The following expressions shall have the following meanings.
1.1 “NR Creative Marketing” means Naughty Robot Studios Limited.
1.2 “Client” means any person who purchases Services and /or Products from NR Creative Marketing.
1.3 “Proposal” means the written proposal for the Products and/or Services.
1.4 “Project” means the work specified in the Proposal once it has been accepted by the Client
1.5 “Initial Stage” means the stage where the Project has been completed but Client review is required to check for errors
1.6 “Fee” means the total sum due by the Client for the Products and /or Services agreed in the Proposal
1.7 “Terms and Conditions” means the Terms and Conditions as set our in this document and any subsequent Terms and Conditions agreed in writing between NR Creative Marketing and the Client.
1.8 “Agreement” means these Terms and Conditions read in conjunction with the Proposal.
1.9 “Services” means any consultancy or other services (for example SEO, website hosting and emailing) which NR Creative Marketing is to provide to the Client in accordance with these conditions.
1.10 “Intellectual Property Rights” means any patent, trade mark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, knowhow, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for.
1.11 “Products” means the website, artwork, designs or other products (including any instalment of any products) which NR Creative Marketing is to create and /or supply to the client in accordance with these conditions.
1.12 “Deposit” means the payment of 50% of the Fee, or any other percentage which may be specifically agreed and set out in the Proposal.
1.13 “Rolling Monthly Contract” means a 12 month agreement to provide Services. This contract will automatically roll into a new 12 month agreement unless written notice is given to NR Creative Marketing by the Client by 4pm on the last working day of the 11th month.
2.1 These Terms and Conditions shall apply in this Agreement in the supply of Services and/or Products by NR Creative Marketing to the Client and shall supersede any other documentation or communication between the parties.
2.2 Any variation to these Terms and Conditions must be agreed in writing by NR Creative Marketing.
2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, expressed or implied, or any legal remedy to which NR Creative Marketing may be entitled in relation to the services by virtue of any statute, law or regulation.
2.4 Any advice or recommendation given by NR Creative Marketing or its employees or agents to a client as to the use of any products not confirmed in writing by NR Creative Marketing is acted upon at the Client’s own risk and accordingly NR Creative Marketing is not liable for any such advice or recommendation not so confirmed.
2.5 Any error or omission in any sales literature, quotation, price list, invoice or other document or information issued by NR Creative Marketing is subject to correction without liability to NR Creative Marketing.
2.6 The Services shall be carried out at the place of work of NR Creative Marketing or the Client or any other location that NR Creative Marketing deems appropriate.
2.7 NR Creative Marketing shall provide technical support, if required by phone or by e-mail during the hours of 9am -5pm Monday to Friday. If an issue occurs outside these hours the client may e-mail NR Creative Marketing or leave a telephone message or leave a telephone message on the office number (telephone number). NR Creative Marketing will endeavour to respond to the client by the start of the next business day.
2.8 Dates given for the delivery of services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the agreement and NR Creative Marketing shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
3.1 NR Creative Marketing will provide the Client with a written Proposal describing the Products and Services that the Client has instructed them to provide
3.2 The Client is responsible to NR Creative Marketing for ensuring accuracy of any information referred to in the Proposal, and for giving NR Creative Marketing any necessary information relating to the Product and/or Services within a sufficient time to enable NR Creative Marketing to perform the contract in accordance with its Terms.
3.3 The quantity, quality, description and cost of the Products and/or Services provided are set out in the Proposal. Any variation to the Services or the Product must be agreed by NR Creative Marketing in writing.
3.4 NR Creative Marketing may make any changes to the Proposal required to conform with any applicable statutory or EU requirements or, in the case of any products, which do not materially affect their quality or performance.
3.5 The Proposal will be valid for a period of 30 days of the date specified in the Proposal.
4.1 The Proposal, once accepted by the Client will become a Project and may not be cancelled by the Client except with NR Creative Marketing’s written agreement and on terms that the Client is to indemnify NR Creative Marketing against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by NR Creative Marketing as a result of cancellation. Acceptance of the Proposal is deemed once the Client has signed a copy of the Proposal and returned it to NR Creative Marketing.
4.2 Once NR Creative Marketing have completed the Initial Stage they will ask the Client to test the product and /or Services for any errors. The Client is required to check and report on errors to NR Creative Marketing within 60 days. NR Creative Marketing will then rectify the errors. The Project will then be completed.
4.3 If the Client requires any amendments to the Project NR Creative Marketing reserves the right to charge for these amendments. Price for amendments will be given first, and the Client will have the option to refuse the amendments or agree to the amendments prior to proceeding.
4.4 When translating designs to the Web NR Creative Marketing may use their best judgment to make minor cosmetic alterations without notice in order to improve consistency of layout, accessibility or maintainability of code. Such minor alterations will not necessarily be included in the Proposal. However if the Client is unhappy with these minor alterations they should notify NR Creative Marketing of this at the end of the Initial stage when they are reviewing the Project.
5.1 All sites will be hosted by NR Creative Marketing until such time as all payments due and agreed within the Proposal are paid. After that time it is between NR Creative Marketing and the Client to agree whether NR Creative Marketing continues to host this site.
5.2 Where NR Creative Marketing have agreed with the Client that NR Creative Marketing will provide the hosting;
5.2.1 the Client agrees that NR Creative Marketing is not liable for any bugs, performance issues or failure of their code
5.2.2 the Client agrees that liability will not be attributed to NR Creative Marketing in the event of website down time or the inability to operate the webpages or website;
5.2.3 the Client agrees that NR Creative Marketing or its agents will not be liable if they fail to register such domain names as requested by the Client. NR Creative Marketing and its agents will use its reasonable endeavours to ensure such registration.
5.3 Where the Client is hosting the site the Client agrees that they are responsible for ensuring that their hosting environment is compatible with the code provided by NR Creative Marketing. NR Creative Marketing will, on requested, provide a PHP info readout detailing the configuration of their hosting environment for comparison.
5.4 Additionally where the Client is hosting the site NR Creative Marketing agree to provide an archive containing the web directory of the site, and where applicable a dump of the database, once final payment has been received for the Project.
5.5 The fee payable to NR Creative Marketing for hosting the website will be payable by the Client to NR Creative Marketing on a Rolling Monthly Contract.
5.6 In the event that Client fails to provide payment for the hosting within 10 working days following the date payment is due NR Creative Marketing will suspend their site and a charge of £35 plus VAT will be made by NR Creative Marketing for the site to be reinstated.
5.7 In the event that payment is not received and the site is suspended for a period of 60 days or more all files will be deleted and the site will be lost
6.1 Where NR Creative Marketing is working on any site, whether it is hosted by NR Creative Marketing or not, and the site is hacked or has a breach of security the cost of repairing this will be the responsibility of the Client. Any compromised sites will be taken down without prior notice until they are secure.
6.2 The Client agrees that NR Creative Marketing will undertake the repairs required when a site has been hacked.
6.3 NR Creative Marketing agree that they will investigate bugs without any charge to the Client. However NR Creative Marketing reserves the right to charge for investigation time if the problem caused by the bug is:
Due to the client’s local hardware/software
Due to third party browser extensions
Due to unsupported browsers
7. Price and Payment
7.1 The Client shall pay NR Creative Marketing the Deposit at the time that the Proposal is agreed. The Proposal is agreed on the date that it is signed by the Client. The Deposit is non refundable.
7.2 The Client shall pay NR Creative Marketing a percentage of the Fee at the end the Initial Stage. This percentage shall be set out in the Proposal. If no specific sum is agreed in the Proposal then this percentage will be 40%. The balance due to NR Creative Marketing shall be paid when the Project is complete. The Project is complete when the errors referred to in Clause 4.2 have been rectified.
7.3 Alternatively NR Creative Marketing may agree, at their discretion, to accept payment of part of the Fee by monthly instalments. The Client shall pay NR Creative Marketing the Deposit at the time that the Proposal is agreed, and then make payment every month thereafter of a sum agreed with NR Creative Marketing, until the Fee is paid in full. Payments shall start on 1st day of the month following the month on which the Proposal is agreed. In the event that a Client fails to pay any monthly instalment within 10 working days after it is due, NR Creative Marketing may suspend the site until payment is received. NR Creative Marketing may charge a fee of £35+VAT to reinstate the site. In the event that any payment is not received and the site is suspended for a period of 60 days or more all files will be deleted and the siet will be lost.
7.4 NR Creative Marketing may also accept payment of Products and/or Services on a Rolling Monthly Contract. Payments due on Rolling Monthly Contact will be due on the 1st day of each month.
7.5 The terms for payment of Hosting are set out in Clause 4 above as well as within Clause 5 herein.
7.6 All recurring or account payments must be paid by Direct Debit set up by the Client on the date that the Proposal is accepted. Any client not paying by Direct Debit will pay an additional fee of £3 per month per item.
7.7 Any discount provided on the Proposal is only valid if the payment terms which are set out in these Terms and Conditions are adhered to. If any payment is not paid by the date due under these Terms and Conditions then the discount will be removed and the full Fees due.
7.8 All prices quoted are valid for 30 days only and after such other time as specified in the Proposal or until earlier expectance by the Client, after which time they may be altered by NR Creative Marketing without notice.
7.9 NR Creative Marketing may, by giving notice to the client at any time before delivery, increase the price of the products and/or services to reflect any increase in the cost to NR Creative Marketing due to:-
i. Any factor beyond the control of NR Creative Marketing
ii. Any change in delivery dates or performance, quantities or certification for the Products and/or Services requested by the Client or
iii. Any delay caused by any instructions of the Client or failure of the client to give NR Creative Marketing adequate information of instruction.
7.10 The Client is liable to reimburse NR Creative Marketing any expenses properly incurred.
7.11 The Client must settle all payments for Services and/or Products within 10 working days of the date on which they are due to be paid unless otherwise agreed in writing prior to the date on which the Proposal is signed. Payments of monthly instalments or Rolling Monthly Contract are due on the 1st of the month. Payment of any other fees are due on the date stated on the invoice.
7.12 NR Creative Marketing is entitled to vary the price to take account of reasonable increase in hourly rate if applicable; and any variation must be intimated to the Client in writing by NR Creative Marketing
7.13 The Client will pay interest on all late payments at a rate of 8% per annum above the base lending rate of the Bank of England.
7.14 Any legal or Court costs arising through debt collection will be payable by the Client. In the event that payment is not received within the time requested within these Terms and Conditions legal proceedings will be commenced by NR Creative Marketing.
8. Client’s obligations
8.1 The Client agrees to co-operate with NR Creative Marketing and shall provide any support, information and facilities to NR Creative Marketing as they may require.
8.2 Where NR Creative Marketing is working on sites that have not been built or hosted by NR Creative Marketing the Client agrees to provide valid access credentials for any services that NR Creative Marketing require prior to commencement of the Project. These may include, but are not limited to, file server, database and the systems CMS. NR Creative Marketing may make an administrative charge if credentials are omitted or incorrect.
8.3 The Client agrees that if they use a CMS that it must be up to date. If NR Creative Marketing need to update the CMS in order to complete the Project they will charge a fee for this. Additionally if any debugging issues occur as a result of the CMS update NR Creative Marketing will charge an additional fee for this debugging.
8.4 The Client is responsible for obtaining all necessary permits or approval to enable NR Creative Marketing to provide the Services and/or the Products.
8.5 The Client warrants that the display of and distribution of virtual images, of which they are responsible, via the internet for e-mail, complies with all relevant legislation (including the Data Protection Act 1998 & Property Mis-Descriptions Act 1981).
8.6 The Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by NR Creative Marketing for the purposes of providing the services for a period of twelve months following completion of the services. In the event that a Client does recruit any person employed or engaged by NR Creative Marketing, NR Creative Marketing reserve the right to invoice that Client for a sum that represents 3 months gross pay for that employee.
9. Intellectual Property Rights and Ownership
9.1 Title and copyright to the website graphics, general artwork, commissioned artwork, illustrations, website design, programming, copy site content, coding and other work created in the project shall not pass to the client but shall remain the property of NR Creative Marketing and used on license by the Client unless negotiated and agreed in writing.
9.2 Where the Client terminates the Project before completion, all work done towards the Project remains in ownership of NR Creative Marketing.
9.3 Publication and/or release of any graphics design within the Project may not take place before cleared funds have been received by NR Creative Marketing.
9.4 The Client may request in writing NR Creative Marketing’s permission to use Project material (for which NR Creative Marketing holds the copyright) in forms other than for which it was originally supplied. NR Creative Marketing may, in its absolute discretion grant this and may charge for the provision of the same.
9.5 NR Creative Marketing shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
9.6 The Client shall not distribute any Intellectual Property Rights belonging to NR Creative Marketing to any third party without written consent to NR Creative Marketing.
9.7 The Client warrants that any material belonging to the Client and its use by NR Creative Marketing for the purpose of providing Services and/or Products will not infringe the copyright or other rights of any third party and the Client shall indemnify NR Creative Marketing against any loss, damages, costs, expenses or other claim arising out of any such infringement.
9.8 Should the Client supply material to NR Creative Marketing believing it to be copyright and royalty free, which subsequently emerges to have copyright and royalty limitations, the Client agrees to permit NR Creative Marketing to remove and/or replace the file at the Client’s expense.
10. Web Design and Development
10.1 Web Design may be used on one resolving domain name only. The Client is not permitted to use a design for more than one website without prior written agreement from NR Creative Marketing.
10.2 NR Creative Marketing may from time to time recommend to the Client that updates are needed to their website to comply with but not limited to, the following:
Software releases and
NR Creative Marketing reserves the right to charge for these updates as additional works.
10.3 NR Creative Marketing will quote for any work involved in changing the website design or website code in order for it to work with updated browser software, domain name or hosting changes. NR Creative Marketing will endeavour to ensure that the site will function correctly on popular browsers in use at the time of release but does not provide any guarantee that the site will function on all browser software.
11. Search Marketing
11.1 The Client agrees that NR Creative Marketing is unable to guarantee that the Client’s website will achieve a favourable position, or any position, within a particular search engine and as such, shall not be liable for failure to achieve a particular position.
11.2 The Client agrees that NR Creative Marketing shall not be liable for any website URL’s dropped or excluded by the search engine for any reason.
11.3 The Client agrees that NR Creative Marketing do not warrant or represent that search engines reported will be accurate, correct, timely, reliable or otherwise due to their reliability on Third Party software.
12.1 The Client is responsible for keeping the password and user name that may be assigned on registration confidential. The Client is responsible for all actions and activities that take place under the Client account.
12.2 If the Client believes there has been unauthorised use of the account or suspects that confidentiality has been compromised the Client must contact NR Creative Marketing immediately at email@example.com).
12.3 Each party shall comply with its obligations pursuant to the Data Protection Act 1998.
13.1 The Agreement shall continue until the Services and/or Products have been provide or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these terms and conditions.
13.2 Where NR Creative Marketing have agreed to provide a Rolling Monthly Contract the Client is required to provide Notice of their intention to terminate the agreement by the end of the 11th Month. If the Client fails to provide notice by 4pm on the last working day of the 11th month the contract will roll into a new 12 month period starting on the day following the last day of the previous contract period.
13.3 The Client may request in writing that NR Creative Marketing cancel a Proposal. NR Creative Marketing will only accept this request for termination if the work has not yet commenced. If work has commenced on a Proposal, NR Creative Marketing will invoice the Client for the work carried out to date.
13.4 NR Creative Marketing reserves the right not to work with any Client who has a site which it deems as unlawful or inappropriate, contains a virus or hostile programme, constitutes harassment, racism, violence, obscenity, harmful intent, spaming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at its own discretion. NR Creative Marketing reserves the right without notice to cancel, reject, refuse sale or work with a Client without reason for such rejection or refusal.
13.5 NR Creative Marketing reserves the right to cancel the Clients email access; if NR Creative Marketing receive excessive spam, complaints about the Client, it is suspected the Client is being abusing the email account to send spam, NR Creative Marketing suspect the Client of using the services of pornographic, offensible, inappropriate material, invoice payment is not made in accordance with these terms.
13.6 NR Creative Marketing may terminate the Agreement if the Client has failed to make any payment due within 4 weeks of the sum being requested.
13.7 Either party may terminate the Agreement by notice in writing to the other if:-
i. the other party commits a material breach of these terms and conditions and, in the case of a breach capable of being remedied fails to remedy it within a reasonable time of being given notice by the other party to do so,
ii. or the other party commits a material breach of these terms and conditions which can not be remedied under any circumstances
iii. or the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction) or a Court jurisdiction makes an Order to that effect
iv. or the other party ceases to carry on its business or substantially the whole of its business
v. or the other parties declared insolvent, or convenes in meeting of or makes or proposes to make any arrangement or composition with its creditors or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its asset
13.8 In the event of termination the Client must make over to NR Creative Marketing any payment for work done and expenses incurred up to the date of termination. In this situation NR Creative Marketing is entitled to payment for work done to that date. The invoice for such work must be paid by the Client within 30 days of receipt failing which NR Creative Marketing shall be entitled to payment of the full price for the proposals/brief forthwith.
13.9 Any rights to terminate the agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the agreement as at the date of the termination.
14.1 No warranty is provided by NR Creative Marketing in relation to the performance of Third Parties engaged to perform part of the project and NR Creative Marketing shall not be liable for any failure, action, omission or error on the part of the Third Party provider.
14.2 Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
15 Limitation of Liability
15.1 NR Creative Marketing shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
15.2 Notwithstanding anything contained in the Terms and Conditions, or in the Proposal, NR Creative Marketings liability to the Client in respect of the Project, in contract, tort (including negligence and breach of statutory duty) or howsoever otherwise arising shall be limited to the price for the Project specified in the Proposal.
15.3 NR Creative Marketing shall not be held not liable for any bugs, performance issues or failure of their code
15.4 The Client agrees that liability will not be attributed to NR Creative Marketing in the event of website down time or the inability to operate the webpages or website;
15.5 The Client agrees that NR Creative Marketing or its agents will not be liable if they fail to register such domain names as requested by the Client. NR Creative Marketing and its agents will use its reasonable endeavours to ensure such registration.
16.1 The Client shall indemnify NR Creative Marketing against all claims, costs and expenses which NR Creative Marketing may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.
16.2 The Client agrees that NR Creative Marketing is not liable for any claims, losses, costs incurred or damages due to any failure to carry out services within a given delivery timescale.
16.3 The Client agrees that NR Creative Marketing is not liable for absence of service as a result of illness or holidays.
16.4 The Client agrees that NR Creative Marketing shall not be liable for the website content, hosting and choice of domain name.
16.5 The Client agrees that NR Creative Marketing shall not be liable for any infringement of copyright or propriety rights, mis information or delivery of defective products or services.
16.6 The Client is to indemnify NR Creative Marketing for all loss, damages, costs and expenses incurred by NR Creative Marketing in connection with any claim for infringement of any intellectual property rights of any person.
17 Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of NR Creative Marketing.
19 Relationship of Parties
Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
20 Third Party rights
Nothing in these Terms and Conditions intend to or confer any rights on a third party.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
24 Entire Agreement
These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
25 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.