In these Conditions (as hereinafter defined) the following words shall have the following meanings:-

1.1. ‘We', ‘us' and ‘our' are references to ST Creative.

1.2.‘You' and ‘your' are references to the company, partnership or organisation who is entering into the Agreement with ST Creative Limited and includes your employees or agents.

1.3. ‘Agreement' means any agreement between you and us for the supply of Services which is subject to these Conditions.

1.4. 'Conditions' means these standard terms and conditions of ST Creative Limited.

1.5. ‘End Product' means but is not limited to the design of projects as specified which we design on your behalf.

1.6. ‘Information' means all information supplied by you to us in connection with the provision of the Services including, but not limited to, advertisements, articles, written, electronic or verbal information, material, words, phrases, logos, graphics, designs.

1.7. ‘Services' means the supply of services by us to you as set out in the Agreement.

2.1. These Conditions apply to all Agreements and any variation to these Conditions (unless expressly permitted by these Conditions) and any representations shall have no effect unless expressly agreed in writing and signed by you and signed by our duly authorised signatory.

2.2. The Agreement will come into existence when you communicate your acceptance of these terms by signing our standard acceptance of proposal.

3.1. The price payable for the Services is the price (in pounds sterling) set out in the Agreement and is exclusive of VAT (and/or any other applicable taxes) for which you will be additionally liable.

3.2. We reserve the right to increase prices from time to time.

3.3. Once a design has been agreed (verbally or in writing), and it has been applied, changes to design may incur an additional cost.

4.1. Payment is due on invoice unless otherwise stipulated in writing. Receipts for payment will be issued only upon request.

4.2. If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:-

4.2.1. Suspend Services to you forthwith.

4.3. All payments payable to us under an Agreement shall become due immediately if Services are suspended for non-payment.

4.4. You will make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5.1. If you should decide to cancel the agreement before the final product is delivered it is understood that you will indemnify us in full against all losses, costs and expenses incurred by us as a result of such cancellation or suspension, such sums to be an immediate debt due from you.

6. Websites

6.1. Domain Names

6.2. Domain names will only be registered after written instruction from the client.

6.3 If an Internet domain name is to be registered by ST Creative Limited on behalf of the client whilst it may be registered in the name of the client it will only become the client's property once ST Creative has received from the client all sums due to ST Creative under any contract.

6.4. A transfer fee of £50.00 (fifty pounds sterling) would be chargeable at the end of the contract period if the client should wish to retain a domain name acquired by ST Creative during the rental period.

7. Hosting

It is agreed that all websites will be hosted by ST Creative. No liability will be accepted in the event of website downtime.

8.1.2. you have all the necessary permissions and consents to enable us to use the information for the provision of the Services.

8.2. You agree to indemnify us and keep us indemnified from and hold us on demand and harmless from and against all costs, claims, demands, actions, proceedings, liabilities, expenses, damages or losses (including, without limitation, consequential losses and loss of profit, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with:-

8.3. any breach by you of the warranties and obligations set out in clauses 8.1 and 8.2; or

8.4. any breach by you of these Conditions; or

8.5. any claim by a third party that the Services infringe intellectual property rights or other rights of a third party or any applicable UK or international legislation or regulations; or

8.6. any failure by you to carry out your contractual obligations to users of the End-Product.

8.7. Without prejudice to clause 8.3, you agree to pay all costs, damages, awards, fees and judgments finally awarded against us arising from such claims and you will provide us with notice of all claims or allegations, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims at your sole expense.

9.1. The following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any breach of these Conditions and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

9.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement, including any implied warranties of satisfactory quality and fitness for a particular purpose.

9.3. Subject to Clauses 9.2 and 9.3 our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the amount [which you have paid us under the terms of the Agreement], and we shall not be liable to you for any of the following:

9.3.1. special, direct, indirect, incidental, consequential or punitive damages.

9.3.2. any economic losses (including without limitation, loss of revenues, profits, anticipated savings, contracts, royalties or business).

9.3.3. loss of good-will, reputation or otherwise.

9.3.3. costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Services, the End-Product or the Agreement.

9.4. We will not accept any liability or loss as a result of the actions of other users of the End-Product or any authorised or unauthorised entry, editing, modification, or amendment of the End-Product, including any amendment of the End-Product by us under your directions, or by you or third parties.

9.5. We shall not be liable for any damage or loss whatsoever caused:

9.5.1. by any virus, including damage to your computer equipment, software, data or other property resulting from your access to, use of or browsing in any End-Product designed by us.

9.5.2. as a result of downloading any material, data, text, images, video or audio from any End-Product designed by us.

9.5.3. by the contents of any website linked to the End-Product, including damage caused by your access to any such linked website.

9.6. We will use our reasonable commercial endeavours to provide the Services in accordance with this Agreement and within the estimated time. We shall not be liable for any failure to meet obligations under this Agreement due to delays, non-delivery, wrong delivery or any and all service interruptions caused directly or indirectly by us. In the event of any such delay, the time for carrying out the Services shall be extended accordingly.

9.7. You accept that the Services are provided at your direction and all content for the End-Product are based on Information provided by you and that we will not accept any loss or liability relating to inaccuracies, typographical errors or the omission of Information from the End-Product. You accept that the End-Product and any amendments or modifications which we carry out upon your request have been approved by you.

You acknowledge and agree that any and all copyright connected with the design and development of the End-Product and the contributory software written by us ('the Software') (and which does not belong to third parties) shall belong to us. We grant to you a non-exclusive licence to use the Software and subject to clauses 9.4 and 9.5 to make any amendment or modification to the content of the site.

10.1. The rights in respect of trademarks, trade names, copyrights, patents and other intellectual property rights connected with the Information belong to you.

10.2. All trademarks, trade names and domain names which appear on the End-Product which relate to ST Creative Limited belong to us.

10.3. We reserve the right to be identified as authors of the End-Product by including our name, logo and a hyper-link to our website on any or all pages of the End-Product.

10.5. ST Creative may at our discretion publish draft versions of the web site or other design material to a sub section of their domain name www.st-creative.co.uk or other domain names, which we own in order for the client to review the project.

Information which is stated by you to be confidential prior to or at the time of its disclosure shall be treated as such by us and our agents and shall not be disclosed otherwise than with your consent or until such information falls within the public domain unless we have reason to believe that such action is necessary to:

11.1. comply with legal requirements or legal process

11.2. enforce the provisions of these Conditions; or

11.3. act to protect the interests of users of the End-Product or our other clients

11.4. and we will not be liable in any way in respect of any such disclosure of information.

12.1. Any notices given pursuant to the Agreement shall be done via email and if given by you shall be sent to info@st-creative.co.uk or if given by us shall be addressed to your primary email address (in the case of a company) or to any address set out in any document which forms part of the Agreement or to such other address as notified by you to us and may be delivered by hand to such address or sent by recorded delivery or first class post thereto whereupon the same shall be deemed to have been received on the day of delivery, if delivered by hand or 48 (forty eight) hours after posting.

13.1. Although we will at all times endeavour to deliver work according to agreed deadlines, failure or delay by us in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of our rights under the Agreement.

13.2 If any provision or part of a provision is held to be invalid or unenforceable by any court or other body of competent jurisdiction, that provision or part of that provision shall be deemed severable and the other provisions or the remainder of the relevant provision will continue in full force and effect.

13.3 ST Creative reserves the right to receive full payment for the project on delivery of invoice. Failure to do so could result in the website being taken off line.

13.3. The Conditions and Agreement and the documents referred to in them, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter covered in the Proposal. No oral explanation nor oral information given by any party shall alter the interpretation of these Conditions. You have not relied upon our representations save insofar as the same have been expressly incorporated in these Conditions or the Proposal and you agree that you shall have no remedy in respect of any misrepresentation (other than fraudulent misrepresentation) which has not become a term of these Conditions.

14. Law