Creative Venom Ltd – Multimedia Solutions and Services – Terms of Business

We:
Creative Venom Ltd – Design solution finders and providers for ‘in print’ and ‘on screen’ output

Proposal:
Creative Venom Ltd will make suggestions in response to an initial inquiry. These suggestions could be essential or simply factors for the Client to consider. This will form the proposal.

Estimate:
This will be an amount calculated by the anticipated time required to deliver a product or service. Confirm Creative Venom’s hourly rate before continuing any further.

Quotation:
This will be an amount calculated by Creative Venom Ltd to satisfy an envisaged and interpreted brief formed by the Client’s input thus far. The Quotation may alter if changes to the specification are made or later realised by the Client. In order to facilitate a product or service Creative Venom may have to insist on particular modifications or further inclusions to the Specification. Again, this may alter the Quotation.

Specification:
For a period of time may remain flexible whilst the extent of the project is in discussion and a full brief advances. The Client is aware that changes to the specification, no matter how small or insignificant they are deemed, could increase or decrease the Quotation significantly. A Specification is a list of agreed criteria between Creative Venom Ltd and the Client that the end product or service must satisfy by way of a minimum.

Brief:
A Brief automatically forms once a Specification has been agreed and signed-off by both Creative Venom Ltd and the Client.

Purchase Order:
A Purchase order should be raised by the Client after the Specification has been agreed and signed-off by both parties. This is an automatic signal to Creative Venom Ltd to commence the said Brief.

Agreed up-front Charges and Timescales will automatically follow this process.

Approval:
The Client or Creative Venom Ltd acknowledge by way of email confirmation, written receipt or payment received and approve the project stage, phase or completion.

Acceptance:
The second the Client wish to make an Online facility Live or send a Printed proof to print they are Accepting the product or service in full and are adhering to the surrounding charges that maybe still due. When a product or Service goes Live or is Published, Creative Venom Ltd can not accept any further liability.

1. Creative Venom Ltd are honest, friendly and 100% trustworthy with the interests of our Clients as our focus. We creatively thrive in a relaxed, yet professional manner. We work best when we have mutual trust and respect from our Clients. Creative Venom Ltd enjoys working with Clients who are open-minded and keen to explore ideas. Our charges are directly comparable to the standard of work or service you will receive from us. Thanks for choosing Creative Venom Ltd. James Palmer-Jones and Sean Gambrill Co-directors and business partners.

1. These conditions will form the basis of the contract between Creative Venom Ltd and the Client. No servant of the Client has the authority to alter these conditions that are set out herein.

1. Once a brief or proposal has emerged, a purchase order must be raised by the Client as acceptance of their order. This document, once signed, will indicate that the Client has agreed and will adhere to the terms and conditions set out herein.

1. Charges for services provided by us are defined in the project brief / proposal, estimate or quotation. Until a purchase order is raised by the Client these prices will remain as estimates and may fluctuate at our discretion.

2. Both Creative Venom Ltd and the Client will have a copy of the resulting firmed-up brief, estimate or quotation by way of e-mail or hard copy. Please note that projects anticipated to last more than 1 week will require a 50% advance payment. The next payment of 50% will be due when fulfillment of the purchase order has been reached.

3. Please note that projects in excess of 1 month may require a 75% advance payment with the balance due when fulfillment of the purchase order has been reached.

4. Payment is due by BACS, CHAPS, cheques or cash and should be remitted to Creative Venom Ltd, 166 D Cromwell Road, Whitstable, Kent CT5 1NA. All payments, where possible are to be settled by an online transaction. Account details can be found at the foot of all our Quotations and Invoices.

5. All payments are to be settled within 14 days.

6. If the Client wishes to pay within 30 days then permission must have been granted by Creative Venom Ltd.

7. Final payments (on completion of brief) are 10 working days.

1. No work we have designed will be published, produced or set live until the Client has reviewed and approved the work or the proposed service.

2. A PDF is normally sent out for the purposes of approval. In the case of website development, test areas are created in order for the Client to review in a ‘non live’ state.

a. If a hard copy proof or ‘mock-up’ is required by the Client then this must be requested by the Client and they must agree to pay any overheads that may be incurred during this process.

b. No further mock-ups may be requested unless Creative Venom Ltd have acknowledged the value in doing so.

3. Once the concept or design has been approved by the Client the publishing, production or ‘setting live’ will commence and timescales and payments set out above will automatically apply.

a. In most instances (particularly website construction) the Client will be offered the opportunity to privately review the work within a demonstration environment. Feedback from the Client is encouraged at any stage of the project and is documented for other purposes such as internal training and development.

b. Revisions consisting of minor changes and amendments will take place before the work is published or set live. No websites are made live until we have received written confirmation that serves as approval and acceptance from the Client. A confirmation email from the Client will normally suffice.

c. Once the Client has approved the final work all outstanding invoices are due for payment. Final invoices need to be paid within 10 working days. Once these payments have been received the work will be published (or in the case of print, submitted to the printers) and made accessible to all users of the World Wide Web.

1. We will always endeavor to design, publish, produce or set live Client’s work by the said date specified in the project brief / proposal, unless the Client specifically requests a delay or makes additions to the brief. Deviations to the original project brief / proposal could incur significant shifts to project milestones and deadlines. The Client must appreciate this and must also acknowledge that such deviations are subject to additional charges.

1. A period of 30 days prior notice is required for the cancellation of the agreed contract. This will incur an administration fee. All incurred charges to date must be settled in full before termination or handover processes can begin.

2. E-mail or telephone requests will not normally be honored, until confirmed in writing. The Client will be invoiced for design / development work completed to the date of the first notice of cancellation, for payment in full within 10 days.

1. Invoices will be sent in accordance to the payment schedule and percentage weighting agreed. This is typically 50% in advance with the remainder on completion.

a. Invoices are sent in electronic format typically in PDF format. A hard copy invoice will not be sent unless the Client has specifically requested it and supplied us with a full postal address.

2. All final payments are due within 10 working days of receipt of invoice.

3. Any invoice outstanding beyond this period will be referred to Daniels Silverman Limited and will be subject to surcharge of 15% plus vat to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the Client and will be legally enforceable.

4. Advance payment invoices are to be settled immediately, as no work will be carried out until payment has been received. Please note that stalling on an advance payment could result in a change to timescales set out in the project brief / proposal.

1. Our services maybe used for lawful purposes only. Submission, transmission, or maintenance of any information or materials in violation of any legal statutes and/or regulations is prohibited.

2. Material that is deemed to be offensive or threatening, we reserve the right to decline services without justification to the Client.

1. The Client retains the copyright to their data.

2. Files and graphic logos provided by the Client will automatically grant us with the right to publish and use such material.

3. Bespoke work designed or created by us for use by the Client will remain the property of Creative Venom Ltd at our discretion.

4. Creative Venom Ltd will only grant the Client rights to use such material in formats other than the original purpose at our discretion. The Client must seek the permission of Creative Venom Ltd to publish work outside of the original purpose for design.

5. A separate agreement must be entered into, in the event that the Client wishes to obtain full rights for bespoke artwork or graphic logos designed by us.

6. The Client must obtain permission and rights to use any information, data or files that are copyrighted by a third party.

a. The Client is further responsible for granting Creative Venom Ltd permission and rights for use of the same and agrees to indemnify and hold harmless, Creative Venom Ltd from any and all claims resulting from the Client’s negligence or inability to obtain legal copyright permissions.

b. Every contract for design services shall be regarded as a guarantee by the Client to Creative Venom Ltd that such permissions and authorities have been obtained.

c. Creative Venom Ltd reserve the right to ask for proof of permissions at any time from the Client.

1. Unless predefined in the project brief / proposal it will be the Client’s responsibility to supply text (wherever possible) in electronic format. All photographs and other images that are not suitably available in electronic format are to be supplied physically, in clean, high quality print suitable for scanning or electronically provided in the relevant software/industry format.

2. The Client should seek advice from Creative Venom Ltd if they are uncertain to the compatibility of the media they intend to supply or make available.

3. Additional costs will be incurred and invoiced accordingly for extensive or time consuming corrective work, conversion of media or outside facility charges.

4. Although every reasonable attempt by us shall be made to return the Client’s material, this can not be guaranteed. We encourage our Clients to pay regular visits to our studio during a project. This is where we prefer to sign-off briefs / proposals and milestones, and it is at this point that the source material can be returned.

5. If the Client wishes for source material to be returned by post then provisions must be made by the Client to cover postal and sending fees. In this event Creative Venom Ltd will almost always post by First Class Special Delivery. This will require a signature from the Client by way of confirmed delivery.

1. A link or written acknowledgment to Creative Venom Ltd will be required to appear somewhere near the foot of any material that we produce unless clearly expressed otherwise by means of suitable justification by the Client. The Creative Venom Ltd logo, written text or hyperlink will be presented and situated in such a way that it conforms appropriately with the Client’s design.

a. The Client will not use our credit on anything we have not had a significant creative hand in. We will make the final decision when instances occur.

1. In order to work effectively we may require access details such as user-names and passwords. All access details are treated with great care and confidence and only used by us for the purposes of access which normally gives way to further development work.

a. The Client will only provide ‘safe’ access details and not details they use for personal use such as online banking. If the work relates directly to this type of facility then additional terms and conditions may need to be acknowledged and adhered to.

2. If the Client’s work requires an install on a third-party server, we must be granted temporary read/write access to the relevant directories. These directories must be accessible via FTP. Depending on the nature of the project, other areas of the server may need to be configured accordingly.

a. The Client understands that further terms and conditions may apply.

b. The Client understands that project deadlines may be in jeopardy if third parties stall in providing the necessary access privileges.

c. We can not be held responsible for any malicious code, defacement, spoofing, phishing or acts of fraud that may take place on a third parties server.

3. If the Client requests their own FTP access then we can not be held responsible for any form of changes to code that have adverse effects. We will charge additionally to rectify any issues concerning the website.

a. We can not be held responsible for hacking attempts and/or viruses.

b. We can not be held responsible for any loss of data.

c. We can not be held responsible for any malicious code, defacement, spoofing, phasing or acts of fraud.

1. We make no representation that the domain name you wish to register is capable of being registered by or for you. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk, and you agree that we shall bear no liability for any cost incurred in the belief that registration would be successful.

2. The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority, as listed here: For .uk domains the terms are available at http://www.nic.uk/ref/terms.html, for .com .net .org .biz or .info domains the terms are linked from the following page https://joker.com/index.joker?mode=page&page=terms_cond;you shall ensure that you are aware of those terms and conditions and that you comply with them, you should also be aware that as per the terms of our privacy policy we will be passing personal details of yourself onto the registry in question, unless you specifically request otherwise, although some limited details will always be sent to the registry, namely the legal registrant of the domain name. Also you shall have no right to bring any claim against us in respect of refusal to register a domain name. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.

3. We shall bear no liability in respect of the use by you of any domain name. Any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our absolute discretion, and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.

4. We shall not release any domain to any other person unless full payment for that domain has been received by us.

5. You warrant that you are the owner of, or that you have been and are duly authorised by the owner to use, any trade mark or name requested or allocated as your domain name.

6. You warrant that, to the best of your knowledge and belief, neither the registration of your proposed domain name nor the manner in which it is directly or indirectly used will infringe the legal rights of a third party or will otherwise be unlawful in any way, and you will indemnify us against any and all actions, claims, losses, costs, damages and expenses incurred by us if this warranty proves to be untrue.

7. We reserve the right to take instructions directly from the legal owner of any domain under our control, even if they are not the account holder, although we will only take instructions on the domain itself, not on any services relating to it that we are providing for the account holder.

8. You shall obtain any and all necessary consents, license’s and clearances to enable you lawfully to make use of all and any intellectual property rights through the Service, including, without limitation, clearance, license’s and/or consents in respect of your proposed domain name.

1. You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.

2. Hosting will be an annual charge and encompasses email and website activity that takes place on the server. Hosting will be provided with a 99% SLA connection up-time. Although Creative Venom Ltd provide a secure environment it is still the responsibility of the Client to retain backups of content where possible. No backups of files are automated unless the Client is paying for this service. Emails should be saved locally and not left on the server. Creative Venom Ltd accepts no liability for loss of data.

1. Backup services provided by Creative Venom Ltd; the date, frequency and retention time will be agreed prior to backups taking place. In the event of complete data loss the most recent backup will be restored free of charge, with a limit of one restore per month, further restores will incur charges. Backup services must be requested if not part of the original purchase order.

1. By acknowledgment of this agreement the Client agrees to give Creative Venom Ltd `on demand’ access to the Client’s website and further agrees that Creative Venom Ltd have the right to remove the site from the public domain following failure to comply with the set out terms of contract, including violation of licenses or failure to pay fees dully accessed.

1. We accept no responsibility for any alterations to work carried out by third-parties occurring to the Client’s work once installed, developed or produced. Such alterations include additions, modifications or deletions.

1. We will, as part of the website project brief / proposal, submit the Client’s website to Google search engine.

a. We can not accept any responsibility or liability for Client’s websites not being ranked by search engines. We will make reasonable efforts to ensure that websites being launched for the first time are made ‘search engine friendly’ where possible and inline with the brief / proposal.

b. The Client must request further search engine submissions.

c. We can not be held responsible for page rankings, black listing or any relationship with Google.

1. After the Review, Approval and Acceptance process we will not be held responsible for the visual differences that occur between the variety of commonly used browsers. The same applies to the variations that occur across Mac and PC Platforms.

a. Browser testing must be requested as part of the original project brief / proposal. This service may be requested at a later date but the Client acknowledges there is a charge for this.

b. The Client must also request as part of the original project brief / proposal, HTML and Accessibility compliance. This service may be requested at a later date but the Client acknowledges there is a a charge for this.

c. The Client must request SEO and must be willing to work with Creative Venom in achieving this quickly and effectively. The Client acknowledges there is a a charge for this.

d. We can not be held responsible for any failure for the Client’s website to comply to the latest standards set out by the W3C for HTML and Accessibility best practice unless this service has been requested and paid for by the Client.

2. We will make a reasonable effort to reduce differences to a minimum. Please note that the appearance of websites will also differ to some degree across monitors, as different configurations and resolutions are in use. We will not be held responsible for the variance in ‘end-user’ settings and preferences.

3. It is the responsibility of the Client to keep their browser up to date.

1. The Client agrees to indemnify and hold harmless Creative Venom Ltd from any and all claims resulting from the Client’s use of Creative Venom’s services which cause damage to the Client or third-party.

1. Creative Venom Ltd makes no warranties of any kind, whether express or implied, for the services it provides. Creative Venom Ltd also disclaims any warranty of merchantability or fitness for a particular purpose.

2. Creative Venom will not be responsible for any direct, indirect or consequential damages, which may result from the use of its services, including loss of data resulting from delays, non-delivery or interruption in service.

3. The Client acknowledges and agrees that Creative Venom Ltd cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond its control. Where the website is the integral part of a new business, Creative Venom Ltd in no way, guarantees the success of the business or the business concept.

1. These terms and conditions supersede all previous representations, understandings or agreements and shall prevail not with standing any variance with terms and conditions of any order submitted, save only for any exceptions specifically outlined in the project proposal.

2. The Client’s receipt of this constitutes agreement to and acceptance of these terms and conditions.

3. Creative Venom Ltd reserves the right to change the terms and conditions of the acceptance of future orders from the Client.

1. This Agreement shall be governed by the laws of England and the United Kingdom, which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.