Creativeworld’s Terms and conditions

General Introduction

Thank you for visiting our Website. We respectfully request that any visitors entering our Website and using any of our services should take a little time to carefully read these terms and conditions, the privacy statement and the legal disclaimer. A copyright notice is set out below which also forms part of these terms and conditions. Any use of this Website and our services by you is subject to these terms and English law. By accessing our Website and/or engaging our services you will be deemed to accept these terms and conditions and to be bound by them.

We, Creativeworld, are a full service Design, Marketing and Multi-Media Agency. Our registered address is Saturn House, Mercury Rise, Altham Business Park, Altham, Accrington, Lancashire BB5 5BY. We are registered with Companies house as both CW Advertising Ltd. – Registration number 3116388 - and as ITFX Ltd. – Registration number 3845221. We are not obliged to accept any request from you to provide our services to you. We operate in the United Kingdom, the European Union and Worldwide. By engaging our services you agree to our terms and Conditions of business.

Creativeworld Agency

We accept orders and instructions only on the basis that those instructing us do so as principals and are liable directly to us for payment of our account. By engaging our services you agree to this.

Compatibility

Creativeworld always try to ensure that any websites we produce will function correctly on the server they are initially installed on and that they will function correctly when viewed with the latest versions of Microsoft Internet Explorer and Mozilla Firefox running on Windows XP Professional. Due to the large number of possible operating system and browser combinations we cannot guarantee our websites will function correctly on any other system.

Due diligence

In certain circumstances we are required by law to collect evidence of identity from our clients. If you fail to supply any due diligence which we request we will be unable to provide services to you.

Customer services

At Creativeworld we appreciate that things can potentially go wrong from time to time, so if for any reason you are unhappy with any aspect of our services, please contact us immediately either by telephoning or emailing your account manager. All complaints will be dealt with sympathetically and we will work with you to reach a satisfactory conclusion.

Adequacy of your instructions to us

We provide services only on the basis that those instructing us give us all proper, necessary and timely briefs and instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and that those instructing us indemnify us accordingly. Please ensure that you have the authority to commission and instruct Creativeworld. By engaging our services you agree to this.

Quotations and costs

Our quotes are valid for 30 days. Any pro-forma invoice payments are due immediately, with the remainder due within 21 days (for advertising) or within 30 days for all other invoices. Where applicable our quoted costs exclude VAT and any outside costs incurred (for example: travel, photography, stock imagery, delivery and courier charges) which will be quoted for separately upon confirmation of your agreed requirements.

Any work required that falls outside an agreed list of deliverables, in the absence of a quote or due to author's changes will be charged at our standard hourly rate.
Creativeworld will provide you with estimated timescale for progress and completion of all commissioned work and will exercise reasonable endeavours to meet those timescales (as long as you perform your obligations promptly). Any quoted dates or times are our best estimates only and we cannot guarantee that they will be met.

Copyright and publication

Creativeworld accept content material for printing and/or publication on the basis that those submitting the material are wholly responsible for ensuring it is free from all defamatory matter and does not infringe any copyright or any other third party rights, and that those instructing us indemnify us accordingly. By engaging Creativeworld’s services you agree to our terms and conditions.

Copyright to any photographic imagery commissioned by Creativeworld will remain the property of Creativeworld unless a specific agreements are made and are put in writing.The owner of the copyright in the photograph is the photographer – the person who creates it _ by default. However, where a photograph is taken by an employee of Creativeworld in the course of employment, the first owner of the copyright is the employer - Creativeworld, unless there is an written agreement to the contrary.

Bespoke development of web software copyright will be solely held by Creativeworld unless specific contracts stating otherwise have been drafted, agreed and co-signed by an authorised Creativeworld representative and the client. Any such a contract will only become valid upon Creativeworld’s receipt of any/all outstanding payments in full. By engaging Creativeworld’s services you agree to our terms and conditions.

Use of work for the promotion of Creativeworld

Creativeworld reserve the right to use any sample works produced by Creativeworld for the purpose of self-promotion – including any works developed during concept visual development.

Delivery of products and services

Products are delivered using first class post, fax or email (as appropriate), unless otherwise stated. Where you request an alternative method of delivery, you agree to meet those costs. These services will be provided using reasonable skill and care and where possible will offer the best available values for money.

The description and price of goods and services and delivery details will be provided in the confirmation of order and/or invoice despatched with the product or service. Products and services will be provided in accordance with the timescales set out in the Consumer Protection (Distance Selling) Regulations 2000 unless otherwise agreed with you.

Payment

You may be required to make a pro-forma payment in advance before we provide any goods or services to you. Where we have agreed credit terms for you, our invoices are due for payment 30 days from their date. We reserve the right to charge for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.

Non-completion of services

Where you instruct us to undertake any service, you will be responsible for all of Creativeworld’s costs-to-date in providing that service whether or not it proceeds to its conclusion or not. If your project (or any aspect of said project) is placed ‘on-hold’ for a period of time exceeding 12 weeks, you agree to pay for all works, costs and expenses incurred to date on the project.

Liability disclaimer

Creativeworld accept no liability for loss or damage (direct, indirect or consequential)including all loss of profit or business arising out of any single claim, event, or series of related claims or events (including claims based on negligence).

Changes to our terms and conditions

We reserve the right to make changes to these terms and conditions from time to timeand at our discretion. It is your responsibility to regularly revue the Terms & Conditions of Creativeworld.

Use of third party contractors

We may on very rare occasions, as your agency, directly or through an intermediary ask another contractor ("Third Party Contractor") to carry out some or all of any work which you instruct us to carry out for you. We shall pay the charges of Third Party Contractors on your behalf and recharge them to you with our own fees. We will take all reasonable care in selecting and instructing a Third Party Contractor. However, we have no control over the activities of a Third Party Contractor and therefore accept no responsibility for the services provided to you by that Third Party Contractor or for any errors or omissions in its work or products.

Third party reliance

Our services are provided solely for the use of our client and that client's own client on whose behalf the work has been commissioned and shall not be used or relied upon by any other third party.

Privacy policy and data protection

Creativeworld will use personal information which we hold about you to provide our services and products to you, for credit control and market research purposes and tooccasionally we may chose to inform you about our services and products or events which we believe may be of interest to you.

Creativeworld may only share your information with staff, clients, or other specialist networks with the sole purpose of completing your order or transaction. In order to provide services to you we may be required to pass your personal information to parties located outside of the European Economic Area in countries which do not have data protection laws equivalent to those in the UK. Where this is the case we will take reasonable steps to ensure the privacy of your information. Except in the situations listed above or as required or allowed by law or other regulation, we will not pass, disclose, rent or sell your personal information (other than any personal information which is already publicly available) to any third party without your prior consent. Creativeworld do not hold or retainany client credit card information.

Any personal information that you submit to our website is similarly subject to the terms set out in this privacy policy. By submitting your personal information, you consent to becoming a registered user of our website, and to us using the details that you have provided within the terms set out in this privacy policy. We may use the information to help us understand more about how our site is used by visitors and to enhance our services to you. By submitting your personal information, you give consent for us to contact you from time to time for marketing, advertising and public relations purposes and for as long as necessary for the purposes of fulfilling our obligations to you.

At Creativeworld we make every effort to ensure the security of our systems. Unfortunately, no data transference or storage can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information after we've received it, we cannot ensure or guarantee the security of the information.

You have the right, by written request and on payment of a small fee of £10.00, to a copy of any personal data (as defined in the Data Protection Act 1998) which we may hold about you.

Use of Cookies by Creativeworld

Cookies are small text files that are placed on your computer by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site.

The table below explains the cookies we use and why.

Jurisdiction

Contracts between us will be conducted in the English language and our relationship with you will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.

 

1. Hosting Services

Creativeworld agrees to:
1.1 provide the Services to the Customer providing payment for said services are made in full
1.2 provide the other services described upon the terms and conditions contained in this Agreement

2. Term

The Services shall commence on the Effective Date and shall remain in force for the Initial Term and from year to year thereafter, unless and until terminated in accordance with any of the provisions of clause 12 or any other clause of this Agreement

3. Payment

3.1 The Fee shall be paid by the Customer on the Effective Date and as provided on the appropriate Order Confirmation
3.2 Any charges payable by the Customer under this Agreement in addition to the Fee shall be paid within 14 days after the receipt by the Customer of Creativeworld invoice.
3.3 The Fee and other charges payable under this Agreement are exclusive of VAT which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by the law against submission of a valid tax invoice
3.4 Creativeworld shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of National Westminster Bank plc. calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment, whether before or after judgement
3.5 Creativeworld shall be entitled at any time after the Initial Term, to increase the Fee to accord with any change in Creativeworld standard scale of charges by giving to the client not less than 30 days’ written notice After the Initial Term, Creativeworld may adjust the Fees no more often than once per twelve (12) month period.
3.6 The Customer agrees that where a monthly fee is due, this is to be paid on or before the 01st of the month for which the service is to be provided. The method of payment for monthly fees shall be by standing order to the Creativeworld nominated bank account or by monthly invoice if agreed between Creativeworld and The Customer. Late payment of Fee's may result in the option of monthly payment being withdrawn or the Services being suspended

4. Services

4.1 During the continuance of this Agreement Creativeworld shall provide the Customer with the Service
4.2 The Customer shall supply in writing to Creativeworld a detailed description of any fault requiring support services in clause 4.1 and the circumstances in which it arose and shall submit sufficient material and information to enable Creativeworld’s support staff to duplicate the problem
4.3 When appropriate Creativeworld will endeavour to give an estimate of how long a problem may take to resolve. Creativeworld support staff will attempt to resolve a problem as soon as reasonably practicable. Creativeworld support hours are Monday to Friday from 09.00 to 17.30 (excluding national holidays)

5. Excluded responsibilities under the Services

5.1 Creativeworld shall be under no obligation to provide Services in respect of problems arising out of (a) tampering, modification, alteration or addition to the hardware or software, which is undertaken maliciously or otherwise by persons outside of the control of Creativeworld or its authorised representatives or (b) programs or hardware supplied (c)resolution of problems or server ‘clean up’ arising out of (i) compromise of server attributed to any script or code created or loaded by the Customer; or (ii) compromise of server attributed to any user password guessed or cracked and used to access the server. Where such services are required these will be charged at the emergency hourly rate in force at the time that service is required.
5.2 Creativeworld shall not be responsible for any back-ups of any data and the integrity of the data belonging to the Customer
5.3 Creativeworld shall upon request by the Customer provide the Service notwithstanding that the fault results from any of the circumstances described in clause 5.1 above. Any time spent by Creativeworld investigating such faults will be chargeable at Creativeworld then current rates. Creativeworld shall invoice such charges at its discretion and such sums shall be paid within 30 days of the date of said invoice.
5.4 Creativeworld shall not be obliged to make modifications or provide Service in relation to the Customer’s computer hardware, operating system software, or third party application software or any data fees or external data.

6. Warranty

6.1 Creativeworld warrants to the Customer that all services supplied under this Agreement will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.
6.2 The Customer acknowledges that it is the responsibility of the Customer to ensure that the facilities and functions described in the Order Confirmation Sheet meet its requirements.
6.3 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the satisfactory quality, fitness for purpose or ability to achieve a particular result, of the Customer Services is given or assumed by Creativeworld and all such warranties conditions undertakings and terms are excluded.
6.4 Creativeworld does not warrant that all Errors can and will be corrected. The Licensor shall use its reasonable endeavours to correct Errors so long as the Errors are replicable by Creativeworld or to provide a patch; or to bypass around such Error.
6.5 The Customer must promptly notify Creativeworld of any non-conformance to the above warranties in order to benefit from the remedy stated above, and in any event within 1 month.

7. Liability

7.1 Creativeworld shall during the term of this Agreement,  not in any way accept liability for any downtime of any hosting service provided by Creativeworld.
7.2 In no event will Creativeworld be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Creativeworld , whether such damages were reasonably foreseeable or actually foreseen.
7.3 Except in the case of personal injury, death and damage to tangible property, Creativeworld maximum liability to the Customer under this Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) will be for direct costs and damages only and will be limited to The Fee paid by the Customer for the Initial Term of the contract. in operation. The extension of such refunds shall be the sole remedy of the Customer and the sole liability of Creativeworld and shall be in full and final settlement of any costs, claims or demands of the Customer.
7.4 The parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
7.5 The Customer’s statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of actions, whether under statute, in contract or tort, including negligence, or any other form of action. For the purposes of this clause, Creativeworld includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.
7.6 Creativeworld shall not be liable to the Customer in relation to illegal or immoral material held by the Customer or material that breaches any third parties intellectual property rights and the Customer hereby indemnifies Creativeworld against any action costs claims or demands in relation thereto
insurance company of repute. Creativeworld shall on request supply copies of the relevant certificates of insurance to the Customer as evidence that such policies remain in force.
7.2 Save in respect of claims for death or personal injury arising from Creativeworld negligence, in no event will Creativeworld be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Creativeworld , whether such damages were reasonably foreseeable or actually foreseen.
7.3 Except in the case of personal injury, death and damage to tangible property, Creativeworld maximum liability to the Customer under this Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) will be for direct costs and damages only and will be limited to The Fee paid by the Customer for the Initial Term of the contract. in operation. The extension of such refunds shall be the sole remedy of the Customer and the sole liability of Creativeworld and shall be in full and final settlement of any costs, claims or demands of the Customer.
7.4 The parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
7.5 The Customer’s statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of actions, whether under statute, in contract or tort, including negligence, or any other form of action. For the purposes of this clause, Creativeworld includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.
7.6 Creativeworld shall not be liable to the Customer in relation to illegal or immoral material held by the Customer or material that breaches any third parties intellectual property rights and the Customer hereby indemnifies Creativeworld against any action costs claims or demands in relation thereto

8. Customer’s Warranty

8.1 The Customer warrants that it has not relied on any oral representation made by Creativeworld or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by Creativeworld which are only intended to convey a general idea of the products and services mentioned. The Customer has however relied upon the descriptions, illustrations, functions, specifications contained in the user manual and software specification Order Confirmation Sheet.
8.2 The Customer warrants that it shall comply in all material respects with all applicable laws, regulations and codes of conduct (whether statutory or otherwise) of the United Kingdom, and that all licences, permissions and consents required for carrying on its business have been obtained and are in full force and effect.

9. Customer’s obligations

9.1 The Customer shall:
9.1.1 Ensure that all passwords are at all times kept confidential and are in accordance with required industry standards, used properly and not disclosed to unauthorised people and if the Client has any reason to believe that any password has become known to someone not authorised to use it or if any password is being or is likely to be used in an unauthorised way or of any other breach of security then the Client shall inform Creativeworld immediately.
9.1.2 by arrangement, grant access to systems at all times to enable Creativeworld to carry out the Service;
9.1.3 when required enable logons or passwords to be available to Creativeworld staff (who will have their own logons);
9.1.3.1 ensure that their own IT systems are up to an acceptable standard and are not liable to cause issues with an Creativeworld Hosted server, shared or dedicated;
9.1.4 ensure that all passwords are kept secret and not disclosed to any unauthorised person
9.2 Accept the terms of Creativeworld ’s Acceptable Use Policy - available upon written request

10. Confidential information

10.1 The Customer undertakes to treat as confidential and keep secret the payment terms of this Agreement and all information contained or embodied in this Agreement and all documentation and/or information conveyed to the Customer as a consequence of this Agreement (collectively referred to as ‘the Information’).
10.2 The Customer shall not, without the prior written consent of Creativeworld divulge, any part of the Information to any person except;
10.2.1 the Customer’s own employees and then only to those employees who need to know the same;
10.2.2 the Customer’s auditors, an officer of Inland Revenue, an officer having a right, duty or obligation to know the business of the Customer, and then only in pursuance of such right, duty or obligation;
10.3 The Customer undertakes to ensure that persons and bodies mentioned in clause 10.2 are made aware, before the disclosure of any part of the Information, that the same is confidential, and that they owe a duty of confidence to Creativeworld . The Customer shall indemnify Creativeworld against any loss or damage which Creativeworld may sustain or incur as a result of the Customer failing to comply with such undertaking.
10.4 The Customer shall promptly notify Creativeworld if it becomes aware of any breach of confidence by any person to whom the Customer divulges all or any part of the Information and shall give Creativeworld all reasonable assistance in connection with any proceedings which Creativeworld may institute against such person for breach of confidence.
10.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.
10.6 Each party agrees with the other that it will keep all Confidential Information of the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn other than for the purposes of carrying out this Agreement except where such information is public knowledge or it is required to be disclosed by law.

11. Security and control

The Customer shall during the continuance of this Agreement:
11.1 effect and maintain adequate security measures to safeguard the server from access or use by any unauthorised person;
11.2 comply with all reasonable instructions of Creativeworld with regard to the use of the server including, without limitation, the implementation of upgrades to the server third party software, specified operating system and computer hardware which Creativeworld may provide from time to time.

12. Termination

12.1 The Customer may terminate this Agreement after the Initial Term has elapsed at any time by giving at least 30 days’ prior written notice to Creativeworld .
12.2. Creativeworld shall have the right to terminate the Agreement on notice in entirety or only in relation to the provision of any specific Service at the end of the relevant Initial Term or at any time thereafter subject to giving the other Party no less than 30 days prior written notice.
12.3 Either party may terminate this Agreement forthwith on giving notice in writing to the other if:
12.3.1 the other party commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of request in writing so to do, to remedy the breach (such request to contain a warning of intention to terminate)
12.4 Forthwith upon the termination of this Agreement, any licence made between Creativeworld and the Customer, and relating to any software or other materials subject to the Services under this Agreement, shall terminate in the manner provided in any such licence agreement.
12.5 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come onto or continue in force on or after such termination.
12.6 If Creativeworld terminates this Agreement pursuant to clause 12.2, then the Customer shall not be entitled to any refund of the Fee or any part thereof that has been paid.
12.7 Creativeworld may terminate this Agreement without prior written notice to the client where fees have not been paid in accordance with the terms.

13. Data protection

The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.

14. Interpretation

14.1 In this Agreement unless the context otherwise requires:
14.1.1 words importing any gender include every gender;
14.1.2 words importing the singular number include the plural number and vice versa;
14.1.3 words importing persons include firms, companies and corporations and vice versa;
14.1.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
14.1.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
14.1.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation;
14.1.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment;
14.1.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done respectively;
14.1.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.
14.2 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.

15. Agency, partnership

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

16. Amendments

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties to this Agreement.

17. Announcements

No party shall issue or make any public announcement or disclose any information regarding this Agreement, unless prior written consent has been obtained from the other party.

18. Assignment

18.1 This Agreement is personal to the parties and, subject to clause 18.2 below, neither this Agreement nor any rights, licences or obligations under it, may be assigned by either party without the prior written approval of the other party.
18.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all, or of substantially all, of such party’s equity securities, assets or business relating to the subject matter of this Agreement, or to any entity controlled by, that controls, or is under common control with, a party to this Agreement. Any attempted assignment in violation of this clause will be void and without effect.

19. Entire agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

20. Force majeure

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 30 days, either party may terminate this Agreement by written notice to the other party.

21. Notices

21.1 All notices under this Agreement shall be in writing.
21.2 Notices shall be deemed to have been fully given:
21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
21.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
21.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

 

22. Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

23. Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

24. Counterparts

With the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed) Creativeworld may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that Creativeworld shall remain liable for such performance and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of such agents or sub-contractors.

25. Set-off

Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any such that would otherwise be due to the other party under this Agreement.

26. Third parties

The parties confirm their intent (except as provided in clause 7.5) not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

27. Proper law and jurisdiction

This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions.

28. Non-solicitation of staff

The Customer agrees that during the term of this Agreement and for an additional period of 2 years after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the Supplier engaged in the performance of the Services without the prior written consent of the Supplier.