General terms and conditions

These Terms & Conditions of Service apply to you if you use any Services from The Creative Armoury.

By accepting a Quotation or by placing an Order for Services with The Creative Armoury, you hereby agree to the following Terms & Conditions of Service (“Agreement”).


1. PARTIES

1.1. THE CREATIVE ARMOURY LIMITED is a limited company registered in England and Wales under company number 9496273 with its address at 17-19 St Georges St, Norwich, Norfolk, NR3 1AB, England (“Creative Armoury” / “we” / “us”); and
1.2. You are a CREATIVE ARMOURY CUSTOMER who has engaged Creative Armoury to perform Services on behalf of the business that you work for (the “Client” / “you”).

2. DEFINITIONS

Client Materials: all information, text, graphics, logos, designs, content and materials provided by you to us for use in the provision of the Services;
Concept Stage: the period from the start of the Agreement to the point where we send you the first version of the Deliverables for you to review;
Deliverables: all products and materials developed or provided by Creative Armoury to you in relation to the Services in any media, including: branding and identity work; graphics; illustrations; artwork; text; printed materials; data; diagrams; reports and specifications (including drafts);
Fees: any fees payable by you to Creative Armoury under this Agreement, as set out in the Order;
Final Deliverables: the finalised, Client approved, version of the Deliverables;
Final Design Stage: the Services provided by us after the Concept Stage, in respect of the Deliverables that you would like us to work on to create the Final Deliverables;
Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information(including without limitation know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation 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;
Order: details of the Services and/or Deliverables to be provided by Creative Armoury to you, as agreed by the parties in writing (including in an order form);
Quotation: a quotation provided by Creative Armoury to you in relation to the provision of the Services;
Services: the services provided by Creative Armoury to you under this Agreement, as specified in the applicable Order; This can include: branding and identity; graphics; illustrations; artwork; text; printed materials; logos and/or animation;
Third Party Materials: any third party materials used in the Services; and
Third Party Suppliers: any third parties commissioned for the provision of any part of the Services.

3.  APPLICABILITY
This Agreement will apply to any Quotation and/or Order for Services that we provide to you. Any other terms which you may seek to include are excluded from this Agreement.

4.  ORDERS

4.1.  If you place an Order with Creative Armoury, it will become binding once the Order has been agreed in writing and will be subject to the most recent Quotation that we provided to you. If an Order conflicts with this Agreement, the Order will prevail.

4.2. The Services will be completed within the standard work week (Monday - Friday, 9am to 6pm). We will close on all Bank Holidays and the entire week between Christmas and New Year. Hours of work outside of these standard hours may be agreed by us on a case by case basis in writing.

5. WHAT WE WILL DO FOR YOU

5.1. We will provide the Services to you using reasonable care and skill and we will use reasonable efforts to deliver the Deliverables to you in accordance with the Order.

5.2. We will use reasonable efforts to complete the Services within the timeframe agreed with you before we commence the Services, but for the avoidance of doubt, time shall not be of the essence for the provision of the Services.

5.3. The agreed Fees will include up to two revisions to the Deliverables at the Concept Stage and also at the Final Design Stage. If you request additional amendments to the Deliverables in excess of this, Creative Armoury will agree an additional fee in writing with you before making further revisions to the Deliverables.

5.4. If you need us to carry out the Services somewhere off-site from our offices, you will be responsible for ensuring that location is insured and ensuring that it is in suitable condition and has suitable facilities for the Services to be provided.

5.5. If we need Third Party Suppliers to assist with providing an aspect of the Services to you, we will engage them on your behalf. If the use of Third Party Suppliers means that additional fees are payable in addition to the Fees set out in the Order, we will obtain your written consent before engaging them.

5.6. If you need us to establish printer compatibility with a Third Party Supplier, we will be happy to speak with them, but we will not oversee this printing in person unless we have agreed this in writing with you.

6.  WHAT WE NEED FROM YOU

6.1. From time to time we may request that you provide us with certain Client Materials, further information or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us where it is reasonably practicable for you to do so. If we are unable to perform our obligations to you under this Agreement because we have been prevented or delayed by you, such as your failure to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services. If the delay in providing the Services exceeds 30 days, you must pay us for any costs or expenses we have incurred as a result of the delay and all work provided by us up to that point in time.

6.2. You will be responsible for obtaining all licences and permissions in the Client Materials which we may need in order to fully perform the Services. You hereby confirm that you have all the necessary rights and ownership in the Client Materials to permit us to use them for the provision of the Services without infringing any third party Intellectual Property Rights.

6.3. You will check that the terms of the Order and any other information provided to us
is correct and accurately reflects your requirements.

6.4. If amendments are required to the Deliverables, you will need to give us email confirmation of this. We will also need you to provide us with a marked-up hard copy of the relevant Deliverables (where this is practicable) to indicate any revisions required.

6.5. You will be responsible for checking, proofreading and approving the Final Deliverables before the Services are deemed to be complete. If you do not let us know whether you approve the Final Deliverables within 14 days of us sending them to you, you will be deemed to have accepted and approved the Final Deliverables.

7.   STORAGE

7.1.  Please contact us before the commencement of the Services if you would like us to prepare project files in a particular format.

7.2.  When the Services have been completed, we will store all final electronic files for the Final Deliverables for you for a maximum of two years. After this time, we will delete the files and therefore you must ensure that these are downloaded before this date.

7.3.  All Client Materials and/or Deliverables which we hold and store for you are kept solely at your risk. You are responsible for insuring any such Client Materials or Deliverables as you deem to be appropriate.

8.   FEES AND PAYMENT

8.1.   The Fees will be payable in the instalments specified in the Order (if any).

8.2.   Unless otherwise stated in the Order, payment of our invoices will be due within 14 days of the date of the relevant invoice. VAT and any expenses to be incurred will be shown separately on all invoices where applicable. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement.

8.3.   Where you dispute all or part of an invoice, payment for the disputed part of the invoice shall be postponed whilst the parties discuss the issue in good faith.

8.4.   Subject to clause 8.3, If you do not pay an invoice issued to you by the relevant due date, we reserve the right to take the following actions:

8.4.1  charge interest on any outstanding sums from the due date for payment in accordance with the Late Payments of Commercial Debts (Interest) Act 1998. Please note that this interest will accrue on a daily basis;

8.4.2  deleting or disposing of any Deliverables that we may hold on your behalf. Please not that we will not be responsible for any loss or damage you may suffer as a result of any deletion or disposal; and/or

8.4.3  suspending the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.

8.5.  If this Agreement is terminated, we will require any payments which are due to us to be paid immediately, without prejudice to any other rights we may have under this Agreement.

8.6  We may also set off any liability that you may have to us against any liability that we may have to you.

9. EXPENSES

9.1.  If you need us to attend the premises of a Third Party Supplier who are based outside of the city centre of Norwich, you will be responsible for any fees incurred by us when travelling to and attending the premises. Where possible, we will agree these fees in advance with you and confirm this in the Order, or we will agree the fees in writing with you.

9.2.  If any additional expenses are required, we will obtain your written consent before we incur such expenses.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. You agree to grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use the Client Materials solely for use in the provision of the Services. This right shall be transferred to Third Party Suppliers on the same basis (but without a further right of sub-licence).

10.2.  Subject to clause 10.3, We will retain all Intellectual Property Rights and other rights in the Deliverables. You acknowledge that we may use the Deliverables and Final Deliverables for a number of purposes, including publications, exhibitions, competitions and other promotional purposes (such as use on our website) once the project has been made public.

10.3.  Upon payment of the full Fees (or the relevant instalment of Fees specified in an Order (if applicable), we will grant you a licence for assign all Intellectual Property Rights in the Final Deliverables and you will provide us with on a non-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide basis to allow us to use the Final Deliverables, provided that we have obtained your prior written consent on each occasion. For the avoidance of doubt, the uses specified in clause 10.2 shall be deemed to be hereby approved by you pursuant to this requirement.

10.4.  If we have provided Third Party Materials to you which contain Intellectual Property Rights owned by a Third Party Supplier, your use of the rights in such Third Party Materials may be conditional on you agreeing to a licence of these rights with the relevant Third Party Supplier.

10.5.  You agree that use of the Final Deliverables by you in any publicity or promotions, awards or press releases (e.g. awards, competitions, press releases etc) will be accompanied with the statement, “Designed by The Creative Armoury Ltd.”

11.    INDEMNITY

11.1.   You agree to keep The Creative Armoury indemnified against all losses, costs and liabilities and all expenses, which we incur as a result of:

11.1.1.  any claim for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to us;

11.1.2.   any claim in relation to the Client Materials or any Deliverables infringing a third party’s Intellectual Property Rights;

11.1.3.  any claim in relation to the Client Materials or any Deliverables contents, accuracy or completeness.

12.    CONFIDENTIALITY

12.1.  Each party agrees to keep in strict confidence all information which is of a confidential nature (either where this is stated in writing, or where is it is reasonably deemed to be confidential) that is disclosed by the other party (“Confidential Information”). This clause 12 will continue beyond the termination of this Agreement without limit in time.

12.2.  Confidential Information will only be used to discharge obligations under this Agreement and will be treated by both Creative Armoury and you in the same way that its own confidential information would be maintained. The Confidential Information may only be disclosed to representatives or professional advisers of the receiving party provided that such persons are subject to confidentiality restrictions equivalent to the terms of this Agreement.

12.3.  The obligation of confidentiality will not apply to Confidential Information that:

12.3.1  is already in the public domain (without breaching this Agreement);

12.3.2  is already in the receiving party’s possession;

12.3.3  was independently developed by the receiving party without reference to the Confidential Information;

12.3.4  has been disclosed with the prior written approval of the disclosing party; or

12.3.5  is required by law to be released (provided that notice is given to the disclosing party in advance of disclosure).

13.  LIABILITY

13.1.  This clause sets out the liability of each party under this Agreement. Please note that all warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

13.2.  Nothing in this Agreement limits or excludes the liability of either party for death or personal injury which results from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.

13.3.  Neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

13.4.  Our respective total liability to each other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the price paid or payable for the relevant Services provided to you by Creative Armoury in the previous 12 months.

13.5.  Whilst we will use our reasonable endeavours to make sure that any Client Materials you provide to us are not lost or damaged, we will not be responsible or liable for any loss or damage that may occur to them, unless this was caused by our gross negligence.

14.  TERMINATION

14.1.  After you have placed an Order with Creative Armoury, it can only be cancelled with our written consent. If we agree to the cancellation of the Order, you will be responsible for paying for all Services that have been provided up to the date of cancellation.

14.2.  If either party breaches its obligations under this Agreement and does not remedy the breach within 14 days of receiving a request from the other party to do so; or if either party becomes insolvent or bankrupt, or (being a company) makes an arrangement with its creditors, or has an administrative receiver or administrator appointed, or commences to be wound up other than for the purposes of merging or restructuring, suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business, the other party may without prejudice to any other rights terminate the Agreement immediately in writing.

15.   FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations under the contract if such failure results from circumstances which could not reasonably be contemplated at the time of entering into this Agreement and which are beyond the parties’ reasonable control (including, without limitation, acts of god, fire, flood, war, riots, power outages etc). If a force majeure event continues for a period of 30 days or more, either party may terminate this Agreement by providing the other party with seven days’ written notice.

16.   GENERAL

16.1.  This Agreement represents the entire agreement between the parties and supersedes all previous agreements.

16.2.  It may be necessary for us to update this Agreement and its terms from time to time. If you continue to use the Services after we have informed you of any amendments or additional terms to the Agreement, you will be deemed to have accepted these changes and they will be incorporated into this Agreement.

16.3.   Subject to clause 16.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.

16.4.   No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

16.5.   You must not transfer this Agreement to anyone else as it is personal to you. We may transfer our rights and obligations under this Agreement at any time.

16.6.  All notices must be in writing and will be deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address. You agree that serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.

16.7.  A person who is not a party to this Agreement will not have any rights under or in connection with it.

16.8.  All obligations which expressly, or by their nature, are intended to continue beyond the termination of this Agreement will survive the termination of this Agreement.

16.9.  Nothing in this Agreement is intended to, or will be deemed to establish any partnership or joint venture between the parties, make a party the agent of the other party or authorise a party to make or enter into any commitments for or on behalf of the other party.

16.10.  If any term of this Agreement is found to be invalid or unenforceable, it will be severable from, and shall not affect, the remaining terms which shall continue as if it had been executed with the illegal or unenforceable provision eliminated.

16.11.  This Agreement is governed by English law and the parties agree to irrevocably submit to the exclusive jurisdiction of the English courts.