These are our standard terms and conditions, which apply to all our clients and work. If you have any questions or would like to get in touch to discuss anything else please either contact your account manager directly (if you are an existing client) or with our Managing Director Faith (faith@creativeconcern.com) if not.

Terms and conditions

1. Definitions and interpretation
   1. In these the following definitions apply:

Applicable Law

means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday;

Conditions

means the Supplier’s 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 in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to these Conditions;

Contract

 

means the agreement between the Supplier and the Customer for the supply and purchase of Services as set out on the Front Sheet and incorporating these Conditions;

Controller

shall have the meaning given to it in applicable from time to time;

Customer

means the named party in the Contract who has agreed to purchase the Services from the Supplier and whose details are set out on the Front Sheet;

Data Protection Laws

means, as binding on either party or the :

• the Data Protection Act 2018;
• any laws which implement any such laws; and
• any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Protection Supervisory Authority

means any regulator, authority or body responsible for administering ;

Data Subject

shall have the meaning given to it in applicable from time to time;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the ;

GDPR

means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and 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;

Personal Data

shall have the meaning given to it in applicable from time to time;

Price

has the meaning set out in clause 3.1;

processing

has the meaning given to it in applicable from time to time (and related expressions, including , , , and shall be construed accordingly);

Processor

shall have the meaning given to it in applicable from time to time;

Protected Data

means received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under these Conditions;

Sub-Processor

means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any activities on behalf of the Customer in respect of the ;

Supplier

means Creative Concern Limited, a company registered in England and Wales with company number 04582786 whose registered address is at Fairbairn Building, 72 Sackville Street, Manchester, England, M1 3NJ;

Supplier Personnel

means all employees, officers, staff, other workers, agents and consultants of the Supplier and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

VAT

means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

1. In these , unless the context requires otherwise:
   1. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
   2. 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 person’s personal representatives, successors and permitted assigns;
   3. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
   4. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1. Application of these conditions
   1. These apply to and form part of the between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
   2. 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 except to the extent that the Supplier otherwise agrees .
   3. No variation of these or to the shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
   4. The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
   5. Marketing and other promotional material relating to the Supplier’s provision of the Services are illustrative only and do not form part of the .
   6. Where Additional Specific Terms are included in the Front Sheet, they shall take priority over these Conditions.
2. Price
   1. The price for the Services shall be as set out on the Front or, where no such provision is set out, shall be (the Price).
   2. The s are exclusive of:
      1. insurance, and all other related charges or taxes which shall be charged in addition at the Supplier’s standard rates, and
      2. (or equivalent sales tax).
   3. The Customer shall pay any applicable to the Supplier on receipt of a valid invoice.
   4. The Supplier may increase the s at any time by giving the Customer not less than [] s’ notice in writing provided that the increase does not exceed [] of the s in effect immediately prior to the increase.
   5. Notwithstanding clause 3.4, the Supplier may increase the s with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds [] and which is due to any factor beyond the control of the Supplier.
3. Payment
   1. The Supplier shall invoice the Customer for the Services, partially or in full, at any time once the Services have commenced.
   2. The Customer shall pay all invoices:
      1. in full without deduction or set-off, in cleared funds within [] of the date of each invoice; and
      2. to the bank account nominated by the Supplier.
   3. Time of payment is of the essence. Where sums due under these are not paid in full by the due date:
      1. the Supplier may, without limiting its other rights, charge interest on such sums at % a year above the base rate of from time to time in force, and
      2. 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.
   4. The Supplier shall retain title in all Intellectual Property Rights created or assigned to it relating to the Services until payment has been received in full by the Customer, after which, and upon the Customer’s request, it shall take reasonable steps to assign the same to the Customer.
4. Performance
   1. The Services shall be performed by the Supplier as specified on the Front Sheet and if any Specifications are referenced on the Front Sheet, the Supplier shall, subject to the remainder of these conditions, perform the Services in material compliance with the Specification.
   2. The Supplier may perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   3. 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 indicative only.
   4. The Supplier shall not be liable for any delay in or failure of performance caused by:
      1. the Customer’s failure to provide the Supplier with adequate instructions or any requested information needed for performance ;
      2. Force Majeure.
5. Warranty
   1. The Supplier warrants that , the Services shall:
      1. be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
      2. in the case of any goods supplied under the Services or media upon which the results of the Services are supplied, be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
   2. Except as set out in this clause 6:
      1. the Supplier gives no warranties and makes no representations in relation to the Services; and
      2. all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
6. Limitation of liability
   1. The extent of the parties’ liability under or in connection with the (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.
   2. Subject to clauses 7.5 and 7.6, the Supplier shall not be liable for consequential, indirect or special losses.
   3. Subject to clauses 7.5 and 7.6, the liability of the Supplier shall not exceed the Damages Cap in respect of one claim or a series of related claims.
   4. Subject to clauses 7.5 and 7.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
      1. loss of profit;
      2. loss or corruption of data;
      3. loss of use;
      4. loss of production;
      5. loss of contract;
      6. loss of opportunity;
      7. loss of savings, discount or rebate (whether actual or anticipated);
      8. harm to reputation or loss of goodwill.
   5. The limitations of liability set out in this clause shall not apply in respect of any indemnities given by under the .
   6. Notwithstanding any other provision of the , the liability of the parties shall not be limited in any way in respect of the following:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and/or
      3. any other losses which cannot be excluded or limited by .
7. Confidentiality and announcements
   1. The and the Customer shall keep confidential all of the and shall only use the same as required to perform the . The provisions of this clause shall not apply to:
      1. any information which was in the public domain at the date of the ;
      2. any information which comes into the public domain subsequently other than as a consequence of any breach of the or any related agreement;
      3. any information which is independently developed by the without using information supplied by the ; or
      4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the .
   2. Neither party shall not make any public announcement or disclose any information regarding the , except to the extent required by law or regulatory authority.
   3. This clause shall remain in force []
   4. To the extent any is (as defined in clause 9) such may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 9.1.
8. Processing of personal data
   1. The parties agree that the Customer is a and that the Supplier is a for the purposes of pursuant to the Contract. The Customer shall at all times comply with all in connection with the of . The Customer shall ensure all instructions given by it to the Supplier in respect of (including the terms of the Contract) shall at all times be in accordance with .
   2. The Supplier shall in compliance with the obligations placed on it under and the terms of the Contract.
   3. 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 s, 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 ) arising out of or in connection with any breach by the Customer of its obligations under this clause 9.
   4. The Supplier shall:
      1. only (and shall ensure only ) the in accordance with the schedule and the Contract except to the extent:
         • that alternative instructions are agreed between the parties in writing; or
         • otherwise required by applicable law (and shall inform the Customer of that legal requirement before , unless applicable law prevents it doing so on important grounds of public interest); and
      2. without prejudice to clause 9.1, if the Supplier believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall promptly inform the Customer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
   5. The Supplier shall not permit any of by any without the prior specific written authorisation of the Customer.
   6. The Customer authorises the appointment of the s listed in the schedule.
   7. The Customer shall reply to any communication from the Supplier requesting any further prior specific authorisation of a pursuant to clause 9.5 promptly and in any event within [] s of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.
   8. The Supplier shall refer to the Customer all requests it receives for exercising any s’ rights under Chapter III of the which relate to any . It shall be the Customer’s responsibility to reply to all such requests as required by .
   9. The Supplier shall, in accordance with , 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 9 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the (and under any equivalent 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 [] audit request in any 12 month period under this clause 9.9).
   10. On the end of the provision of the Services relating to the of , at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the to the Customer or securely dispose of the (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such . This clause 9 shall survive termination or expiry of the Contract.
9. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract by written notice to the other party.

1. Termination
   1. Either party may terminate the Contract at any time by giving notice in writing to the if:
      1. the other party commits a material breach of the and such breach is not remediable;
      2. the commits a material breach of the Contract which is capable of being remedied but such breach is not remedied within days of receiving written notice of such breach.
   2. The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
      1. the has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within [] days after the has given notification that the payment is overdue; or
      2. any consent, licence or authorisation held by the is revoked or modified such that the is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
   3. Either party may terminate the Contract at any time by giving notice in writing to the if the
      1. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      2. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the reasonably believes that to be the case;
      3. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
      4. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
      5. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
      6. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
      7. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      8. has a resolution passed for its winding up;
      9. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
      10. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [] days of that procedure being commenced;
      11. has a freezing order made against it;
      12. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title those items;
      13. is subject to any events or circumstances analogous to those in clauses 17.3.1 to 17.3.12 in any jurisdiction.
   4. The may terminate the any time by giving not less than [] notice in writing to the if the undergoes a change of .
   5. If either party becomes aware that any event has occurred, or circumstances exist, which may entitle the to terminate the Contract under this clause 17, it shall immediately notify the in writing.
   6. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the at any time up to the date of termination.
2. 1. Any notice given by a party under these shall:
      1. be in writing and in English;
      2. be signed by, or on behalf of, the party giving it ; and
      3. be sent to the relevant party at the address set out in the
   2. Notices may be given, and are deemed received:
      1. by hand: on receipt of a signature at the time of delivery;
      2. by First Class post: at 9.00 am on the after posting;
      3. by Royal Mail International Signed post: at 9.00 am on the after posting;
      4. by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission
      5. by email on receipt of a delivery email from the correct address.
   3. Any change to the contact details of a party as set out in the shall be notified to the other party in accordance with clause 12.1 and shall be effective:
      1. on the date specified in the notice as being the date of such change; or
      2. if no date is so specified, 5 s after the notice is deemed to be received.
   4. All references to time are to the local time at the place of deemed receipt.
   5. This clause does not apply to notices given in legal proceedings or arbitration.
3. Cumulative remedies

Save where expressly stated to the contrary, the rights and remedies provided in the Contract are cumulative and not exclusive of any rights and remedies provided by law.

1. Time

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

1. Further assurance

Each party shall at the request of the other, and at its own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

1. Entire agreement
   1. The parties agree that the constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
   2. Each party acknowledges that it has not entered into the in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the . No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the .
   3. Nothing in these purports to limit or exclude any liability for fraud.
2. 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, or on behalf of, each party.

1. Assignment

Neither party may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld or refused).

1. Set off
   1. A party shall be entitled to set-off against monies owed to it under the any liability which it has or any sums which it owes to the other party under the .
2. 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.

1. Front Sheet

In the event of any conflict between the specific provisions included on the Front Sheet and the rest of this agreement, the specific provisions on the Front Sheet will take precedence.

1. Severance
   1. If any provision of the (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the shall not be affected.
   2. If any provision of the (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 provision or part-provision in question shall apply with the minimum 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 alternative provision.
2. Waiver
   1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
   2. No single or partial exercise of any right, power or remedy provided by law or under the shall prevent any future exercise of it or the exercise of any other right, power or remedy by the relevant party.
   3. A waiver of any term, provision, condition or breach of the shall only be effective if given in writing and signed by the relevant party, and then only in the instance and for the purpose for which it is given.
3. Compliance with law

The parties shall comply with Applicable Law and shall maintain such licences, 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.

1. Costs and expenses

Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and of any documents ancillary to it).

1. Third party rights
   1. A person who is not a party to the shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the .
2. Dispute resolution
   1. Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 27.
   2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
   3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
      1. within [five] s of service of the notice, the managers of each of the parties shall meet to discuss the dispute and attempt to resolve it.
      2. if the dispute has not been resolved within [] s of the first meeting of the , then the matter shall be referred to the (or persons of equivalent seniority) of each of the parties. The (or equivalent) shall meet within [] s to discuss the dispute and attempt to resolve it.
   4. Until the parties have completed the steps referred to in clause 27.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.
3. Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, 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.

1. 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).

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