1.1. Words with capital letters will have the meanings given to them in clause 17 of these Terms.
1.2. In these Terms references to “includes” or “including” shall be deemed to have the words “without limitation” inserted after them.
1.3. Unless otherwise stated, references to “days” means calendar days.
2. CONTRACT PROCESS
2.1. Following any request from the Customer for Services from Creative Huddle, Creative Huddle may send the Customer a Service Schedule.
2.2. If the Customer wishes to proceed with the provision of Services in accordance with the Service Schedule the Customer must confirm its agreement to the Service Schedule and these Terms prior to the commencement of work by Creative Huddle, as confirmation that the Service Schedule accurately sets out the Customer’s requirements.
2.3. No order for Services shall be deemed to be accepted by Creative Huddle until the earlier of Creative Huddle (a) accepting such offer in writing or (b) providing the Services at which point a “Contract” for the provision of Services under these Terms will come into effect.
2.4. Each Service Schedule agreed by the Customer, or request for Creative Huddle’s Services from the Customer, shall be deemed to be an offer by the Customer to purchase the Services subject to these Terms:
2.4.1. to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document); and
2.4.2. constitutes a separate Contract.
2.5. If there is any conflict or inconsistency between the following documents, to the extent of any conflict or inconsistency only, the following order of priority shall apply:
2.5.1. the Service Schedule (including any Additional Terms); and
2.5.2. these Terms.
2.6. Creative Huddle may, at any time, and in its sole discretion, modify these Terms. Any such modification will be effective immediately on notification to the Customer. The Customer’s continued use of the Services following any such modification constitutes the Customer’s acceptance of the modified Terms.
3. CREATIVE HUDDLE’S RESPONSIBILITIES
3.1. Creative Huddle shall use reasonable endeavours to supply the Services, and deliver the Deliverables to the Customer, in accordance with these Terms in all material respects.
3.2. Creative Huddle shall use reasonable endeavours to meet any performance dates specified in the Service Schedule but any such dates shall be estimates only and time for performance by Creative Huddle shall not be of the essence of the Contract.
3.3. Creative Huddle shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 4.1.5, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under these Terms.
4. CUSTOMER’S OBLIGATIONS
4.1. The Customer shall:
4.1.1. co-operate with Creative Huddle in all matters relating to the Services;
4.1.2. appoint a manager for the Services, such person as identified in the Service Schedule;
4.1.3. provide, for Creative Huddle, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by Creative Huddle including any such access as is specified in the Service Schedule;
4.1.4. provide to Creative Huddle, in a timely manner (within such timescales as specific by Creative Huddle) and at no charge, all documents, information, items and materials in any form (whether owned by the Customer or third party) required under the Service Schedule or otherwise reasonably required by Creative Huddle in connection with the Services and ensure that they are accurate and complete in all material respects;
4.1.5. inform Creative Huddle of all health and safety and security requirements that apply at the Customer’s premises, such requirements are as set out in the Service Schedule; and
4.1.6. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Creative Huddle to provide the Services before the date on which the Services are to start.
4.2. If Creative Huddle’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Creative Huddle shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
5.1. Where Creative Huddle requests any input or comments (“Input”) from the Customer, in writing if requested, in relation to any aspect of the Deliverables:
5.1.1. Input must be provided within a timescale requested by Creative Huddle in line with any timescales Creative Huddle are trying to work to;
5.1.2. Creative Huddle may take into account any Input provided by the Customer in accordance with this clause 5.1, however Creative Huddle will retain overall control of the Deliverables acting in its sole discretion Creative Huddle may decide whether or not to incorporate all or any aspect of the Input.
5.2. Where no such Input is received under clause 5.1, without prejudice to any other of Creative Huddle’s rights or remedies the Customer will be deemed to have given approval:
5.2.1. to proceed (which Creative Huddle may or may not accept at its discretion); and/or
5.2.2. that any Deliverables meets the Service Schedule in all material respects,
and in either case Creative Huddle reserves the right:
5.2.3. not to commence the Services or any planned stage of the Services until it has received any required Input from the Customer (and this may impact on any estimated timescales and/or the Charges);
5.2.4. to terminate this Contract on giving the Customer 7 days written notice; and/or
5.2.5. to invoice the Customer for any milestone payments that might be due as detailed in clause 7.2.
6. WORK CARRIED OUT OUTSIDE THE AGREED SCOPE OF SERVICES / CHANGES TO SPECIFICATIONS
6.1. Where the Customer requests additional work, Creative Huddle may ask the Customer to sign a new Contract for Additional Services in which case clause 6.3 shall apply or such request may be treated as a variation to the Contract, in which case clause 6.2 shall apply.
6.2. If during the Contract the Customer asks for any changes to the Services or the Contract; requirement change or specification including:
6.2.1. changes to the Service Schedule;
6.2.2. changes to the Services; and/or
6.2.3. changes to the Customer’s requirements;
which in Creative Huddle’s reasonable opinion gives rise to:
6.2.4. a service which Creative Huddle has not already agreed to provide to the Customer; or
6.2.5. a change to the Services or specifications that Creative Huddle has already agreed to provide to the Customer,
6.2.6. Creative Huddle will endeavour to notify the Customer as soon as possible of any impact on Services Creative Huddle is currently carrying out for the Customer in relation to estimated timescales and prices;
6.2.7. where it is reasonably possible Creative Huddle will endeavour to notify the Customer of any additional costs before Creative Huddle commences any work; and
6.2.8. unless otherwise agreed any work carried out by Creative Huddle which is outside the scope of any agreed Services will be charged at Creative Huddle’s prevailing time and materials rates in place from time to time.
6.3. Requesting Additional Services
6.3.1. The Customer from time to time may request Creative Huddle to supply additional services which are not included in the Service Schedule (i.e. “Additional Services”). Creative Huddle shall endeavour to comply with the Customer’s request and where Creative Huddle agrees to provide any such Additional Services:
(i) the details of those Additional Services shall be as agreed between Creative Huddle and the Customer from time to time; and
(ii) unless otherwise agreed by Creative Huddle in writing these Terms shall apply to the provision of such Additional Services.
7. CHARGES AND PAYMENT
7.1. In consideration of the provision of the Services by Creative Huddle, the Customer shall pay the Charges.
7.2. Unless otherwise stated by Creative Huddle in writing, the Charges shall be paid in the following instalments of:
7.2.1. 50% in advance of commencement of the Services;
7.2.2. 50% on completion of the Services.
7.3. The Customer shall pay each invoice submitted to it by Creative Huddle within 30 days of receipt to a bank account nominated in writing by Creative Huddle from time to time.
7.4. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Creative Huddle any sum due under the Contract on the due date:
7.4.1. the Customer shall 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 7.4.1 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%;
7.4.2. Creative Huddle may suspend all or part of the Services until payment has been made in full.
7.5. All sums payable to Creative Huddle under the Contract:
7.5.1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
7.5.2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1. If the Customer wishes to cancel or postpone the Services prior to any date specified in the Service Schedule that the Services are due to be performed by Creative Huddle (“Scheduled Date”), in the event of cancellation/postponement:
8.1.1. 30 days before the Scheduled Date, 0% of the Charges shall be due;
8.1.2. 14 days before the Scheduled Date, 25% of the Charges shall be due;
8.1.3. 7 days before the Scheduled Date, 50% of the Charges shall be due;
8.1.4. 1 day before the Scheduled Date, 100% of the Charges shall be due.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. In relation to the Deliverables:
9.1.1. Creative Huddle and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials;
9.1.2. subject to clause 14.2, Creative Huddle grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business; and
9.1.3. the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 9.1.2.
9.2. In relation to the Customer Materials, the Customer:
9.2.1. and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
9.2.2. grants Creative Huddle a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.
9.3. Creative Huddle:
9.3.1. warrants that the receipt, use of the Services and the Deliverables by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third party;
9.3.2. shall, subject to clause 12, indemnify the Customer in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and
9.3.3. shall not be in breach of the warranty at clause 9.3.1, and the Customer shall have no claim under the indemnity at clause 9.3.2, to the extent the infringement arises from:
(i) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;
(ii) any modification of the Deliverables or Services, other than by or on behalf of Creative Huddle; and
(iii) compliance with the Customer’s specifications or instructions.
9.4. The Customer:
9.4.1. warrants that the receipt and use of the Customer Materials in the performance of the Contract by Creative Huddle, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
9.4.2. shall indemnify Creative Huddle in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Creative Huddle arising out of or in connection with any claim brought against Creative Huddle, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of the Contract of the Customer Materials.
9.5. If either party (“Indemnifying Party”) is required to indemnify the other party (“Indemnified Party”) under this clause 9, the Indemnified Party shall:
9.5.1. notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clauses 9.3.2 or 9.4.2 (as applicable) (“IPRs Claim”);
9.5.2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
9.5.3. provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by Indemnifying Party of the Indemnified Party’s costs so incurred; and
9.5.4. not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
10. DATA PROTECTION
10.1. In this clause 10 the followings words shall have the following meanings:
10.1.1. “Data Protection Legislation” shall mean any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the processing of their personal data to which a party is subject, including the DPA, any other European Union legislation which apply to a party and any code of practice or guidance published by the Information Commissioner’s Office from time to time;
10.1.2. “DPA” shall mean the Data Protect Act 2018;
10.1.3. “process”, “personal data”, “data processor”, “data controller”, “data subject” shall have the terms given to them in the Data Protection Legislation.
10.2. If and to the extent that Creative Huddle processes any personal data on behalf of the Customer in connection with the Services, the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Creative Huddle is the data processor.
10.3. Both parties will comply with all applicable requirements of the Data Protection Legislation.
10.4. The Data Processing Appendix set out in the Data Processing Appendix sets out the scope, nature and purpose of processing by Creative Huddle, the duration of the processing and the types of personal data and categories of data subject in relation to the Services.
10.5. Without prejudice to the generality of clause 10.3, the Customer shall:
10.5.1. provide complete, accurate and lawful written instructions to Creative Huddle to govern the processing of personal data as initially set out in the Data Processing Appendix;
10.5.2. ensure that the Customer has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Creative Huddle for the duration and purposes of the Services; and
10.5.3. notify Creative Huddle without undue delay on becoming aware of a personal data breach which has or may have an impact on the processing carried out by Creative Huddle or the written instructions for processing.
10.6. Without prejudice to the generality of clause 10.3, Creative Huddle shall, in relation to any personal data processed in connection with the performance by Creative Huddle of its obligations under the Contract:
10.6.1. process that personal data only on the written instructions of the Customer as set out in the Data Processing Appendix unless Creative Huddle is required by the laws of England or by the laws of the European Union (for so long as and to the extent that they apply to Creative Huddle) to process personal data (“Applicable Laws”). Where Creative Huddle is relying on Applicable Laws as the basis for processing personal data, Creative Huddle shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Creative Huddle from so notifying the Customer;
10.6.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
10.6.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
10.6.4. not transfer any personal data outside of the European Economic Area (which includes the United Kingdom for the purposes of the Contract) unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or Creative Huddle has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Creative Huddle complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) at the Customer’s cost, Creative Huddle complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
10.6.5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
10.6.6. notify the Customer without undue delay on becoming aware of a personal data breach;
10.6.7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data;
10.6.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 10.6; and
10.6.9. at the Customer’s costs and on reasonable notice to Creative Huddle, allow for audits by the Customer or its designated auditor.
10.7. The Customer consents to Creative appointing third-party processors of personal data under the Contract. Creative Huddle maintain a list of current sub-processors. The current list of sub-processors is available at: https://www.creativehuddle.co.uk/sub-processors. Creative Huddle confirms that it has with the third-party processor entered into a written agreement substantially on that third party’s standard terms of business. Prior to appointing any other sub-processors who will be processing personal data in connection with the Services, Creative Huddle shall give the Customer 30 days’ prior notice after which time the Customer shall have 90 days’ to terminate the Contract if the Customer does not agree to the appointment. As between the Customer and Creative Huddle, Creative Huddle shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10.7.
10.8. Any changes made or additions to the requirements of the Customer in respect of its data processing requirements shall be dealt with via clause 6.
11.1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
11.2. Each party may disclose the other party’s confidential information:
11.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12. LIMITATION OF LIABILITY
12.1. This clause 12 sets out the entire financial liability of Creative Huddle (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
12.1.1. arising under or in connection with the Contract;
12.1.2. in respect of any use made by the Customer of the Services and Deliverables or any part of them; and
12.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
12.2. Except as expressly and specifically provided in the Contract:
12.2.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Deliverables by the Customer, and for conclusions drawn from such use. Creative Huddle shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Creative Huddle by the Customer in connection with the Services, or any actions taken by Creative Huddle at the Customer’s direction;
12.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
12.2.3. the Services and the Deliverables are provided to the Customer on an “as is” basis.
12.3. Nothing in the Contract excludes the liability of Creative Huddle:
12.3.1. for death or personal injury caused by Creative Huddle’s negligence; or
12.3.2. for fraud or fraudulent misrepresentation.
12.4. Subject to clause 12.2 and clause 12.3:
12.4.1. Creative Huddle shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
12.4.2. Creative Huddle’s total aggregate liability 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 Contract shall be limited to the total Charges paid for the Services during the 12 months immediately preceding the date on which the claim arose.
12.5. If Creative Huddle provides the Customer with advice or information or otherwise assists the Customer, (“Consultancy”) unless Creative Huddle expressly agrees to provide and the Customer agrees to purchase consultancy services, Creative Huddle shall not be liable to the Customer for Consultancy whether in contract, tort (including negligence), for any collateral contract or any other grounds.
13.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
13.1.1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
13.1.2. the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
13.1.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
13.1.4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
13.1.6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
13.1.7. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
13.1.8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
13.1.9. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
13.1.10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.3 to clause 13.1.9 (inclusive);
13.1.11. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
13.1.12. there is a change of control of the other party.
13.2. Where the Services are provided on an ongoing basis (as set out in the Service Schedule), either party may terminate the Contract on giving the other party 1 months’ written notice.
14. CONSEQUENCES OF TERMINATION
14.1. On termination or expiry of the Contract:
14.1.1. the Customer shall immediately pay to Creative Huddle all of Creative Huddle’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Creative Huddle may submit an invoice, which shall be payable immediately on receipt;
14.1.2. Creative Huddle shall on request return any of the Customer Materials not used up in the provision of the Services; and
14.1.3. the following clauses shall continue in force: 1, 7, 9, 10, 11, 12, 14, 15 and 16.
14.2. If the Contract is terminated by Creative Huddle in accordance with clause 13.1.1 and/or the Customer doesn’t comply with clause 14.1.1, the licence granted by Creative Huddle in accordance with clause 9.1.2 shall cease and the Customer shall immediately return any Deliverables supplied prior to the date of termination.
14.3. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
15.1. The Customer shall not, without the prior written consent of Creative Huddle, at any time from the date of the Contract to the expiry of 6 months after the termination of the Contract, solicit or entice away from Creative Huddle or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Creative Huddle in the provision of the Services.
15.2. Any consent given by Creative Huddle in accordance with clause 15.1 shall be subject to the Customer paying to Creative Huddle a sum equivalent to 20% of the then current annual remuneration of Creative Huddle’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
16.1. Creative Huddle shall not be liable for any failure or delay in performing its obligations as a result of a Force Majeure Event. If a Force Majeure Event continues for more 14 days, Creative Huddle shall be entitled to terminate the Contract by giving 7 days notice in writing.
16.2. The Customer shall not partially or wholly assign or sub-contract any of its obligations under the Contract.
16.3. Creative Huddle may perform any or all of its obligations under the Contract through sub-contractors, agents or other third parties, without the Customer’s written consent.
16.4. The Contract represents the entire agreement between the parties and supersedes all earlier warranties, representations, statements or agreements (whether written or oral). The Customer acknowledges that in entering into the Contract, the Customer has not relied on any, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract as a warranty.
16.5. Any notice under the Contract or required by statute, law or regulation shall be delivered in person, sent by registered mail, properly posted and fully pre-paid envelope to the respective parties at their respective registered or principal offices.
16.6. The parties intend that any person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (“Act”) to enforce any term of the Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from the Act.
16.7. If any provision is found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect the rest of the Contract, which shall remain in full force and effect.
16.8. Failure by Creative Huddle to exercise or enforce any of its rights or remedies under the Contract shall not constitute a waiver of any such right or remedy, nor shall it prevent the exercise or enforcement of the right or remedy at any time.
16.9. If the Customer is unhappy with any aspect of the Services, please contact Creative Huddle on the contact details set out on its website.
16.10. Unless otherwise expressly stated, nothing in these Terms shall create a partnership or agency between the parties.
16.11. If a dispute arises between the parties in relation to the Contract in any way, the parties shall first try in good faith to amicably resolve the dispute within 28 days of the dispute arising.
16.12. Subject to clause 16.11, the Contract and any dispute arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with English law and the parties submit to the courts of England & Wales having exclusive jurisdiction in relation to such.
17.1. The definitions in this clause apply in the Terms.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Services, as set out in the Service Schedule.
control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Creative Huddle: Creative Huddle Limited; registered office: 23 St Leonards Road, Bexhill On Sea, East Sussex TN40 1HH; registered company number: 07295980.
Customer: as set out in the Service Schedule.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Creative Huddle in connection with the Services, including the items provided pursuant to clause 4.1.4.
Deliverables: any output of the Services to be provided by Creative Huddle to the Customer as specified in the Service Schedule and any other documents, products and materials provided by Creative Huddle to the Customer in relation to the Services.
Force Majeure Event: includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (i) strikes lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; and (v) the acts, decrees, legislation, regulations or restrictions of any government; (vi) acts of third parties.
Intellectual Property Rights: intellectual property rights being, all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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.
Service Schedule: the service schedule for the Services agreed by or on behalf of the Customer which is accepted by Creative Huddle pursuant to clause 2.3.
Services: the services as set out in the Service Schedule, including services which are incidental or ancillary to such services.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Data Processing Appendix
Processing by Creative Huddle
1.1 Scope: To provide the Services
1.2 Nature: To research the Customer’s business by gaining insight from the Customer’s employees
1.3 Purpose of processing: To allow Creative Huddle to tailor the Services to the Customer’s business
1.4 Duration of the processing: During the provision of Services and for a period of 12 months after
2. Types of personal data: Name, job title, email address, opinion data
3. Categories of data subject: Employees of the Customer