Terms and Conditions

for physical & digital products and services

Terms and Conditions

Bluebird Graphics LTD T/A Creative Solutions Terms and Conditions of Sale

Please find our full Terms & Conditions for Products and Sales, Digital Design Services, and Privacy Policy below.

Terms & Conditions - Products and Sales

BLUEBIRD GRAPHICS LTD T/A CREATIVE SOLUTIONS TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

1. “The Company” shall mean Bluebird Graphics Limited trading as Creative Solutions or such associated or subsidiary Company therefore as may be selling the goods.

“The Customer” shall mean the person, business or entity buying the goods.

“The Contract Price” shall mean the cost to the Customer of the goods sold under the terms thereof.

2. PROPOSAL

2. These conditions shall govern all Contracts of sale between the Company and the Customer and no representative of the Company may agree any terms or make any representations inconsistent with any of these terms or enter into any Contract except on the basis of them unless a variation or exclusion has been expressly agreed in writing by the Company and no terms contained in the Customer’s order form or any other documentation which are inconsistent herewith shall have any effect. No Contract shall arise between the Company and the Customer until the Company shall have either been paid in full by the Customer or if credit terms have been agreed the Company shall have despatched the acceptance of order form.

2.1. Unless otherwise stated by the Company orders are only accepted on the following terms and conditions. Where these terms and conditions are contrary to any stipulations of the Customer’s terms and conditions the following are deemed to have been accepted by the Customer and take precedence.

3. QUOTATIONS

3. Quotations indicate the price at which the Company would be willing to supply goods subject to variation set out below. They are not offers to supply goods and any order placed on the basis of a quotation must be accepted by the Company for a Contract to arise. Any price contained within a quotation made by the Company shall be held for a period of twenty-one days whereupon the company reserves the right to revise the Contract price as it considers necessary.

3.1. All prices quoted are ex Company works and subject to an additional charge for packing and delivery. Prices are subject to the addition of Value Added Tax at the rate ruling at date of invoice – export sales excepted.

3.2. Where the Company have to import material to fulfill the order the Company reserves the right to vary the price quoted to reflect any difference between the rate of exchange for purchase of the relevant currency quoted by HSBC Bank PLC on the date of acceptance and on the date the Company are invoiced for the relevant materials by our supplier.

3.3. All sizes quoted are approximate.

4. PRICING

4. All prices shown on the Company website or advertisements are suggested prices only and the Company reserve the right to amend prices without prior notice to cover any increases in the costs of materials services or labour or in taxation or duty which may take place prior to delivery of the order.

4.1. The Company shall not be bound by any price which is not in writing on official Company stationary.

5. FEES, CHARGES, AND PAYMENTS

5. Unless credit terms have been agreed payment is to be made in full at the time of placing the order. Settlement of monthly accounts is to be made within the terms as stated on the invoice. We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation, namely The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002, if we are not paid according to agreed credit terms.

5.1. A minimum charge of £10.00 (plus VAT) will be levied for small orders and no credit account orders will be accepted under £15.00 (plus VAT). Orders up to and including £15.00 (plus VAT) should be accompanied by the appropriate remittance.

5.2. Payments of accounts should be made to the Company office and works, Bluebird Graphics Limited, T/A Creative Solutions Unit 8C, Weycroft Avenue, Millwey Rise Industrial Estate, Devon EX13 5HU, England.

5.3. The Company at its option, will be entitled to notice to terminate all or any of its contract with the Customer forthwith and recover all expenses, loss, and damage resulting to the Company including (but without limitation to) loss of profit or other consequential loss if:

(a) the Customer has a bankruptcy petition presented against him or a bankruptcy order is made:

(b) the Customer makes or seeks to make any composition or arrangement with his creditor,

(c) the Customer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the means of Section 286 Insolvency Act 1986);

(d) an encumbrancer takes possession of any of the Customer’s assets, or any of the Customer’s property is taken in execution or process of law:

(e) a petition is presented or an order is made or a resolution is passed for the winding up of the Customer:

(f) a petition is presented or an order is made for an administration order to be made in relation to the buyer;

(g) the Customer’s directors make a proposal for a voluntary arrangement with the Customer’s creditors;

(h) the Customer is unable to pay his debts (within the meaning of Section 123 Insolvency Act 1986);

(i) a receiver or administrative receiver is appointed over any of the customer’s assets:

(j) the Customer fails to make any payment owed to the Company on the due date;

(k) the Customer fails to take delivery of or to collect the goods within fourteen days of being notified by the Company or our carrier that they are to be delivered or are ready to be collected;

(l) The Customer is in breach of the terms and conditions of any contract with the Company (including breach of these conditions) and shall fail to remedy same within twenty-one days of notice specifying the breach and requiring remedy (if the breach shall be remediable).

6. DELIVERY OF GOODS

6.1. The Company shall not be responsible for loss arising from delay or failure to deliver arising from an Act of God, war, civil disturbance, riot, industrial action or dispute, natural calamity, non-availability of materials, breakdown of plant or machinery, controls, restrictions or prohibitions of Government or any other competent Authority, fire, flood, sabotage, or other cause beyond the control affecting the Company or any supplier or carrier for the Company.

6.2. Delivery dates are given in good faith only and whilst the Company will make every effort to ensure that goods are delivered by such date as in acceptance of order form the Company cannot be held liable to the Customer for any consequences whether direct or indirect of failing to deliver the goods by that date or at all.

6.3. We offer the best possible lead times on production and delivery of your item(s). Due to supplier delivery and demand, lead times may differ pending on the product(s) purchased. This lead time will be confirmed with you on receipt of your Order Confirmation email from the team or during consultation.

6.5. The Company cannot be held liable to the Customer for any delay in timed deliveries. If goods are delayed for any reason whatsoever, the delivery charge will be taken down to the next level of service after delivery has been completed. The Customer cannot refuse delivery of goods because of delay and shall be liable for all goods despatched.

6.6. In the absence of any Agreement to the contrary delivery shall be deemed to have taken effected upon the delivery of the goods at the Customer’s premises or as the Customer shall have previously and in writing directed.

6.7. In the case of delivery of goods by instalments, the Customer will not be entitled to treat the delivery of faulty goods in any one instalment, or the late delivery of any one instalment, as a repudiation of the whole contract.

6.8. If the Customer fails to give delivery instructions within seven days of it being notified the goods are ready for delivery we shall (without prejudice to any other rights or remedies available to the Company) be entitled (but not bound) to store the goods at any available place at the Customer’s expense.

6.9. The risk in the goods passes to the Customer upon delivery to the carrier or collection by the carrier but title in the goods remains vested in the Company and shall only pass from the Company to the Customer upon full payment being made by the Customer of all sums due on whatsoever account or grounds to the Company to the Company’s parent or subsidiary Company by the Customer.

(a) In the event of the goods being sold by the Customer in such manner as to pass to a third party a valid title to the goods, whilst any such sums are due as aforesaid, the buyer shall be the Trustee for us of the proceeds of such sale or to the claim for such proceeds and the Customer shall place such proceeds in a separate account. Nothing herein shall constitute the Customer the Company Agent for the purpose of any sub-sale.

(b) The Customer agrees that prior to the payment of the whole price of the goods we may at any time enter upon the Customer’s premises and remove the goods therefrom and that prior to such payment the Customer shall keep such goods in separate and identifiable for this purpose.

(c) In the event of the goods becoming constituents of or being converted into other products whilst sums are due as provided in sun-condition (a) hereof the Company shall have the ownership of and title to such other products as if they were the goods and accordingly sub-condition (a) hereof shall so far as appropriate apply to such other products subject to the Customer’s right to the surplus of any monies realised by the said goods over those due to us provided herein.

6.10. Failure to make payment in respect of deliveries or instalments under this or any other Contract between the Company and the Customer shall entitle the Company to delay, suspend or cancel deliveries in whole or in part at the Company’s option.

6.11. (a) The Customer shall inspect the goods upon delivery before signing for delivery of goods. If Customer or any persons signing on behalf of Customer cannot inspect the goods before signing for them, Customer or any persons signing on behalf of the Customers must write ‘DAMAGED’ on the delivery note before signing for said goods. The Company must be informed in writing the same day of the delivery by the Company, in the event of any deficiency or damage being discovered at time of delivery and inspection. If the Customer or any persons signing on behalf of Customer fails to write 'DAMAGED’ on the delivery note, the company will not be held responsible in the event of any deficiency or damage being subsequently discovered.

(b) Any claim that goods do not correspond with the Customer’s order form shall be made within two days of the date of the invoice and any claim made thereafter on this account will be limited to the original invoice amount.

(c) The Company will if the goods are damaged in transit or the goods do not correspond with the Customer’s order form at the Company’s option repair or replace the damaged goods free of charge or refund the cost of the damaged goods, provided that written notification of damage is received by the Company on the same day the goods are received by the Company. If any claim is not received by the Company within this timeframe the invoice shall be payable in full.

(d) The aforesaid obligations on the part of the company shall not extend to defects caused by wilful damage, negligence, incorrect erection, storage, application or movement or defects caused by fair wear and tear, and the goods are returned to the Company at the Customer’s expense for examination of the relevant goods.

(The provisions of this clause do not affect the statutory rights of a consumer.)

(e) Save as herein set out and for liability for death or personal injury resulting from negligence, all express or implied conditions representations or warranties as to quality or fitness of the goods or otherwise are expressly excluded.

(This sub-clause shall not apply and shall be wholly ineffective in the case of a sale to a consumer in connection with the carrying out of a consumer transaction.)

6.12. If for any reason, Customer decides that they wish to return any or all of the goods, the Company retains the right to refuse to accept return of said goods. If the Company accepts return of goods, Customer must return the goods to the Company office at their own cost. Goods must be in their original packaging and unused. Company accepts no responsibility for any damage to goods whilst in transit. Company retains the right to refuse the return of goods if damaged or incomplete. Company retains the right to charge a restocking fee of £10.00 excluding VAT or 25% of the invoice amount, whichever is the greater. Company retains the right to refuse to accept return of any goods without giving a reason.

6.13. If goods are ordered on the internet through the Company website and Customer subsequently decides to cancel said order, Company retains the right to charge an administration fee of £10.00 excluding VAT or 25% of the invoice amount, whichever is the greater.

7. COPYRIGHT

7.1. The Company retains copyright of its designs and accepts no responsibility for any infringement of patent or copyright or registered design of any third party incurred in carrying out Customer’s directions.

8. THE CLIENT'S RESPONSIBILITIES

8.1. It is the Customer’s responsibility to ensure that the use to which any goods supplied by the Company is put, complies with requirements of Local Planning Authorities and other interested departments and the responsibility for obtaining any planning permission and permits is entirely that of the Customer. All charges levied by authorities before, during and/or after erection of any goods supplied by the Company are to be borne by the Customer and that in the event of there being any infringement thereof the Customer will not be entitled to any breach of contract of sales.

8.2. It is the customer’s responsibility to ensure that no thoroughfare throughway or services are likely to be obstructed and any damage caused thereto is the responsibility of the Customer. It is also the responsibility of the Customer to ensure that any structure that is to bear any goods supplied by the Company is of adequate strength and in good enough condition to bear the extra weight or loads thereon involved.

9. INDEMNIFICATION/LIABILITY

9.1. This contract is governed by English Law. Any dispute arising out of or in connection with this contract shall be determined by the English Courts.

9.2. In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.

10. SPECIAL OFFERS

10. To receive any special offers you must be registered as an account holder on-line and have a valid voucher code

10.1. Any Special offer promoted by Bluebird Graphics / T/A Creative Solutions will have a specific expiry dd/mm/yyyy. This will be clearly stated in the advertising of any offer. Any attempt to redeem an offer after expiry date will not be accepted online, by e-mail, post or verbally.

10.2. If no expiry date exists then the offer will expire at Bluebird Graphics / T/A Creative Solutions discretion, after a 6 month period from when the offer was first launched.

10.3. Only one special offer per company / organisation will be accepted. Multiple email addresses with the same domain will no be accepted. If we believe that a company or individual has breached this clause, then we reserve the right to remove the discount.

10.4. The discount code given for writing Creative Solutions a review is redeemable online only unless specifically agreed by us and the customer.

10.5. Both 5% and 10% discounts codes are redeemable up to a maximum order value of £150 inclusive of VAT.

10.6. Each code is only redeemable once per order and cannot be used in conjunction with any other offer.

11. ACCREDITATION / PROMOTIONS / MARKETING

11.1. Creative Solutions retains the right to reproduce, publish and display the Deliverables in Creative Solutions’ portfolios and Web sites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Web site.

12. PRIVACY POLICY

12.1 ANALYTICS OF THE WEBSITE AND SOURCES

“DoubleClick: We use Google Analytics remarketing codes to log when users view specific pages or take specific actions on a website. This allows us to provide targeted advertising in the future. If you do not wish to receive this type of advertising from us in the future you can opt out using the DoubleClick opt-out page or the Network Advertising Initiative opt-out page.”

12.2. USE OF IMAGERY AND CLIENT PRODUCTS FOR ADVERTISING AND PRESS CASE STUDIES

We use images and videos taken during production, during installation and after completion of works orders for our Social Media Channels and Sites (This Website - https://www.creative-solutions-direct.co.uk/, Facebook, Instagram, Pinterest, LinkedIn, Twitter, MailChimp Email Campaigns, Google & Youtube). If your work is of interest, we will endeavour to contact you prior to a press release, posting on social media, or making content live for your approval and knowledge. If you do not wish to be featured online or in press, please get in contact at the time of your order confirmation and we will make a note on your account. Please email marketing@creative-solutions-direct.co.uk with your Order Reference and we will make a note on your account.

We will endeavour to not use imagery that may affect your business, property or persons. If imagery and videos are used that contain the previously mentioned and you would like this removed, please get in contact and we will remove this from all platforms and website. Please email marketing@creative-solutions-direct.co.uk with the platform, time and date of posting, and URL link if possible.

12.3. EMAIL MARKETING

We like to keep our clients connected with our practices, products and work completed. By placing an order with us and sharing your email address, if Opt-In is engaged on your account, we will include you in our Monthly Newsletter and ad-hoc Marketing Emails we deem relevant to you.

You can control the marketing communications you receive from us and can activate a subscription to our emails, or Opt-Out of email communications:

·Emails: You can click the 'unsubscribe' link in any marketing email you receive, and this will take automatically remove you from future marketing based communications.

Please note by opting out of marketing messages will not stop service communications, such as order updates, where you have been asked for a specific set of information to complete an order, or invoice payment requests.


These Terms and Conditions of Sale supersede any which have hitherto been operative.

Copyright © Creative Solutions Direct 2022, All rights reserved.

Terms & Conditions - Digital Products and Services (Design Studio)

DESIGN SERVICE AGREEMENT

A design services agreement is a legal document used by Creative Solutions to outline the terms and conditions of our in-house Design Studio (Developer/Designer) performing design services for a client. This document contains the strict minimum of legal jargon required to still be legally enforceable.

This Design services agreement outlines payment terms, the designer's scope of work, the rights and responsibilities of the client or company hiring the designer, and the process of requesting changes to a design. This Design services agreement also addresses potential licensing and intellectual property issues that may come up after completing a design project.

The following Terms and Conditions document is a legal agreement between Creative Solutions, hereafter “the Developer/Designer” (Creative Solutions), and “the Client”. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

Now, therefore, in consideration of the mutual benefits, agreements, covenants, and promises herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

GENERAL

These Terms and Conditions supersede all previous representations, understandings, or agreements. To maintain the quality of our service to our clients we reserve the right to change these Terms and Conditions and the nature of our services at any given time.

ACCEPTANCE

By accepting a quote and making payment for services, you are considered to have accepted these terms and conditions in full.

It is not necessary for any Client to have signed an acceptance of these Terms and Conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these Terms and Conditions in full. Please read these Terms and Conditions carefully. Any purchase or use of our services implies that you have read and accepted these Terms and Conditions for Design & Digital Product Services.

TERMINATION

Termination of services by the Client must be requested in a written notice and will be effective on acceptance of such notice. The Client will be invoiced for any work completed to the date of first notice of termination. In the case termination is initiated by the Customer before any deposit is in our account, but after any contract is signed or quote accepted, the Company reserves the right to demand payment of the deposit immediately. Creative Solutions reserves the right to cancel the service at any time if a Customer contravenes these Terms.

CHARGES AND PAYMENTS

The price that we charge you for our services is stated in your proposal and/or invoice. You will pay to us all the charges prior to work commencing. You can and may request additional services at any time after your Agreement has started. If we agree to provide you with these services, you will pay the additional charges they incur. We will charge you for any administration costs and/or loss of work that have occurred for any payment not being met for whatever reason. All payment is in Pound Sterling and all prices are displayed ex-VAT unless stated otherwise.

REFUND POLICY

All services are rendered ensuring quality. If at any time in the service rendering process, you are not satisfied with the quality of work, you may bring it to our attention. In general, we will not refund payments on time spent/services rendered, since Creative Solutions charges are based on the hours of work spent on the project. If a Customer contravenes the Company’s terms of service, a refund will not be issued.

Refunds are only possible if we are unable to render the services to you. The refund will be based on any hours that you have paid for but not used. No refunds will be given for hours spent on research, development, design, and administration. All deposits are non-refundable under any circumstances.

1.DEFINITIONS

In this Agreement:

1.1. "Agreement" means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, schedules, or attachments hereto.

1.2. “Client Content” means all materials, information, photography, writings, and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables.

1.3. “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.K. Copyright Law.

1.4. “Deliverables” means the services and work product specified in the Proposal to be delivered by Creative Solutions to The Client, in the form and media specified in the Proposal.

1.5. “Designer Tools” means all design tools developed and/or utilised by Creative Solutions in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.

1.6. “The Client” means the company or individual who has agreed to take out work with Creative Solutions.

1.7. “Final Art” means all creative content developed or created by Creative Solutions, or commissioned by Creative Solutions, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to The Client Content, and Creative Solutions selection, arrangement and coordination of such elements together with The Client Content and/or Third Party Materials.

1.8. “Final Deliverables” means the final versions of Deliverables provided by Creative Solutions and accepted by The Client.

1.9. “Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Creative Solutions and which may or may not be shown and or delivered to The Client for consideration but do not form part of the Final Art.

1.10. “Project” means the scope and purpose of The Client’s identified usage of the work product as described in the Proposal.

1.11. “Services” means all services and the work product to be provided to The Client by Creative Solutions as described and otherwise further defined in the Proposal.

1.12. “Third Party Materials” means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.13. “Trademarks” means trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of The Client.

2.PROPOSAL

The terms of the Proposal shall be effective for 14 days after presentation to The Client. In the event this Agreement is not executed by The Client within the time identified, the Proposal, together with any quotations, related terms and conditions, and deliverables, may be subject to amendment, change, or substitution.

3.FEES, CHARGES, AND PAYMENTS

3.1. Fees. In consideration of the Services to be performed by Creative Solutions, The Client shall pay to Creative Solutions fees in the amounts and according to the payment outlined in the Proposal, and all applicable sales, use, or value-added taxes, even if calculated or assessed subsequent to the payment schedule.

3.2. Additional Costs. The Project pricing includes Creative Solutions fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, licensable imagery, new software for completion of the proposal, music licenses, and online access or hosting fees, will be billed to The Client unless specifically otherwise provided for in the Proposal.

3.3. Invoices. All invoices are payable within 30 days of receipt. For new clients or those overseas Creative Solutions reserves the right to invoice with a payable period of 15 days. In special circumstances, a deposit will be required. Payments will be credited first to late payment charges and next to the unpaid balance. The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Creative Solutions reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

3.4. Project End. All deliverables shall be deemed complete once The Client has signed off the work or indicated satisfaction either verbally, in writing, via e-mail, post, or other ethods. If The Client fails to communicate with Creative Solutions for a period of more than 30 days without explanation, the project shall be deemed satisfactory and complete.

4.CHANGES

4.1. General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, The Client shall pay additional charges for changes requested by The Client which are outside the scope of the Services on a time and materials basis, at Creative Solutions' standard hourly rate of £60.00 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price, or final price identified therein. Creative Solutions may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

4.2. Substantive Changes. If The Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Creative Solutions shall be entitled to submit a new and separate Proposal to The Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Creative Solutions.

4.3. Timing. Creative Solutions will prioritise performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) Approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify The Client’s concerns, objections, or corrections to Creative Solutions. Creative Solutions shall be entitled to request written clarification of any concern, objection, or correction. The Client acknowledges and agrees that Creative Solutions' ability to meet any and all schedules is entirely dependent upon The Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions according to the Proposal and that any delays in The Client’s performance or Changes in the Services or Deliverables requested by The Client may delay delivery of the Deliverables. Any such delay caused by The Client shall not constitute a breach of any term, condition, or Creative Solutions’ obligations under this Agreement.

4.4. Testing and Acceptance. Creative Solutions will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to The Client. The Client, within five (5) business days of receipt of each Deliverable, shall notify Creative Solutions, in writing, of any failure of such Deliverable to comply with the specifications outlined in the Proposal, or of any other objections, corrections, changes, or amendments The Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change, or amendment, and Creative Solutions will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from The Client, the Deliverable shall be deemed accepted.

5. THE CLIENT'S RESPONSIBILITIES

The Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than Creative Solutions;
(b) Provision of The Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) Final proofreading. In the event that The Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors, or misspellings, remain in the finished product; The Client shall incur the cost of correcting such errors.

6.ACCREDITATION / PROMOTIONS / MARKETING

Creative Solutions retains the right to reproduce, publish and display the Deliverables in Creative Solutions’ portfolios and Web sites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Web site.

7.CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (Confidential Information). Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

8.RELATIONSHIP OF THE PARTIES

8.1. Independent Contractor. Creative Solutions is an independent contractor, not an employee of The Client or any company affiliated with The Client. Creative Solutions shall provide the Services under the general direction of The Client, but Creative Solutions shall determine, in Creative Solutions’ sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Creative Solutions and the work product or Deliverables prepared by Creative Solutions shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to The Client are contractual and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

8.2. Designer Agents. Creative Solutions shall be permitted to engage and/or use third-party designers or other service providers as independent contractors in connection with the Services (Design Agents). Notwithstanding, Creative Solutions shall remain fully responsible for such Design Agent's compliance with the various terms and conditions of this Agreement.

8.3. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Creative Solutions, and Creative Solutions shall be entitled to offer and provide design services to others, solicit other The Clients, and otherwise advertise the services offered by Creative Solutions.

9. WARRANTIES AND REPRESENTATIONS

9.1. The Client represents, warrants, and covenants to Creative Solutions that
(a) The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of The Client Content,
(b) to the best of The Client’s knowledge, The Client Content does not infringe the rights of any third party, and use of The Client Content, as well as any Trademarks in connection with the Project, does not and will not violate the rights of any third parties,
(c) The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) The Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

9.2. To the best of Creative Solution's knowledge, the Final Art provided by Creative Solutions and Creative Solutions subcontractors does not infringe the rights of any party, and in connection with the Project will not violate the rights of any third parties. In the event The Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Creative Solutions shall be void.

9.3. The Client agrees to fully indemnify and hold Creative Solutions free from harm in any and all claims resulting from The Client not having obtained all the required copyright, and/or any other necessary permission. Any artwork, images, or text supplied or designed by Creative Solutions on behalf of the customer, will remain the property of Creative Solutions and/or our suppliers unless otherwise explicitly stated.

10. INDEMNIFICATION/LIABILITY

10.1. By The Client. The Client agrees to indemnify, save and hold harmless Creative Solutions from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of The Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Creative Solutions shall promptly notify The Client in writing of any claim or suit; (a) The Client has sole control of the defence and all related settlement negotiations; and (b) Creative Solutions provides The Client with commercially reasonable assistance, information, and authority necessary to perform The Client’s obligations under this section. The Client will reimburse the reasonable out-of-pocket expenses incurred by Creative Solutions in providing such assistance.

10.2. By Creative Solutions. Subject to the terms, conditions, express representations, and warranties provided in this Agreement Creative Solutions agrees to indemnify, save and hold harmless The Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with Creative Solutions representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of The Client provided that (a) The Client promptly notifies Creative Solutions in writing of the claim; (b) Creative Solutions shall have sole control of the defence and all related settlement negotiations; and (c) The Client shall provide Creative Solutions with the assistance, information, and authority necessary to perform Creative Solutions obligations under this section. Notwithstanding the foregoing, Creative Solutions shall have no obligation to defend or otherwise indemnify The Client for any claim or adverse finding of fact arising out of or due to The Client's Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Creative Solutions.

10.3. Limitation of Liability. The Services and the work product of Creative Solutions are sold as-is. In all circumstances, the maximum liability of Creative Solutions to the client for damages for any and all causes whatsoever, and the client’s maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to the net profit of Creative Solutions. In no event shall Creative Solutions be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by Creative Solutions, even if Creative Solutions has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. DISPUTE RESOLUTION

The following procedures will be adhered to in all disputes arising under this Agreement:

11.1. The aggrieved party shall notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other party. The Client and Creative Solutions at that time responsible for this Agreement shall meet in person, or by telephone, email conversation within five (5) business days of the date of the written notification to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. Any changes to the Agreement or Contract with the Client for services rendered will first explore all set Changes to the Agreement as set out in Section 4.

If the Client and Creative Solutions Designer are unable to agree on a change of contract, the Creative Solutions Designer shall produce a report about the nature of the dispute in detail to their respective management. If the Client and Creative Solutions Designer are unable to agree on corrective action, the Client and Creative Solutions Designer’s Manager shall meet in person or by telephone to facilitate an agreement within ten (10) business days of the date of the written notification. If management cannot resolve the dispute or agree upon a written plan of corrective action to do so within ten (10) business days, or if the agreed-upon completion dates in the written plan of corrective action are exceeded, either party may seek arbitration as provided in Section 12.

12. TERMINATION

12.1. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

12.2. This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

12.3. In the event of termination, Creative Solutions shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Creative Solutions as of the date of termination, whichever is greater; and The Client shall pay all Expenses, Fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

12.4. Termination by The Client. In the event of termination by The Client and upon full payment of compensation as provided herein, Creative Solutions grants to The Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by The Client as of the date of termination. The Client may terminate this Agreement and the provision of the Services at any time without cause by giving the Developer written notice of termination, provided that no such termination will entitle the Client to be released from the obligation to pay or to a refund of any portion of the fees due or paid, as applicable, for Services rendered according to any and each Statement of Work previously signed by Client.  In addition, where Client terminates this Agreement within less than seven (7) days in advance of the commencement or performance of the Services, Developer shall be entitled to invoice Client for, and Client agrees to pay, all of Developer's internal and out-of-pocket expenses accrued prior to the date of termination, plus 50% of the total charges for the services projected to be performed during the first seven (7) workdays of the project contemplated by the Statement of Work, as liquidated damages for any and all damages or losses suffered or incurred by Developer as a result of such termination.

12.5 Termination by Developer Without Cause. The developer may terminate this Agreement immediately and the provision of the Services at any time without cause by giving Client written notice of termination and refunding to Client all of its fees paid hereunder, without interest.

12.6. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

12.7. Projects that have passed 30 days without contact or further instruction from The Client are deemed to be final.

13. GENERAL

13.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Creative Solutions invoices may include, and The Client shall pay, expenses or costs that The Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

13.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested and shall be sent the to the addresses identified below unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or e-mail, upon confirmation of receipt.

13.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party.

13.4 Force Majeure. Creative Solutions shall not be deemed in breach of this Agreement if Creative Solutions is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness, or incapacity of Creative Solutions or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Creative Solutions control (collectively, Force Majeure Event). Upon the occurrence of any Force Majeure Event, Creative Solutions shall give notice to The Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

13.5 Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the United Kingdom without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its solicitor’s fees and costs. In all other circumstances, the parties specifically consent to the local, and national courts located in the United Kingdom. The parties hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. The Client acknowledges that Creative Solutions will have no adequate remedy at law in the event The Client uses the deliverables in any way not permitted hereunder and hereby agrees that Creative Solutions shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

13.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

13.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

14. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART.

14.1 The Client Content. The Client Content, including all pre-existing Trademarks, shall remain the sole property of The Client or its respective suppliers, and The Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Creative Solutions a non-exclusive, non-transferable license to use, reproduce, modify, display, and publish The Client Content solely in connection with Creative Solution's performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

14.2 Third Party Materials. All Third-Party Materials are the exclusive property of their respective owners. Creative Solutions shall inform The Client of all Third-Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances, Creative Solutions shall inform The Client of any need to license, at The Client’s expense, and unless otherwise provided for by The Client, Creative Solutions shall obtain the license(s) necessary to permit The Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event The Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of third party art, The Client hereby indemnifies, saves, and holds harmless Creative Solutions from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of The Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

14.3 Preliminary Works. Creative Solutions retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Creative Solutions within thirty (30) days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Creative Solutions.

14.4 Original Artwork. Creative Solutions retains all rights and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. The Client shall return all original artwork to Creative Solutions within thirty (30) days of completion of the Services.

14.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Creative Solutions assigns to The Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Creative Solutions for use by The Client as a Trademark. Creative Solutions shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence such assignment. The Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. The Client hereby indemnifies, saves, and holds harmless Creative Solutions from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of The Client’s use and/or failure to obtain rights to use or use of the Trademark.

15. RIGHTS TO FINAL ART.

15.1 Upon completion of the Services, and expressly subject to full payment of all fees, costs, and out-of-pocket expenses due, Creative Solutions grants to The Client the rights in the Final Art as outlined in the proposal. Any additional uses not identified herein or reselling of the artwork is not permitted without prior written consent.

These Design Studio Terms and Conditions of Sale supersede any which have hitherto been operative.

Copyright © Creative Solutions Direct 2022, All rights reserved.

Privacy Policy

AS DETAILED IN TERMS & CONDITIONS - PRODUCTS AND SALES

12. PRIVACY POLICY

12.1 ANALYTICS OF THE WEBSITE AND SOURCES

“DoubleClick: We use Google Analytics remarketing codes to log when users view specific pages or take specific actions on a website. This allows us to provide targeted advertising in the future. If you do not wish to receive this type of advertising from us in the future you can opt out using the DoubleClick opt-out page or the Network Advertising Initiative opt-out page.”

12.2. USE OF IMAGERY AND CLIENT PRODUCTS FOR ADVERTISING AND PRESS CASE STUDIES

We use images and videos taken during production, during installation and after completion of works orders for our Social Media Channels and Sites (This Website - https://www.creative-solutions-direct.co.uk/, Facebook, Instagram, Pinterest, LinkedIn, Twitter, MailChimp Email Campaigns, Google & YouTube). If your work is of interest, we will endeavour to contact you prior to a press release, posting on social media, or making content live for your approval and knowledge. If you do not wish to be featured online or in press, please get in contact at the time of your order confirmation and we will make a note on your account. Please email marketing@creative-solutions-direct.co.uk with your Order Reference and we will make a note on your account.

We will endeavour to not use imagery that may affect your business, property or persons. If imagery and videos are used that contain the previously mentioned and you would like this removed, please get in contact and we will remove this from all platforms and website. Please email marketing@creative-solutions-direct.co.uk with the platform, time and date of posting, and URL link if possible.

12.3. EMAIL MARKETING

We like to keep our clients connected with our practices, products and work completed. By placing an order with us and sharing your email address, if Opt-In is engaged on your account, we will include you in our Monthly Newsletter and ad-hoc Marketing Emails we deem relevant to you.

You can control the marketing communications you receive from us and can activate a subscription to our emails, or Opt-Out of email communications:

Emails: You can click the 'unsubscribe' link in any marketing email you receive, and this will take automatically remove you from future marketing based communications.

Please note by opting out of marketing messages will not stop service communications, such as order updates, where you have been asked for a specific set of information to complete an order, or invoice payment requests.

These Terms and Conditions of Sale supersede any which have hitherto been operative.

Copyright © Creative Solutions Direct 2022, All rights reserved.

These Terms and Conditions of Sale supersede any which have hitherto been operative. (2022)

Copyright © Creative Solutions Direct 2022, All rights reserved.

If you have any questions regarding the documents listed here, please contact us.

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