CREATE CUSTOMERS LTD
Terms & Conditions of Trade
Welcome to our website.
Last updated – 8th May 2015
The term ‘Create Customers Ltd’ or ‘Create’, ‘us’, ‘our’ or ‘we’ refers to the owner of the website whose registered office is at Grosvenor House, 20 Barrington Road, Altrincham, WA14 1HB, ENGLAND. Registered in England and Wales, Company number 9213975.
The term ‘you’ refers to the user or viewer of our website.
The information contained in this website is for general information purposes only. It is subject to change without notice.
The information is provided by Create Customers Ltd and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.
Through this website you are able to link to other websites which are not under the control of Create Customers Ltd. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.
Every effort is made to keep the website up and running smoothly. However, Create Customers Ltd takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the content, design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. Our content may not be sold, reproduced, or distributed without our written permission. Any third-party trademarks, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
Customer Terms and Conditions of Trade
“The Company” means CREATE CUSTOMERS Limited (Create). Registered at Grosvenor House, 20 Barrington Road, Altrincham, WA14 1HB, ENGLAND. Registered in England and Wales, Company number 9213975.
“The Customer” means the person or company named as such on the Quotation, Order Form, Head of Terms Agreement or contract.
“The Services” means the services set out in the Quotation, Order Form, Head of Terms Agreement or contract.
“The Agreement” means the contract between the company and the customer to perform the services to which these terms and conditions apply. This is in the form of an Order Form, Heads of Terms Agreement or Contract document.
“The Delivery” means the service output from the Company to the Customer, for example, the appointment details or other lead details generated and provided.
“The Input” means the information that the Customer provides ahead of the services commencement.
Quotations, Creation of and Terms of Contract
- All quotations made by the company to the customer will be deemed to be subject to these terms and conditions of trading.
- The company reserves the right to refuse any order or contract without prior notice.
- All quotations made by the company to the customer shall be valid for thirty days from date of issue.
- All quotations are subject to VAT at the prevailing rate on the date of invoicing.
- While every effort will be taken to inform the customer in advance, the company reserves the right to increase the price quoted for a service if the costs increase between the date of issue of the quotation and date of issue of the invoice.
- A contract on these terms shall be created between the company and the customer upon receipt of the signed Order Form or Head of Terms Agreement by the company from the customer by a means acceptable to the company or a request from the customer to the company, by any acceptable means, to begin processing.
- The contract represents the entire agreement between the parties in relation to the services provided and supersedes all previous written or oral communications.
- Unauthorised use of the information or delivery (beyond the agreed terms) will be charged an administration fee of £250 plus the standard fee of £50 per hour of time utilised by The Company to generate the delivery and at £275 per 1,000 records licensed if data is supplied unless otherwise referenced within the body of the Order Form or Agreement. This will be payable within 21 days.
The Company’s obligations in consideration of the customer paying sums due to company under the contract, the company will:
- Perform the service(s) specified in the Agreement
- Send the Delivery and, where necessary, carry out the Customer’s instructions regarding any input provided.
- Provide reports summarising the Delivery in terms of key statistics on a regular basis as described in the Quotation, else this is on a weekly basis.
- Archive the Delivery for a period of 90 days, commencing from the date of dispatch of the Delivery to the customer, or any other period, which has been agreed in writing between the parties.
The Customer’s Obligations
- If providing input data, typically for suppression or as a list for imminent communication, the Customer must supply in a format and by a means acceptable to the company. If the customer fails to do this the company may, at its own discretion correct the data at its own expense or (subject to prior notification to the customer) at the customer’s expense.
- The customer shall clearly define any instruction with regard to the processing of the input.
- The customer will be responsible for the administration of any change in Delivery unless otherwise specified in the Quotation.
- In the case of appointments, the company shall not be responsible for any change in the communicated Delivery and this will, therefore, not affect invoicing and payment terms.
- The customer will, by signing this Agreement, confirm that the restrictions they wish to apply to the Delivery are clearly defined. For example, segmentation such as geographic or business sector inclusions/exclusions.
- The Customer agrees to pay the Company the fees in immediately available funds, together with any other charges agreed or referred to in the Agreement on or before their due date for payment.
- Credit Terms may be offered (subject to satisfactory references). Payment terms are strictly 28 days from the date of invoice. Automatic account hold will be applied on the last day to all accounts with overdue balances. In the event of credit terms being abused, credit facilities may be withdrawn at the discretion of the company without notice.
- Payment of the Company invoices are due 28 days after the date of invoice. The charges shall, unless otherwise stated in the Agreement be invoiced on receipt and acceptance by the Company of this Agreement signed by the Customer. Other charges shall be invoiced as they are incurred.
- All sums payable by the Customer under this Agreement are stated exclusive of taxes, including VAT. Such taxes shall be payable by the Customer in addition at the rate and in the manner prescribed by law
- Any sum payable to the Company shall be paid without regard to any equity, set-off or counterclaims. Without prejudice to its other rights and remedies, The Company shall be entitled to interest on overdue sums at the rate of 5% above the base rate (varying) of the Company’s bankers for the time being, accruing daily from the date of issue to the actual date of payment (both dates inclusive), whether before or after judgment.
- Without prejudice to its other rights and remedies, the Company shall be entitled, by serving notice of suspension on the Customer, to suspend the services to the Customer hereunder, during any period that any sum under this Agreement is overdue until all such sums have been received by The Company in full. The Customer shall not use the Delivery during any period of suspension. Any use by the Customer of the delivery during the period of suspension shall be a breach of this Agreement and without prejudice to the Company’s other rights and remedies, the provisions of Clause 2.8 will apply.
- Where certain projects are undertaken, a set-up fee or payment for the delivery may be required in advance. This will be specified within the Agreement.
Copyright, Data Protection and Confidentiality
- The Company and the Customer will have mutually shared a Non-Disclosure Agreement and this remains valid alongside a Contract.
- Each party will keep confidential all information belonging to the other party and will not disclose it to any third party unless instructed to do so in writing by the other party.
- The customer must not use any element of the Delivery for any unlawful purpose or any purpose likely to bring the company or its suppliers into disrepute.
- You acknowledge that delivery is provided to the company on the basis that the company agrees, and hereby undertakes, to use and to keep the same in strictest confidence, to use the same only for the Permitted Use and to not disclose the same to any third party (except to the extent permitted hereunder or to those employees who reasonably require the same to carry out the Permitted Use and who have been made aware of and who comply with the terms of this Agreement (which the Company undertakes to ensure)).
Advertising Standards, Data Protection and Legal Compliance
- The Company will endeavour to comply with the British Codes of Advertising and Sales Promotion and with the DMA UK Direct Marketing Code of Practice and other codes of advertising standards laid down on a self-regulatory basis.
- Nothing in this Agreement relating to the confidentiality or secrecy of the Data shall prevent or hinder either the Company or the Customer from complying with the Company’s legal obligations as to disclosure or otherwise under the Consumer Credit Act 1974 and the Data Protection Act 1998.
- The Customer will ensure that any use to which the Delivery is put complies with all applicable laws, regulations and codes of practice from time to time including, without limitation, the Privacy and Electronic Communications Regulations 2003, those of the Post Office and the Universal Postal Union. The Customer represent, warrant and undertake that
- The Customer have undertaken and shall maintain all necessary notifications required for the Customer’s use of the Delivery as data controller as required under the Data Protection Act 1998.
- The Customer shall carry out all Direct Marketing Campaigns in compliance with, and shall ensure that all materials and scripts relating thereto shall comply with all relevant rules and regulations;
- The Customer shall not use the Delivery, in particular data, in connection with the delivery or communication of any defamatory, malicious or threatening statements or materials or materials, which infringe the IP Rights of any third party.
Warranty and Indemnity
- The Company warrant that any services provided to the Customer will be provided in a good and workmanlike manner.
- The Company do not warrant that the Delivery shall be fit for any particular purpose.
- Except as expressly stated in this Agreement, all conditions, warranties, terms, stipulations and other statements whatsoever (except as to title to goods) that would otherwise be implied or imposed by statute, at common law, by a course of dealing or otherwise howsoever are excluded to the fullest extent permitted by law.
- The Customer hereby undertakes to indemnify and keep indemnified The Company with respect to any liabilities, losses, damage or expenses (including reasonable expenses) whatsoever arising or incurred by The Company as a result of any breach by the Customer of The Customer’s obligations hereunder or arising out of any use by the Customer of the Data or the Materials (except to the extent arising as a direct result of any breach of our obligations hereunder).
- WAV files, for example call recordings, can be made available upon request, and are subject to strict regulation within the rules of the Data Protection Act 1998.
Limitation of Liability
- Time for the Company to perform any obligations is not and may not be made of the essence.
- Any query, complaint or claim The Customer may have with regard to the Delivery must be notified to The Company within 30 days of receipt of the Delivery by the Customer. Any such queries, complaints or claims received more than 30 days after the Customer’s receipt of the Delivery will not be considered by The Company and The Company shall not be liable (whether in contract, tort (including negligence) or otherwise) in respect of any such claims unless the Customer has notified The Company of the claim within such 30 day period. Before the Customer make a claim for replacement of any part of the delivery, the Customer must phone and/or email the subject of the delivery ahead of any claim being considered.
- In the event of any valid claim against The Company with respect to any defects with respect to the Delivery, The Company shall make good such defects (or (at the Company’s option) refund the pro-rata portion of the Fees paid). This is the Company’s sole liability with respect to defects in the Delivery.
- Save in respect of liability for death or personal injury caused by our negligence, our aggregate liability in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) for any one cause of action or series of connected causes of action shall not in any event exceed the price payable by the Customer under this Agreement. In no circumstances shall the Company be responsible for any consequential loss, however incurred, including without limitation loss of profit, business or anticipated saving.
- The Company shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform any of The Company’s obligations in relation to the provision of the Delivery or The Company’s other obligations under this Agreement if the delay or failure was due to any cause beyond The Company’s reasonable control.
Carriage and Insurance
- Unless otherwise agreed, while in the possession of the Company, all input and Delivery shall be deemed to be held at the customer’s own risk. The customer should arrange insurance cover accordingly.
- In the absence of a written agreement to the contrary, any delivery date quoted is an estimate only. The company shall not be liable for any loss resulting from delay in delivery however caused.
- The company will not be held responsible for data infection by virus from any source whether originated at source or in transit to the customer. Data loss or corruption is not the responsibility of the company.
General Contract Terms and Termination
- This Agreement comprises the entire agreement between the parties and there are not any agreements, understandings, promises or conditions, oral or written, expressed or implied, concerning the subject matter which are not merged into this contract and superseded hereby. This Agreement may be amended in the future only in writing executed by the parties.
- Any service provided by the company to the customer in excess of that specified in the Agreement shall be subject to additional charge and will be performed as soon as reasonably practical.
- Upon signature by the Customer of this Agreement, the Customer irrevocably agrees to be bound to the purchase detailed in the Agreement. Until such time as we have received a copy of this Agreement (unaltered from the form in which it was sent to the Customer) signed by the Customer, the Company may withdraw the offer set out in this Agreement at any time by notifying the Customer by any means (including by telephone or email). Offers will automatically lapse 30 days after the date on the Agreement and The Company reserves the right not to accept any signed orders or agreements received after such 30-day period. The Company will notify the Customer whether the Agreement has been accepted in these circumstances.
- Once accepted by the Customer and the Company, this Agreement may not be cancelled by the Customer and the Customer shall be required to pay the full amounts of the Agreement regardless if the Customer chooses not to use the delivery; unless a specified termination notice is detailed within the Agreement or an amicable solution can be agreed by both parties and confirmed in writing with a Director of the Company.
- In the event of any breach of the terms of this Agreement by either party which, if a breach is capable of rectification, is not rectified for a period of 30 days after written notification, then the injured party may (without prejudice to any other remedy or right of action it may have) forthwith terminate the Agreement by written notice to the other party.
- The Company shall be entitled (without affecting any other rights the Company may have) immediately to suspend or terminate this Agreement if:
- The Customer’s business becomes subject to legal distress or execution; or
- The Customer offers to make any arrangements with creditors or become bankrupt or being a limited company have a receiver, administrative receiver or administrator appointed over the whole or part of the property; or
- Any order is made or a resolution is passed or proceedings are taken for the Customer’s winding up; or
- The Customer ceases to carry on or threatens to cease to carry on all or a substantial part of your business; or
- The Customer is subject of any event or process analogous or preparatory to any of those specified in this clause.
- In the event of either party being wound up, or have a receiver or administrator appointed over any of its assets who remains in possession of those assets for more than 14 days, the other party may (without prejudice to any other remedy or right of action it may have) forthwith terminate the contract by written notice to the other party.
This Agreement is governed by and interpreted in accordance with English law. The parties agree that the English courts will have non-exclusive jurisdiction to hear any disputes relating to this Agreement.