AGREED TERMS
1.1. Company details. DEPTH TECHNOLOGY LTD (company number 0835734) (we and us) is a company registered in England and Wales and our registered office is at Dish, 47 Lloyd Street, Manchester, England, M2 5LE, United Kingdom. We operate the website www.creationrights.com.
1.2. Contacting us. To contact us, email us at creationrights@gmail.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2.1. Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3. Language. These Terms and the Contract are made only in the English language.
3.1. Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
3.2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
3.3. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.5. If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4.1. Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.2. Compliance with specification. Subject to our right to amend the specification (see clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
4.3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
4.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
4.5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5.1. It is your responsibility to ensure that:
5.2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
6.1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
6.2. The Charges are the prices quoted on our site at the time you submit your order.
6.3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
6.4. We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.7 for what happens if we discover an error in the price of the Services you ordered.
6.5. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Average Weekly Earnings Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Average Weekly Earnings Index.
6.6. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6.7. It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount.
7.1. Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments in advance.
7.2. You can pay for the Services using a debit card or credit card or bank transfer.
7.3. Payment will be automated through the website. For any failed or cancelled payments, a £20 administration fee will be levied.
7.4. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 12 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.5. We shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be held by us as a custodian.
8.2. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
9.1. We will use any personal information you provide to us to:
9.2. We will process your personal information in accordance with our https:// creationrights.com/privacy-policy-uk, the terms of which are incorporated into this Contract.
10.1. We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £100.00 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
10.2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
10.3. Subject to clause 10.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
10.4. Subject to clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1,000.00 of the total Charges paid under the Contract.
10.5. We have given commitments as to compliance of the Services with the relevant specification in clause 4.2. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.7. Nothing in these Terms limits or affects the exclusions and limitations set out in our https://creationrights.com/terms-and-conditions-uk.
10.8. This clause 10 will survive termination of the Contract.
11.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.
11.2. We each may disclose the other's confidential information:
11.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
12.1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
12.2. Consequences of termination
12.3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
13.3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
15.1. When we refer to "in writing" in these Terms, this includes email.
15.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre paid first class post or other next working day delivery service, or email.
15.3. A notice or other communication is deemed to have been received:
15.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16.1. Assignment and transfer
16.2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
16.4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 16.6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
