Creatomatic Terms of Business
This document and the accompanying Proposal sets out the Agreement between us, Creatomatic Limited, and you, the Client. The services you are hiring us to provide and the price are as outlined in our Proposal.
We’ll always do our best to fulfil your needs and meet your expectations but it’s important to have things written down so that we both know what’s what; who should do what and when; and what will happen in the event of a disagreement.
In this contract you won’t find any complicated legal terms or long passages of unreadable text. What we want is what’s best for both parties, now and in the future – so it’s important that all involved understand what they are agreeing to.
This contract was last updated on the 17th of May 2022.
What do both parties agree to?
- You have the authority to enter into this contract on behalf of yourself, your company or your organisation.
- You’ll give us the information and assets – content, copy, images, video files, etc. – we request to complete the project.
- You’ll be responsible for the accuracy of the material you give us.
- You’ll provide this in the formats we ask for and in a timely enough manner to allow us to complete the project as agreed.
- You’ll review our work, provide feedback and approval by signing-off in writing if and when requested, in a timely manner. Deadlines work two ways, so you’ll also be bound by dates we set together.
- You agree to stick to the payment schedule set out in the Proposal.
- We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner.
- We’ll endeavour to meet every deadline that we have agreed.
Unless agreed separately, our project will include an estimated timescale for the work we’ve proposed carrying out. This is subject to all required information being provided as required in a timely manner, as outlined above.
Should Creatomatic be unable to obtain required information – for instance, brand assets, imagery, copy or sign-offs – for a period of more than twenty working days, your project may be placed on hold in order to allow us to meet other ongoing commitments. We will notify you if we don’t hear from you after ten working days, and again if the project is placed on hold at any time after this deadline.
A project being placed on hold means that it may take more time before we’re able to pick the works up again, and may also incur further costs from administration and time taken to restart the project. We do not charge a specific admin fee for placing a project on or off hold.
Your project estimate and cost specification may include a suggested contingency fund as part of the project costs. This will enables us to cover overruns and work outside of the specification if required.
We’ll always notify you in advance if your project reaches the budgeted number of hours or a request falls outside of the scope of development, and will only ever use this budget with prior agreement.
If a contingency is required and approved during the course of project delivery, we’ll submit an invoice any additional contingency budget on completion and sign-off of the project unless an alternative arrangement is agreed separately.
We both agree not to disclose any Confidential Information and will take reasonable steps to ensure our employees and anyone else either of us involved in the project keep Confidential Information confidential. Confidential Information means information relating to our business or your business that is not already in the public domain, such as trade secrets, terms of contracts, inventions, designs, pricing, accounts, financial reports, employee, customer and supplier details and any documents marked “confidential”.
We both agree that information we provide each other for the project is only to be used for that purpose.
Any information stored by Creatomatic is stored under the EU General Data Protection Regulation (GDPR) agreement.
Please let us know if you require a Non-Disclosure Agreement to be signed prior to beginning work on your project.
We will seek sign-off at the design stage before moving on to website design or print. We create look-and-feel designs, and flexible layouts which adapt to the capabilities of many devices and screen sizes. We create static visuals for desktop and – if agreed – mobile designs, which you will be asked to sign-off before your project moves to the build stage. You’ll have opportunities to review our work and provide feedback. We use Adobe XD for previewing work, and email for visuals for print and branding design.
Once designs are approved and signed off, it becomes more time consuming and/or difficult and ultimately more costly for you to make changes. We will supply estimates and costs for any additional work requested prior to carrying this out.
If you do not sign-off a stage we reserve the right not to proceed to the next stage until your written approval is received.
We reserve the right to reuse elements of any design work from project to project. When we’re commissioned to provide a bespoke design service, we’ll always use our discretion to ensure that designs are recognisable as being unique to your brand.
Changes and revisions
We don’t want to limit your ability to change your mind.
If you request changes after sign-off this may incur additional charges. If you request changes or add anything new, we’ll provide a separate estimate for this additional time on request. If, at any stage, you terminate this contract then, separate from any liability for hosting, you will pay us in full for the work carried out until that point and any unavoidable costs or outlays we have incurred, or will incur, on your behalf despite termination of the contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website.
In cases where we are inputting copy on your behalf, this should be supplied electronically, ideally in Word (.doc/.docx), Plain Text (.txt/.rtf) or Google Docs format. Copy supplied handwritten or in any format that needs to be typed up will be done so at our standard hourly rates, as set out in our Proposal, if required.
We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.
Training is normally provided prior to launching your new website, if included in our Proposal, allowing you to input and manage your own content on an ongoing basis.
It is your responsibility to ensure that you have the appropriate licences and rights for all copy supplied and used on your website.
Graphics, photography, video and audio
You should supply graphic files in an editable, vector digital format – PDF, AI, EPS or PSD formats are ideal. You should supply photographs in a high resolution digital format as JPG or PNG files.If you choose to use stock photography, video or audio, we can recommend stock libraries. If you’d like us to search and select photographs for you, we can provide this as a separate chargeable service. Stock libraries retain copyright and charges are for one time use only unless otherwise agreed in writing.
If we instruct a photographer or illustrator on your behalf they will retain copyright in their work and the charge is for one time use only unless otherwise agreed in writing.
It is your responsibility to ensure that you have the appropriate licenses and rights for all images used on your website.
Copying or editing any part of the code which makes up your website is also forbidden as is re-using any part of our code as the basis for another system. Doing this is in breach of our licence agreement, and may lead to suspension of services and recovery from you of any resulting costs.
We reserve the right to reuse code elements from project to project. When we’re commissioned to provide a customer-facing bespoke development service, we’ll always use our discretion to ensure that front end elements are recognisable and distinct to your brand.
Websites which include a subscription to a proprietary system we’ve developed, including but not limited to our SuperControl system, sam, or our estate agency management system gen, cannot have their code or framework modified, customised or accessed by anyone other than Creatomatic Ltd or our authorised representatives.
Our browser testing will ensure that a person’s experience of a design and build is appropriate to the capabilities of a browser or device, subject to the following.
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and Mozilla (Firefox). We’ll also test to ensure that people who use Microsoft Internet Explorer 9 and newer on Windows get a usable experience.
We won’t test in other or older browsers unless we separately agreed in writing. If you need an enhanced design for an older browser, we can provide a separate estimate for this service.
Mobile browser testing
Mobile browser testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using, subject to the following:- We test our designs in Safari and Chrome on iOS (iPhone and iPad) and Chrome on Android.
We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless separately agreed in writing. If you need us to test using these, we can provide a separate estimate for that.
When we build your site, we’ll set you up with a Hosting Account on one of our development servers. While development takes place, there will be no charge for this unless you require a temporary holding page put in place (i.e. a page that is publicly viewable on your chosen domain name).
Hosting is a monthly rolling contract that automatically renews unless effectively terminated. The monthly fee is payable in advance and once the live hosting account has been set up – usually once either a holding page or your development has been cross platform tested – we will set up a monthly recurring invoice which covers the subsequent months hosting.
If you do not want us to renew your Hosting Account, you must notify us in writing giving us 30 days notice. In the absence of such notice your Hosting Account will continue for another month and cannot be cancelled nor refunded. There are no partial refunds available for accounts which are cancelled part way through the month.
Our managed and supported Hosting Packages include regular on and off-site backup services, essential server maintenance and security. If we’re made aware of a security update which specifically affects your site, we’ll update this for you.
However, if your site has an issue which is not our fault, we will charge for the time it takes to restore the damage at our standard hourly rates. Examples of this include:
- Security breaches due to insecure passwords or third-party plugin installation
- Accidental content deletion
- Internal sabotage
Our Shared Hosting Packages include 14 day snapshot backups, with rolling backups over up to six months.
If you wish to transfer out a Hosting Account and have effectively terminated it with no outstanding invoices due to us, we will cooperate with you to make this transition. We can provide archive backups and transfer domain names to assist with moving your site across to its new home. There may be an administration cost for certain sites or cases where we will render a fee to cover our time, which we will advise you of in advance.
If a project in development is delayed by the client, we may charge a hosting fee to cover the cost of the development hosting account. We’ll notify you of this in advance.
Any domain names registered by Creatomatic on your behalf will be done so in the client’s name, and will be transferred to a domain name registration provider of your designation upon request. If you wish to transfer your domain name to another provider, all that we ask is that any outstanding invoices and renewal fees are settled in full prior to the transfer. Whilst we don’t charge an administration fee to transfer your domain name out to another provider, we are not responsible for any charges or fees levied by your new provider, e.g. some domain name providers charge for incoming transfers. These fees are the client’s responsibility.
Search Engine Optimisation (SEO)
We do not guarantee any improvement to a search engine ranking, nor can we promise to get a site higher up or to the ‘top of Google’ – as Google and the search engines themselves control this. We will build your site in a way that is accessible to search engines.
Our standard sign-off process includes ensuring that tracking codes for both Google Analytics and Search Console tools are in place. Where at all possible, this will be set up using a Google account in your name, not ours – allowing you full, unrestricted access to your tracking data.
Unless otherwise agreed in writing, Creatomatic built WordPress websites have the following SEO features as standard:
- XML Sitemaps (usually powered dynamically by Yoast, a trusted third party SEO plugin)
- Editable URL’s, Page Titles, Header tags and Meta Descriptions
- Protection against duplicate URL’s
- Clear URL’s (e.g. www.yourwebsite.com/service) that are easy for both users and search engines to read and understand
We’ll carry out our work in accordance with industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we cannot guarantee that our work will be error-free, and we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
You will have 14 days from the date we make the web site available to you for checking to report any issues regarding design, content or functionality. Any issues reported within this period may be chargeable if they amount to a variation, addition or correction to material you provided. Any such issues we are asked to address after this or after the date of the site launch may be chargeable.
Intellectual Property Rights
“Intellectual Property Rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world. You warrant that all elements of text, images or other artwork you provide are either owned by you or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect and indemnify us from any claim by a third party in respect of their Intellectual Property.
We warrant that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect and indemnify you from any claim by a third party in respect of their Intellectual Property unless the claim relates to the modification made by you or at your request to any material or software.
Provided you’ve paid for the work, and that this contract hasn’t been terminated, we will transfer ownership of the website design to you and the visual elements we created for it, except as otherwise stated in this contract.
We’ll give you source files and finished files for you to keep if requested as we’re not required to keep a copy.
You will continue to own the intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or separately, from this project which we’ve not agreed to transfer and which you’ve not paid for. We’ll own the unique combination of these elements that constitute a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Transferring our work
Provided you’ve paid all sums due and effectively terminated your contract with us, you’re free to take work you have commissioned us to do to another provider, subject to the terms set up under ‘Code’ above. This might include, but is not limited to:
- hosting your website elsewhere
- having graphics we’ve designed printed by a third party
- allowing an external IT agency to manage your email
- allowing a marketing or PR agency to manage your social accounts
If you wish to move the hosting of your website to another provider, we will provide an encrypted backup of your website and database following your written request. There may be a charge for this.
If you would like graphics to be printed by a third party, we’ll supply AI, PDF or other file formats as appropriate on request. There may be a charge for this.
If you would like an external agency to manage your email or social accounts, we’ll supply the required credentials as required on receipt of a written request. There may be a charge for this.
Nothing in this ‘Transferring Our Work’ section applies to websites which include a subscription to a proprietary system we’ve developed, including but not limited to our SuperControl system, sam, or our estate agency management system gen. In the case of a subscription-based platform, we’ll supply a backup of all files and data on request, but this will not include the subscribed software files or any customisation applied to the subscribed software.
This is partly because our subscription-based system has to be connected to our hosting network in order to provide updates, and partly in order to protect our intellectual property (see Intellectual Property Rights, above).
Sharing our work
Unless specifically agreed otherwise in writing, we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, social networks, in magazine articles and in books.
We issue invoices electronically and our payment terms are 21 days from the date of invoice.
All proposals are quoted in GBP (£) Sterling and, where appropriate, payments will be made at the equivalent conversion rate at the date the transfer is made. If you are based overseas or are paying in any currency other than GBP (£) Sterling, you agree to pay all charges associated with international transfers of funds.
The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge late payment compensation and compound interest on all overdue commercial debts at the rate of 8% per month or part of a month inline with UK Government guidelines.
You can pay by bank transfer:
- Sort code: 80-45-23
- Account number 10086163
Or by sending a cheque made payable to Creatomatic Ltd, to 25 High Street, Lockerbie, DG11 2JL (BACS preferred).
We have the right to retain material produced for you until all outstanding invoices have been paid. In the event of non-payment we reserve the right to suspend further services, terminate the contract and suspend or remove your web site.
The final small print
This Agreement cannot be varied unless agreed in writing with a Creatomatic Director. Neither of us can transfer this contract to anyone else without the other’s written permission.
We both agree that we will adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
If for some reason any provision of this contract shall be unlawful, void or unenforceable then that provision shall be deemed severable from the contract and shall not affect the enforceability of the remaining terms.
Although the language is simple, the intentions are serious and these Terms together with our Proposal form a contract under Scots Law subject to the exclusive jurisdiction of the Scottish courts.