In these Terms the following words shall have the following meanings:
- 1.1 Agreement means the agreement between Us and You governed by these Terms as varied from time to time.
- 1.2 Creative Directory means the directory compiled, maintained, and owned by TCD and made available to access at the Website under these Terms.
- 1.3 Intellectual Property Rights means copyright, patent, design right (registered or unregistered), service or trade mark (registered or unregistered), database right or other data right, moral right or know how or any other intellectual property right.
- 1.4 Literature means TCD's brochures, price lists, and advertisements in any type of media, including the content of the Website.
- 1.5 Order means the request for Services by You.
- 1.6 Service(s) means the supply of Services by TCD to You including but not limited to the granting of access to the Creative Directory.
- 1.7 Talent means any individual, company, partnership or organisation chosen by TCD to appear in the Creative Directory.
- 1.8 Terms means these terms and conditions of business.
- 1.9 Website means Our website located at www.TheCreativeDirectory.com.
- 1.10 We, Us, Our, and TCD are references to The Creative Directory Ltd a company incorporated in England and Wales with registered number 07545304 and whose registered office is situated at Unit 1 Colmans Wharf, 45 Morris Road, Poplar, London E14 6PA.
- 1.11 You and Your are references to the individual, company, partnership or organisation who accesses the Website and/or places an Order.
- 2.1 The Agreement shall come into existence when TCD accepts Your Order.
- 2.2 These Terms shall govern the Agreement to the exclusion of all other terms and conditions.
- 2.3 By submitting an Order, You shall be deemed to have accepted these Terms and You agree to be bound by these Terms when You place any Order.
- 2.4 We reserve the right to vary these Terms from time to time, such variations becoming effective immediately upon being posted on the Website. Your continued use of the Service shall amount to Your acceptance of any variations to these Terms.
- 2.5 These Terms, together with the Literature and Order, comprise the whole Agreement relating to the supply of Services to You by TCD. You have not relied on any representations save insofar as the same have been expressly incorporated in these Terms 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 Terms.
- 3.1 TCD shall use reasonable care and skill in providing the Services to You.
- 3.2 We reserve the right to make any changes to the Services described in Our Literature to conform with any applicable statutory requirements or which we deem appropriate in Our sole discretion.
- 3.3 Our Services are provided solely for Your use and shall not be used by any other party without Our written consent.
4. PRICE AND PAYMENT
- 4.1 The price payable for the Services shall be in pounds sterling as set out in the Literature. The price for the Services shall be exclusive of any value added tax or other similar taxes or levies, which You shall be additionally liable to pay to TCD.
- 4.2 Payment is due in full from You (without deduction, counterclaim, or set off) prior to the supply of Services to You.
- 4.3 TCD reserves the right to amend its prices from time to time and the Services will be charged at the price applicable at the date on which an Order is submitted.
- 4.4 If for any reason the payment made by You for the Services fails We may suspend the Services (including access to the Creative Directory) and charge You interest on the outstanding payment at the prevailing statutory rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 until the outstanding payment is made in full.
5. CANCELLATION OF SERVICES
- 5.1 If You want to cancel an Order submitted to Us then You must notify Us in writing as soon as reasonably practicable after the Order has been submitted. Unless otherwise agreed by Us in writing, You shall remain liable for any expenses or disbursements We may have incurred prior to receiving Your notice of cancellation.
- 5.2 If You cancel an Order in accordance with clause 5.1 above We will not refund You any part of the payment You have made to us prior to cancellation of the Order.
- 5.3 You agree that if You use/access the Services before the end of the seventh working day from the date of Your Order then you give up Your right to cancel Your Order under the Consumer Protection (Distance Selling) Regulations 2000 and the Consumer Protection (Distance Selling) Amendment Regulations.
- 6.1 TCD may suspend or terminate the Agreement without any liability to You with immediate effect if at any time (i) You fail to make any payment due to Us, (ii) You breach or commit or cause to be committed a material breach of these Terms, or (iii) You commit a breach of these Terms and You fail to remedy the breach within 7 days of receipt of a written notice to do so.
- 6.2 If the Agreement is terminated under this clause and You have made an advance payment We will not refund You any part of the payment You have made.
7. EVENTS BEYOND OUR CONTROL
- 7.1 We reserve the right without notice or liability to You to defer the date of performance or to cancel the provision of the Services (including access to the Creative Directory) if we are prevented from or delayed in the carrying on of Our business due to circumstances beyond Our reasonable control provided that if the event in question endures for a continuous period in excess of 60 days You shall be entitled to give notice to in writing to Us to terminate the Order.
8. WARRANTIES AND LIMITATION OF LIABILITY
- 8.1 We provide warranties and accept liability only to the extent stated in this clause.
- 8.2 We do not exclude or restrict Our liability for death or personal injury caused by Our own negligence or any other liability the exclusion of which is expressly prohibited by law.
- 8.3 In providing the Services You acknowledge and accept:
- (a) TCD's only obligation is to exercise reasonable care and skill in providing the Services.
- (b) TCD has selected the Talent for inclusion in the Creative Directory on the basis of TCD's own subjective assessment of the Talent's abilities and TCD has no control over the Talent and gives no warranties as to the quality of the Talent's abilities or the suitability of the Talent for the purposes which You may ultimately utilise, engage, contract with or employ the Talent.
- (c) TCD shall in no circumstances be liable for any indirect or consequential loss,damages or expenses (including without limitation loss of profits, contracts, business or goodwill) howsoever arising out of any problem, event, action, data loss or default of TCD or the Talent.
- (d) The Services have not been prepared to meet Your or anyone else's individual requirements and You assume the entire risk as to the suitability of the Services and waive any claim of detrimental reliance upon the same.
- (e) TCD cannot warrant or guarantee that the Website or any website linked to or from the Website will be uninterrupted or error free or free of viruses or other harmful components and furthermore TCD cannot warrant the performance of any linked internet service not operated by TCD. Accordingly, TCD shall not be liable for any damage or loss whatsoever caused by any virus, including damage to Your computer equipment, software, data or other property resulting from Your access to, use of or browsing of the Website, or as a result of downloading any material, data, text, images, video or audio from the Website, or by the contents of or Your access to any website linked to the Website or for inaccuracies or typographical errors of information on the Website.
- (f) Time shall not be of the essence with respect to the provision of the Services.
- (g) Any services other than Our Services which are advertised in the Literature are for information only and We are not responsible for any such services which You may use as a result of Our recommendation or otherwise. Any such third party services may be subject to the terms and conditions of the relevant third party service provider.
- 8.4 In any event, and notwithstanding anything contained in these Terms, TCD's total liability in contract, tort or otherwise shall not exceed £1000.00 (one thousand pounds sterling) in respect of any single claim, event, or series of related claims or events and, save as set out herein, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 8.5 You agree that in the event that We cease trading for any reason at any time neither Us nor our partners, bankers, or affiliates shall be liable to You for any direct, indirect or consequential loss.
9. INTELLECTUAL PROPERTY RIGHTS
- 9.1 You acknowledge that all Intellectual Property Rights in the Services are and shall remain owned by TCD and/or the Talent and nothing in these Terms purports to transfer, assign or grant any rights to You in respect of the Intellectual Property Rights.
- 9.2 You agree that You will treat as strictly private and confidential the Services and all information which You obtain from the Services.
- 9.3 You agree that You will not change, amend, remove, alter or modify the Services or any trademark or proprietary marking in the Services.
- 9.4 You agree to indemnify Us and keep Us indemnified from and hold us on demand 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 and penalties and legal and other professional costs and expenses) arising out of or in connection with a breach of this clause 9.
- 10.1 Our trading name and the Website are owned by us and are descriptive of Our Services.
- 10.2 Your use of the Website is at Your sole risk. The Website is provided on an "as is" and "as available" basis and We do not guarantee that the Website will be suitable for Your purposes or Your requirements. If Your PC or Mac (or other means of access to the Website) does not support relevant technology You may not be able to use certain Services or access certain information on the Website.
- 10.3 The Website is accessed via the World Wide Web which is independent of Us. Your use of the World Wide Web is solely at Your own risk and subject to all applicable national and international laws and regulations. We shall not be responsible for any information or service obtained by You on the World Wide Web.
- 10.4 The content of the Creative Directory is subject to change without notice.
- 11.1 You shall not be entitled to assign the Agreement or any part of it without Our prior written consent.
- 11.2 We may assign the Agreement or any part of it to any person, firm, or company.
- 11.3 The parties to these Terms do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to these Terms or a permitted assignee.
- 11.4 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.
- 11.5 Any waiver by Us of any breach of, or any default under, any provision of the Agreement by You will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
- 11.6 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.
- 11.7 Unless otherwise stated in these Terms, all notices from You to TCD or vice versa must be in writing and sent to TCD's registered office address as stipulated in clause 1.10 above or Your address (or email address) as stipulated in the Order.
- 11.8 The Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.