates), except to the extent:
  • that alternative processing instructions are agreed between the parties in writing; or
  • otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
  • without prejudice to Clause 1, if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shallinform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
• The Supplier shall:
  • not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;
  • prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this Clause 14 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations;
  • remain fully liable to the Customer under this agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
  • ensure that all natural persons authorised by the Supplier or any Sub-Processor to processProtected Data are subject to a binding written contractual obligation to keep the Protected Data
• The Customer shall reply to any communication from the Supplier requesting any further prior specific authorisation of a Sub-Processor pursuant to Clause 14.6.1 promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
• The Supplier shall (at the Customer’s cost):
  • assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Supplier; and
  • taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
• The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer.
• The Supplier shall at the customer’s cost and expense promptly refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.
• The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this Clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this Clause 14.10).
• The Supplier shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
• On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This Clause 14 shall survive termination or expiry of the Contract.

15. Dispute Resolution
    • 1 The Parties shall attempt to resolve any dispute arising out of or relating to this Collaboration agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
    • If negotiations under Clause 15 do not resolve the matter within 14 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through the agreed Alternative Dispute Resolution (“ADR”) procedure.
    • The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
      • within seven days of service of the notice the parties shall meet (either in person or by video-link, etc) to discuss the dispute and attempt to resolve it.
      • if the dispute has not been resolved within thirty days of the first meeting, then the matter shall be referred to a mediator or arbitrator as agreed by the parties in accordance with the London Court of International Arbitration rules.
    • If the ADR procedure under Clause 15.3 does not resolve the matter within 14 days of the initiation of that procedure, or if either party will not participate in the ADR procedure, the dispute shall be referred to the Centre for Alternative Dispute Resolution at Cambridge Innovation Park by either party for arbitration.
    • The seat of the arbitration under Clause 15.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules of the Centre for Alternative Dispute Resolution.  In the event that the Parties are unable to agree on the arbitrator(s) either party may, upon giving written notice to the other party, apply to the President or Deputy President of the Centre for Alternative Dispute Resolution for the time being for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
    • Nothing in Clause 15 shall prohibit either party or its affiliates from applying to a court for interim injunctive relief.
    • The Parties hereby agree that the decision and outcome of the final method of dispute resolution under Clause 15 shall be final and binding on both Parties.
    • The specific format for the resolution of the dispute under Clause 15.3.1, and if necessary, Clause 15.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
    • Until the parties have completed the steps referred to in Clauses 15.3.1 and 15.3.2 and have failed to resolve the dispute neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the Courts or emergency Arbitrator Relief.
16. Notices
    • Any notice or other communication given by a party under these Conditions shall:
      • be in writing and in English;
      • be signed by, or on behalf of, the party giving it except for notices sent by email; and
      • to be sent to the relevant party at the address or email address set out in the Contract.
    • Notices may be given, and are deemed received:
      • by hand: on receipt of a signature at the time of delivery;
      • by Royal Mail Recorded Signed For post received at 9.00 am on the second business day after posting;
      • by Royal Mail International Tracked and Signed or Royal Mail International Signed post at 9.00 am on the fourth business day after posting;
      • by fax upon receipt of a transmission report from the correct number confirming uninterrupted and error free transmission; or
      • by email upon receipt of a delivery or read email receipt from the correct address.
    • Any change to the contact details of a party set out in the Contract shall be notified to the other party in accordance with this Contract and shall be effective:
      • on the date specified in the notices being the date of such change; or
      • if no date is so specified, seven working days after the notice is deemed to be received.
    • All references to time are to be the local time at the place of deemed receipt;
    • This Clause does not apply to notices given in legal proceedings or arbitration.
17. Entire Agreement
    • The parties agree that the Contract and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or orally in respect of its subject matter.
    • Each party acknowledges that it has not entered into the Contract in reliance on, or shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    • Nothing in these Conditions purports to limit or excludes any liability for fraud.
18. Time

• Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customers obligations only.

19. Variation
    • No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by both parties.

20. Assignment
    • The Customer may not sign, sub-contract or encumber any right or obligation under the Contract, in whole or in part, without the Suppliers prior written consent, such consent not to be unreasonable withheld or delayed.
    • Notwithstanding Clause 20.1 the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any affiliate provided that it gives the Supplier prior written notice of such sub-contracting or assignments including the identity of the relevant affiliate. The Customer acknowledges and agrees that any act or omission of its affiliate in relation to the Customers rights or obligations under the Contract shall be deemed to be an act or an omission of the Customer itself.
21. Non-Solicitation
    • The Customer shall not, for the term of the Agreement and for twelve (12) months after its termination or expiry, employ or contract the Services of any person who is or was employed or otherwise engaged by the Supplier at any time in relation to the Agreement without the express written consent of the Supplier.
    • The Customer shall not, for the Term of the Agreement and for twelve (12) months after its termination or expiry, solicit or entice away from the Supplier any customer or client where any such solicitation or enticement would cause damage to the business of the Supplier.
    • The restriction in Clause 21.1 can be waived on a per Customer basis by the Company in writing on request from the Supplier, such consent not to be unreasonably withheld. No waiver may be given if it shall violate any prior agreement between the Customer and the Company as to the sharing of the Customer details.
22. Non-Competition
    • The Customer shall not, during the course of providing the Services or for a period of 24 (twenty-four) months following the completion thereof, provide like services to any Competitor within the United Kingdom
    • The restriction in Clause 22.1 can be waived on a per-Competitor basis by the Company in writing on written request from the Supplier, such consent not to be unreasonably withheld.
23. No Partnership or Agency
    • The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

24. Severance
    • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and forcibility of any other provision of the Contract shall not be affected.
    • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provisions or part provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and alternative provision.
25. Compliance with Law
    • The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
26. Conflicts within Contract
    • If there is a conflict between the terms contained in the Conditions and the terms of the Proposal, order, appendices or annexes to the Contract, the terms of the Proposal shall prevail.
27. Costs and Expenses
    • The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
28. Cumulative remedies
    • The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
29. Set off
    • The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
    • The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
30. No Waiver
    • No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

31. Equitable relief
    • The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
32. Third party rights
    • A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third party) Act 1999 to enforce any of the provisions of the Contract.
33. Governing Law
    • The Contract and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
34. Jurisdiction
    • The parties irrevocably agree that the Courts of England and Wales shall have exclusive Jurisdiction to settle any dispute or claim arising out of or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
35. Communications and Contact Details
    • This is to be utilised in the event that express written consent is required from the Supplier as per Clause 21 and Clause 22.
    • Contact the Supplier through the following method:
      • By Email: cate@creativewords.cc

36. Policy responsibility and review
    • Overall responsibility for this Terms and Conditions and the implementation thereof lies with Cate Caruth.
    • This Terms and Conditions is regularly reviewed and updated as required.
    • This Terms and Conditions was adopted on 1^st January 2022
    • This Terms and Conditions was last reviewed on 28 January 2024