Terms and Conditions

Snowflake Creative Limited is a limited liability company registered in England and Wales under registered number 05756988. Its registered address is: 2 The Old Farmhouse, Hatch Warren Farm, Hatch Warren Lane, Basingstoke, RG224RA.

In these terms of business "we" or "our" refer to Snowflake Creative Limited ("the Company").

Your relationship is solely with the Company, and the Company has sole legal liability for the work done for you and for any act or omission in the course of that work. No officer, consultant or employee of the Company will have any personal legal liability for that work whether in contract, tort, negligence or any other cause of action. In particular, the fact that an individual officer, consultant or employee signs in his or her own name any letter or other document in the course of carrying out that work does not mean he or she is assuming any personal legal liability for that letter or document.

Our Relationship

We value our relationship with you and welcome any suggestions for its improvement. We are committed to resolving problems that may arise with our services. It is therefore important that you immediately raise any concerns you may have with us.

Your work

We will agree with you at the outset the scope of the work. We are not responsible for matters that are outside the scope of the work agreed. Where possible we will also agree a timetable and an estimate of cost. If our work is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay. You must pay to us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any of the following acts or omissions by you: fraud, negligence, failure to perform or delay in the performance of any of your obligations.

Work will commence only on written agreement of the scope of the work and project detail. Final work will be released once written confirmation has been received approving the content.

Our Liability

Despite our best efforts we may make a mistake, by which we mean any breach of our duties to you. If we do, and are liable to compensate you, you agree that our liability is limited in the following respects:

• It is the Company that is liable, not an individual partner or member of staff. You agree to make no claim against an individual except for fraud
• Our maximum liability for any claim by you whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the work you have requested shall be limited to the price paid by you for our services (unless a different amount is agreed with you in writing)
• Where any claim relates to a mistake made by us, this overall limit applies whether the mistake affects just one piece of work we do for you or several, so long as it is the same or a similar mistake
• For the purpose of the overall limit, more than one mistake on a project or transaction is considered as one mistake

We are liable for loss that we directly cause where that total liability does not exceed the total amount of the fees payable relating to the project in question. Otherwise we have no liability for any indirect or consequential loss or loss of anticipated profit or other benefit and shall not be liable for any of the following:

• loss of profits; or
• loss of business; or
• depletion of goodwill and/or similar losses; or
• loss of anticipated savings; or
• loss of goods; or
• loss of contract; or
• loss of use; or
• loss due to corruption of data or information; or
• any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or any damages paid by you or loss suffered by you arising out of any allegation or claim that any Input Material breaches any Intellectual Property Right;
• We are not liable to the extent that our mistake results from something you do or fail to do (such as giving us the wrong information, not giving us information at the time we ask for it or failing to supply appropriate Input Materials)
• If others are also responsible for your loss, our liability is limited to our fair share, whether or not you are able to recover the rest from the others.

Notwithstanding the references to mistakes the above exclusions and limitations apply to our entire financial liability (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:

• any breach of this contract;
• any use made by the you of our services, the documents produced by us in connection with our services or any part of them; and
• any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the contract.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this contract.

Nothing in these Conditions limits or excludes our liability: for death or personal injury resulting from negligence; or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us.

Confidentiality

We will keep confidential all information about you and your business and not disclose it to anyone outside the company without your consent. You do consent to that disclosure:

• in the proper handling of your work
• to our professional indemnity insurers
• to assessors in relation to any application by us for or the maintenance of a quality standard such as Investors in People
• where compelled by law, such as a court order
• in case studies for our own promotion

Subject to (a) to (c) you must keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us, our employees, agents, consultants or subcontractors and any other confidential information concerning our business or our products or services which you may obtain.

(a) You may disclose such information:
(i) to your employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out your obligations relating to the work you have instructed us to carry out; and
(ii) as may be required by law, court order or any governmental or regulatory authority.

(b) You must ensure that any employees, officers, representatives, advisers, agents or subcontractors to whom you disclose such information comply with these provisions about confidentiality.

(c ) You must not use any such information for any purpose other than to perform your obligations to us.

All materials, documents, equipment and tools, drawings, specifications and data supplied by us to you shall, at all times, be and remain our exclusive property of the, but shall be held by you in safe custody at your own risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with our written instructions or authorisation.

Publicity

We both agree not to issue any publicity material or information to the media about our relationship and the work we are doing without the other's consent, save where the information is already in the public domain.

Email

We routinely use email to communicate, and whilst we have normal levels of security in place, you accept the risk that email communications may not be secure.

Data Protection

We comply with the current law on data protection. We store and process information about our clients in the context of our business. We are able, in most circumstances, to supply you on request with copies of the information that we store about you and your business. You acknowledge and agree that details of your name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Company in connection with the work you have asked us to carry out.

Charges

We normally agree the basis of charging in advance. Our aim is to be entirely open with you. We will provide you with a cost for the full project and scope the deliverables of that project. In return you will issue a Purchase Order agreeing the work, its scope, the timeframe, the cost and these terms. Should the scope of the project change before completion we will re-quote for the work to be carried out. Any significant change in scope of the project will be considered a re-brief. In these circumstances we will:

• Charge for the work carried out to date
• Quote for the remainder of the work to be agreed by you issuing a Purchase Order.

Additional charges

Whilst routine overheads are included in our agreed charges, we may charge you for non-routine photocopying, generation of certain other documents, file streaming, international phone calls, couriers/postage, stock images or disc copies. We will inform you of these additional costs in advance.

Expenses

You are responsible for paying expenses we incur on your behalf (for example travel, couriers and printing). These are added to the invoice at cost. Where they are substantial we may ask for payment in advance. We try to give an estimate of expenses before they are incurred.

Travel and accommodation

Where we need to travel for your work we do so by the most appropriate means. Hotel accommodation is of a suitable business standard. Actual costs are charged, apart from travel by car where a standard mileage charge applies.

Invoicing and VAT

VAT is payable on fees and expenses at the applicable rate.

Our normal charging structure is that we will invoice for 50% of the project value as an initial deposit prior to the commencement of work. The balance of payment is due either prior to the launch of the website or the release of the final artwork files.

In the event that we agree to credit terms, this will be for a maximum of 30 days. Prior to commencement of work you must issue a Purchase Order agreeing the work, its scope, the timeframe, the cost and these terms.

Should the project delivery be delayed due to no fault of the Company, an invoice for work to date may be raised for payment. Where there is significant investment in creative work we reserve the right to ask for an up-front payment as security.

Payment overdue invoices

If you do not pay our bill within this time, interest will be charged on a daily basis at the rate of 8% per year and we may also be entitled to:

• recover any costs we incur in collecting the overdue amount
• do no further work for you until we are paid in full
• retain all work until we are paid in full
• Reclaim any discounts on the work carried out that have been supplied on the agreement that payment must be made within the agreed timescales.

Copyright and Intellectual Property

In this paragraph (and elsewhere in these conditions unless expressly stated otherwise) the following words have the following meanings:

Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, artwork, picture, photograph or other image, tape, disc or other device or record embodying information in any form.

Input Material: all documents, information and materials relating to the work you have asked us to carry out which either originate from any third party or for which we hold intellectual property rights that have not arisen in connection with our work for you including (without limitation), computer programs, data and specifications and the materials (whether documents or otherwise) specified in correspondence between you and the Company.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

To the extent that we would otherwise own it, the Copyright in all Documents (other than that in any Input Materials incorporated) produced for you will be owned by you on payment in full of our fees. To the extent that any Input Materials, the intellectual Property Rights in which are not owned by us, form part of any work supplied to you are responsible for ensuring that you have appropriate rights or licenses to use such material. If we own the Intellectual Property Rights in any Input Materials incorporated into our work for you we, on payment in full of our fees, grant an irrevocable, perpetual non-exclusive right to use such materials but such license is for the purpose only of your own use of the work and does not allow resale, modification or incorporation into any other document.

We retain copyright and ownership of all other Intellectual Property Rights in all the models, questionnaire and papers we produce in carrying out your project. You may not replicate or reuse any of our models without our written permission.

We are not responsible for breach of copyright or other Intellectual Property Rights on any images or illustrations or other Input Material supplied by you for use in creative work. You warrant that you own the Intellectual Property Rights in all Input Materials that you supply for use in connection with the work you have asked us to carry out. You agree to fully indemnify us against all claims or losses whatsoever and however arising in respect of any breach of any Intellectual Property Rights in any Input Materials.

Where we supply imagery or illustration we will make you aware of the licensing costs for use of these images and you agree to reimburse us for such costs.

Ending our Relationship

You may ask us to stop work on your project at any time. If so, please confirm that in writing. We may choose to stop acting for you, but only if we have good reason to do so (for example, if you do not give us instructions, or do not make a payment when due). If we stop working for you we are still entitled to be paid for what we have done, and may keep your work until we have been paid.

Distance Selling Regulations

Where we have received instructions from you other than following your personal attendance, under the Consumer Protection (Distance Selling) Regulations 2000, you have a right to cancel the agreement for the supply of our services for up to 7 working days after the day following delivery of these Terms of Business, by giving us notice in writing by post or email.

By placing an order with us you are agreeing to these terms.

Jurisdiction

These terms and our relationship will be governed by English Law. We each submit to the exclusive jurisdiction of the English courts.

Agreement

Unless otherwise agreed, these terms of business apply to any instructions you have already given us and all future instructions you give us. Your continuing instructions in this matter will amount to your acceptance of these terms and conditions of business.