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Terms & Conditions

Terms & Conditions

Terms of Business

Become Creative Ltd (Registered No: 08559904). A design, marketing and branding agency trading as Become, with a division named Branded & Boxed.

1. INTERPRETATION
1.1 Client: the individual or company that Become Creative is providing the Services to.
  Fees: the fees payable by the Client to Become Creative for the Services.
  Quotation: the description of the Services and an estimate for the Fees (where applicable), which may take the form of a written document, email or written correspondence.
  Services: the services provided by Become Creative including (where applicable) web, print and brand design.
  Website: The Client’s website.
2. CONTRACT    
2.1 The Client may accept the Quotation by either sending Become Creative confirmation in writing or by paying the deposit as outlined in the Quotation. By accepting the Quotation a contract will come into existence between the Client and Become Creative governed by these terms (the Contract).
2.2 In order to carry out the Services, the Client authorises Become Creative to:
  (a) access any information required from the Client, for example from a web hosting account;
  (b) upload files to the world wide web; and
  (c) submit the completed Website to internet search engines.
3. WARRANTIES
3.1 Become Creative warrants to the Client that:
  (a) it has the ability to perform the Services;
  (b) it will perform the Services in a competent and timely manner; and
  (c) it will not knowingly infringe upon or violate the rights of any third party or violate applicable legislation whilst providing the Services.
3.2 The Client warrants to Become Creative that:
  (a) it has the authority and power to enter into the Contract;
  (b) any information provided to Become Creative is full and accurate and provided in a timely manner; and
  (c) any materials provided to Become Creative shall not infringe upon or violate the rights of any third party or violate applicable legislation.
3.3 Become Creative does not warrant that:
  (a) the Website will achieve a certain rating in search engine results and will subsequently not be liable for any change in its ranking; or
  (b) a domain name will be available at any stage, even if it is available when the Quotation is provided.
4. DELIVERY TIMES
4.1 Become Creative will provide an estimated completion date for the Services prior to the Client accepting the Quotation. Following the acceptance of the Quotation, Become Creative shall provide a timeline for the provision of the Services.
4.2 Become Creative will use its reasonable endeavours to provide the Services in accordance with the timeline however the Client understands that the delivery times stated are only reasonable estimates. The Client also understands that Become Creative shall not be responsible for any delay that is caused due to circumstances beyond its reasonable control or caused by the Client. Time shall not be of the essence.
5. QUOTATION & PRICING
5.1 Where applicable and depending on the Services to be provided, Become Creative will provide the Client with an estimate of the Fees in the Quotation, which shall be calculated by Become Creative on a time basis at Become Creative’s hourly rates (details of which are available on request).
5.2 Any estimate provided by Become Creative is based upon information available at the time the Quotation is sent to the Client. Any estimate must be treated as an estimate only.
5.3 The Client shall reimburse Become Creative for any expenses necessarily incurred in the provision of the Services and approved by the Client in advance.
6. FEES AND PAYMENT TERMS
6.1 Unless otherwise stated on the Quotation, 50% of the Fees for the Services will be invoiced upon acceptance of the Quotation and 50% will be invoiced on sign-off, prior to launch or final artwork and files being supplied. Payment shall be made by BACS transfer or cheque. All invoices are due 15 days after receipt of the invoice unless otherwise specified in the Quotation or on the invoice. The Client agrees to pay additional fees for any work not described in the Quotation on a time basis. All additional work must be approved in writing by Become Creative.
6.2 Become Creative may agree for some Services to be paid for in regular monthly instalments. If this is applicable, it will be stated on the Quotation. If the Client is paying monthly then it will be subject to a minimum contract period. The Client cannot cancel the agreement with Become Creative until the minimum contract period has expired.
6.3 If timelines have been agreed, Become Creative reserves the right to invoice the Client if the Services have stalled or where the project is falling behind the timeline by more than 21 days due to delays caused by the Client.
6.4 Invoices more than 30 days overdue are subject to a 5% ‘delayed payment’ charge. This initial 5% figure is then added to each recurring 30 day period that they are overdue. Invoices over 90 days overdue will be referred to a debt collection service, where additional fees may also be added by them, regarding the collection of the debt which shall be borne by the Client.
6.5 If a Client does not pay an invoice within 30 days, Become Creative may suspend any Services (including hosting) that Become Creative is supplying to the Client including Services on other websites or projects of the Client.
6.6 Become Creative will not increase the Fees for any ongoing Services during the minimum periods as set out in the Quotation. After these periods have elapsed, Become Creative may amend the Fees by providing the Client 28 days’ written notice.
7. WEBSITE SERVICES
7.1 The Quotation will list the Services. Unless otherwise specified, the Services will be provided using the WordPress content management platform.
7.2 Branded & Boxed Projects – Branded & Boxed websites involve a choice of three WordPress themes suited to the Client’s business. Style changes within the theme are accommodated where possible, however any changes made by Become Creative outside of the theme will incur additional fees for the Client, details of which will be provided to the Client prior to Become Creative undertaking the additional work.
7.3 All websites, Branded & Boxed or otherwise, will include the following:
  (a) the provision of all necessary HTML, CSS, scripts and code where applicable, as required;
  (b) responsive design, enabling them to be viewed on laptops, PC’s, tablets and mobile devices running the latest versions of Internet Explorer, Mozilla Firefox, Google Chrome and Safari;
  (c) search engine friendly design, including optimisation of URLs, page titles and meta description tags;
  (d) the setup of Google Analytics to monitor website traffic, to which the Client will have access (unless not required);
  (e) the submission of website to Google (unless not required);
  (f) upon request, the submission of the website to Yahoo! and Bing search engines if appropriate;
  (g) design, development and full testing of the website described in the Quotation; and
  (h) Yoast SEO plugin integrated to self-populate. (Tailored population of the plugin can be discussed and costs provided on request).
7.4 Administrative rights for the Website shall be provided to the Client when the Website has gone live to allow the Client to make changes to the Website.
7.5 Become Creative may include plugins on the Website to improve the overall user experience or provide specific functionality. These include but are not limited to contact forms, image slideshows, videos and maps. Some of the plugins may be owned by third parties. The third party owner of such plugins may alter or remove the service and/or charge fees if certain usage limits are reached or may cease development of the plug-in. Clients will be notified prior to such cases where possible and can decide whether or not to continue with the service (where applicable) or to find an alternative provider.
8. DOMAIN NAMES
8.1 If stated in the Quotation, Become Creative will register a domain name or domain names on behalf of the Client. Alternatively, the Client may request that Become Creative transfers an existing domain name owned by the Client. This will incur additional fees for the Client.
8.2 Become Creative may register the domain name(s) using the Client’s details and will manage the registration and any subsequent renewal on behalf of the Client. Become Creative will not hold any rights in the domain name. The domain name will usually be registered for 1 year, or as otherwise agreed by the parties. If the Client does not renew the Services after one year the domain name will expire and will be available for general sale. Become Creative will not be liable for any losses caused to the Client through the expiration of the domain name if the Client does not renew the Services.
8.3 Branded & Boxed Projects – For Branded & Boxed websites, Become Creative will register only one “.co.uk” or “.com” domain name.
9. COPYWRITING SERVICES
9.1 If the Services include copywriting services, the Client must provide sufficient information including detailed verbal information, notes, leaflets or information from other relevant websites, to enable the content to be written. The Client will be required to approve all written content.​
9.2 Become Creative will make every effort to avoid errors, omissions and inaccuracies in the content produced, but the final responsibility for all published material remains with the Client.
10. TEXT SUPPLIED BY THE CLIENT
10.1 Become Creative reserves the right to amend any content or materials supplied by the Client for the Services. The Client can request amendments to any amendments made by Become Creative when approving the draft.
10.2 Branded & Boxed Projects – The Client will supply its own text for the specified number of pages, unless copywriting has been paid for as an additional service. A website “page” is generally intended to mean a page of content no more than 3000 pixels deep which is approximately A4 in size. Excess content must be reduced by the Client or the Client will incur additional fees for Become Creative to resize or populate the additional content which will be stated at the time.. All text provided by the Client should be divided into sections relevant to the page names and submitted by the Client in electronic format.
11. AMENDMENTS
11.1 Unless otherwise specified in the Quotation, the Client will be allowed two rounds of amends to the Services.
11.2 Branded & Boxed Projects – These projects include a set number of amends at each stage as set out in the Quotation. The Client is required to give all feedback at once within each round of amends.
12. IMAGES 
  Become Creative shall only use images provided by the Client if they are in the opinion of Become Creative of sufficient quality. Any photographs must be provided by the Client electronically.​
13. WEB HOSTING
13.1 The standard hosting Services includes the following:
  (a) setup and configuration of hosting for the Website;
  (b) installation of the Website on the web host;
  (c) configuration of name servers to link the domain name with the Website hosted by the web host (where Become Creative has registered the domain); and
  (d) email accounts to include an agreed number for the Client’s domain name (e.g. email@domain-name.co.uk). If Become Creative will be hosting the Client’s email account then the Client should discuss any specific email features they require before the Services commence and this should be included in the Quotation. Become Creatives’ standard emails are limited to 100MB per mailbox.
13.2 If the Fees for hosting Services are not paid within 15 days, the Client will be notified that Become Creative may suspend the hosting Services after 7 days if the invoice remains unpaid. If the Website is suspended for more than 7 days the Website may be permanently deleted from the host. Become Creative shall not be liable for any losses caused to the Client through the suspension or deletion of the Website from the host for failure to pay the Fees under this clause.
13.3 The hosting of the Website is provided through a third party. In the event that the third party ceases trading or is no longer able to provide a satisfactory service, Become Creative reserves the right to transfer the Website to a new hosting provider and, if required, charge any additional fees that may be incurred.
13.4 Become Creative is bound by third party terms in respect of hosting. The Client shall be notified of any relevant third party terms should they detrimentally impact the Services.
13.5 Branded & Boxed Projects – Twelve month’s web hosting is included free of charge with all Branded & Boxed websites. The Client’s first month will be the month the Website is launched. After the twelve months have ended, Become Creative’s usual Fees per month will apply (unless otherwise agreed by the parties).
14. PROJECTS HOSTED BY CLIENT
14.1 If the Client is using its own nominated host for the Website, the Client’s host needs to be sufficient to meet the full requirements of the Website (details of which are available on request). Become Creative may charge additional fees to install the Website on the Client’s host and any subsequent troubleshooting required.
14.2 Payment of the Fees must be made in full before Become Creative will hand over files for the Website to the Client’s host.
15. WEBSITE MAINTENANCE AND UPDATES
15.1 Due to the changing nature of the website industry, Become Creative does not warrant that the work will be compatible with future standards of website development, web browsers or upgrades to any software the Website runs on.
15.2 If the Client chooses to purchase a Maintenance Plan from Become Creative, this will cover quarterly backups and standard updates to WordPress and any other software used to provide the Services, including the theme and plugins. The Maintenance Plan will not include the fees for yearly renewals to plugins. If, at any point, it becomes apparent that significant redevelopment is required in order to bring the software up to date – for example, due to any significant incompatibilities between the Website and the new versions of the software – then this would not be covered under the Maintenance Plan and in such cases, Become Creative and the Client will discuss the best course of action.
16. FREE SUPPORT & MAINTENANCE PERIODS
  All complete Websites come with 60 days’ free support, apart from Branded & Boxed projects which come with 30 days free support. This period commences on the date on which the work provided under the Services is launched. Any additional training, support, changes or updates and all issues raised after the initial free support period, will incur additional fees for the Client. This includes fixing problems that the Client identifies after the initial free period has expired, regardless of whether these were present at the point of launch.
17. RETAINER ARRANGEMENTS
  The Client may retain Become Creative to provide Services to the Client for a set number of hours per month at a discounted hourly rate which will be billed at the end of each month, as outlined in the Quotation. If the Client requests more Services in any month outside the set number of hours then these will be billed at the full hourly rate, or Become Creative may consider carrying hours forward over a number of months at its discretion.
18. ONE-OFF MAINTENANCE, UPDATES AND AMENDS
  The Client can contact Become Creative at any time to commission one-off updates, upgrades or other changes to the Website. These will be charged to the Client at an hourly rate. If unforeseen issues occur with the Website then Become Creative may be able to restore it to a previous backup which will be billed at an hourly rate or will provide an estimate for the Fees to resolve any underlying issue. Become Creative will provide an estimate of the hours and Fees necessary for such repair or restoration, prior to commencing such work.
19. INTELLECTUAL PROPERTY
19.1 The Client shall indemnify Become Creative against all damages, losses and expenses arising as a result of any action or claim that any material supplied to Become Creative for the Services infringes the intellectual property rights of a third party.
19.2 On completion of the Services and payment of the Fees in full and subject to any third party rights in the work (as identified by Become Creative) the Client shall receive:
  (a) the copyright and design right belonging to Become Creative in the final work selected for implementation including any two dimensional graphic design, branding, logo, logo-type, corporate identity, digital page layout, and front end content; and
  (b) a non-exclusive licence to use the intellectual property rights belonging to Become Creative in respect of the non-visual elements of any final work created by Become Creative and selected for implementation in connection with digital processes.
19.3 If Become Creative has created a logo or colour scheme as part of the Services then the Client is also assigned the copyright to use these throughout their business.
19.4 Become Creative will provide image files of any parts of the Services to the Client on request. This will be charged at the hourly rate.
19.5 Any third party rights such as rights to photos, graphics, source code and computer programs are specifically not transferred to the Client and remain the property of their respective owners.
20. AUTHORSHIP CREDIT
  Unless specified otherwise in the Quotation, Websites must include a link at the bottom of each page, establishing authorship credit to Become Creative. This will be inserted by Become Creative who may remove or revise the link in accordance with brand revisions, at any time. The Client may only remove the link with Become Creative’s written consent. Become Creative retain the right to publicise all projects undertaken for its clients, as well as to mention the Client in publicity to promote Become Creative.
21. CANCELLATION OF ONE OFF SERVICES
21.1 Each party reserves the right to terminate one off Services at any time by providing written notice. Become Creative reserves the right to bill pro rata for one off Services provided, and any expenses incurred up to and including the date of such notice, while reserving all rights under these terms and to the work.
21.2 If the Client does not provide information or approvals required for Services to continue within a period of 60 days from the date requested by Become Creative, or does not respond to contact within 60 days, then Become Creative will deem this to be a cancellation of the Contract.
22. CANCELLATION OF ON GOING SERVICES
22.1 Any ongoing Services provided to the Client by Become Creative can be cancelled by either party providing 14 days’ written notice to the other. The Client shall not be entitled to a refund of Fees paid in advance for Services yet to be provided.
22.2 Please note: If Services are paid for using the ‘pay monthly’ option, these Services cannot be cancelled within the minimum contract period as set out in the Quotation.
22.3 If the Client cancels the website hosting and domain name registration Services then Become Creative will release and hand over the website files. This will be billed at the hourly rate.
23. SUBCONTRACTORS​
  Become Creative reserves the right to subcontract the Services to freelancers and subcontractors as required. Where this occurs, Become Creative reserves the right to share any information that is necessary to the subcontractors.​
24. COOKIES & PRIVACY​
  Responsibility for compliance with the Privacy and Electronic Communications Regulations lies with the Client. Become Creative will put any cookies and privacy policy supplied by the Client onto the Website free of charge in order to support the Client in ensuring their Website complies.
25. DATA PROTECTION
  Both Become Creative and the Client agree to have a regard to the Data Protection Principles of data processors and data handlers to ensure the integrity of the data we have access to as part of the project.
26. LIMITATION OF LIABILITY
26.1 Nothing in this agreement shall operate to exclude or limit Become Creative’s liability for:
  (a) death or personal injury caused by its negligence;
  (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
  (c) any other liability which cannot be excluded or limited under applicable law.
26.2 Become Creative shall not be liable to the Client for:
  (a) any damages or losses caused to the Client caused by:
    (i) changes made to the Website by the Client;
    (ii) any loss of service or malfunction that may occur to third party apps hosted by a third party;
    (iii) any malfunction of plug-ins if updated by the Client;
    (iv) any failure of servers, including third party servers that are contracted for use by Become Creative;
    (v) the Website being removed from the Internet by Become Creative due to non-payment of the Fees; or
    (vi) a technical fault or any other fault caused by the hosting company or any third party; or
  (b) any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
26.3 Subject to clause 26.1, Become Creative’s total liability in respect of claims based on events in any calendar year arising out of or in connection with the Contract or these terms or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Fees payable by the Client to Become Creative in that calendar year.
26.4 The Client warrants that any material submitted for publication on the Website will not contain anything leading to abusive or unethical use. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. The Client hereby agrees to indemnify and hold harmless Become Creative from any claim resulting from the Client’s publication of material or use of those materials in breach of the warranty in this clause.
26.5 For as long as Become Creative supplies the Services, it shall take reasonable measures to protect the Website or software including responsibility for daily data backups and regularly overseeing its security against illegal or unauthorised use. The Client acknowledges that Become Creative cannot guarantee the security of the Website. If, at any time, the Client is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify Become Creative immediately.
27. INDEMNIFICATION
27.1 The Client shall defend, indemnify and hold harmless Become Creative and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees that may arise or result from:
  (a) any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns on the Website or any other asset provided by Become Creative as part of the Services;
  (b) any injury to person or property caused by any products or services sold or otherwise distributed on the Website or any other asset provided by Become Creative as part of the Services ;
  (c) the Client’s use of electronic commerce; or
  (d) any defective product which the Client has sold through the Website or any other asset provided by Become Creative as part of the Services.
28. CONFIDENTIALITY
  Each party owes a duty to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. Become Creative will rely upon the Client to inform it if any information or material supplied to Become Creative in connection with the provision of the Services is particularly confidential and where appropriate, all such materials supplied to Become Creative should be marked accordingly.
29. MISCELLANEOUS
29.1 The Quotation and these terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
29.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Quotation or these terms.
29.3 No variation to these terms shall be effective unless it is in writing and signed by the parties.
29.4 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
29.5 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
29.6 The Contract and any dispute or claim arising out of or in connection with these terms (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
29.7 Each party irrevocably agrees 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 or these terms (including non-contractual disputes or claims).

 

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