1. Definitions

‘CoCreate’ is the trading name of CoCreate Design and Marketing Ltd.

‘Design material(s)’ refers to all designed material(s) including but not limited to intellectual property, graphic designs, illustrations, print, text, web media, software applications, websites, mobile applications, code, DVD’s, CD-ROM’s, animations, video and presentations.

'Client' refers to the entity that is the customer of CoCreate.

‘Hosting services’ refer to all on going internet related services provided by Cocreate, including website hosting, database hosting, provision of email (incoming and / or outgoing), domain name hosting and / or registration, Domain Name Server (DNS) services, email and / or website hosting support and management and Software as a Service (SaS) and subscription based software. Hosting services do not include any client side software or hardware.

'Project' refers to the delivery and / or provision of Design material(s) and / or Hosting services by CoCreate to the client as part of a contract between CoCreate and the Client.

‘Uptime’ refers to the period of time during a contract with CoCreate whereby, ‘Hosting Services’ are provided effectively with the exception of any maintainence, support, management or service level agreement.

'Fair use'  is deemed as the average level or amount of use of the type of service being provided by CoCreate to the client for a similar type of project and / or client of CoCreate.

'Registrant' is the named legal entity for the registration of a domain name.

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2. Changes to these Terms and Conditions

a) These conditions shall be deemed to be incorporated in all contracts of CoCreate to provide Hosting services or Design material(s) and in the case of any inconsistency with any order or form of contract sent by the client to Cocreate whatever may be their respective dates the provision of these Conditions shall prevail unless expressly varied in writing and signed by a director of Cocreate.
b) These terms and conditions may be updated from time to time, and may affect the provision of your service. It is the duty of the client to check these terms and conditions and ensure that they have read and understand them.

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3. Contract Specifications (Requirements).

a) Specifications and fees shall be agreed in writing and signed off by an appropriate representative of the client, and a director of CoCreate before acceptance of any contract.
b) Specifications can be produced in a formal written quotation or by email from CoCreate.
c) It is the responsibility of the Client to ensure that the specifications and any advice provided by CoCreate are suitable for their purposes.
d) It is the duty of the client to ensure the suitablity of any specifications and advice given by Cocreate.
e) Where the Client fails to provide sufficient information, CoCreate accepts no liability for any resulting impact on costs, timelines or delivery, and any additional work required shall be chargeable at CoCreate’s standard rates.
f) The Contract Specifications may also include an estimated delivery time for the project. The estimated delivery time is a guideline only. Time shall not be of the essence in this contract unless expressly agreed in writing. Unless otherwise expressly agreed in writing by a Director of CoCreate, the delivery time is only an estimate and not binding, should this delivery time not be met, for any reason, this will not invalidate or affect the contract in any way, and Cocreate will not be liable for any direct or indirect costs or damages incurred to the client as a result of the delivery time not being met.
g) Amendments or additions to the Contract Specifications shall only be by mutual agreement, and Cocreate shall reserve the right to adjust the previously agreed fee subject to our conditions of payment. The amendments must be in writing and agreed in writing by a director of CoCreate.
h) In the event a fixed fee is not be agreed, and the client instructs CoCreate to carry out work where that instruction is accepted by CoCreate, fees shall be charged in accordance to our standard hourly rates, which will be billed to the client and rounded up to the nearest 30 minutes to cover all time incurred by CoCreate in satisfying the works instructed by the client. Any third party costs incurred by CoCreate in satisfying the works would also be billed to the client.
h) Notwithstanding that Cocreate may have given a detailed quotation no order shall be binding on Cocreate unless and until it has been accepted in writing by a director of CoCreate or an authorised representative.

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4. Instruction & Acceptance of a Contract

a) Instruction of any contract will only be accepted in writing from an appropriate representative of the client, either by email or by completing a client instruction from within the applicable quotation. The instruction must be acknowledged and accepted in writing by a director of CoCreate.

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5. Service Contracts / Maintenance Contracts / Service Level Agreements.

a) Specifications shall be agreed and signed off by both parties before agreement of the service fees to be charged under the contract, and the service levels to be provided by CoCreate.
b) Amendments or additions to the specifications shall only be by mutual agreement, and Cocreate shall reserve the right to adjust the previously agreed fees subject to our conditions of payment. Any amendments must be in writing and signed by a director of CoCreate.
c) The specifications shall detail;

1. the period of the contract,
2. the amount of time to be provided by CoCreate to complete work and provide services under the contract,
3. the period of any scheduled servicing,
4. the extent of any scheduled servicing,
5. the limits on work to be covered as servicing rather than the subject of a new contract,
6. the limit of such tasks as shall be deemed to be within the service contract,

d) CoCreate shall only action works that fall within the specifications of the contract.
e) CoCreate shall only action works that are given in writing by an appropriate representative of the client and accepted by CoCreate.
f) CoCreate shall deduct the time taken to action works, rounded up to the nearest 30 minutes, from the time specified in the contract.
g) CoCreate shall keep a record of time and works throughout the duration of the contract. The record of works may be produced to the client upon request.
h) Time within the contract is non transferable and non refundable. At the end of the contract period, any surplus time shall expire.
i) At their sole discretion, CoCreate reserve the right to refuse to action any works that they feel falls outside the limits of the contract.
j) Unless expressly stated, service contracts do not include any third party costs, such as production costs, print costs, hardware and equipment costs, software costs, or sub contracting costs.

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6. Warranties and Guarantees.

a) No warranties or guarantees are offered or made on the suitability of any Design material(s) or software used in or to produce Design material(s).
b) Design material(s) or any service are not offered on a trial basis.
c) Prices and manufacturer’s specifications on software or services, supplied by CoCreate, are subject to change without notice. Minor specification variations shall not entitle the purchaser to rescind the contract. Prices may change due to currency fluctuations.
d) Claims against damage, non-functionality and wrong delivery must be made in writing within seven days of receipt.
e) If third party Services or Software is part of our supplied service or Design material(s), those third party services or software is supplied subject only to the manufacturer’s warranties and guarantees.
f) CoCreate do not warrant the suitability of software or Design material(s) for any particular purpose.
g) CoCreate do not guarantee the compatibility or functionality of software or Design material(s) unless expressly stipulated in the contract.
h) CoCreate cannot give guarantees or warranties of functionality or compatibility of Design material(s) or hosting services after the completion of the initial contract.
i) CoCreate guarantees a minimum service level of ‘99% uptime’, concerning the provision of hosting services. ‘Uptime’ is calculated for the 12 month period from the date of the initial provision of service. For a 12 month period, this equates to 8672 hours. If the ‘uptime’ falls below this level, Cocreate shall only be liable to refund moneys paid for hosting services apportioned to the difference between actual ‘uptime’ and the guaranteed ‘uptime’, calculated at the end of the contract period.
j) CoCreate shall not be liable for any consequential loss as a result of any failure in the provision of hosting services or in the event of failure to meet it’s service level guarantee.
k) CoCreate shall not be liable for any costs, claims or damages arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or by reference to accrual of such, claim, damages or expenses on a time basis.
l) If the client shall be in breach of any of their obligations under the contract CoCreate may suspend further deliveries of goods, services or Design material(s) without notice until any breach or defaults by the client are remedied to the full satisfaction of the contract.

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7. Intellectual Property Rights

7.1 Definitions
For the purposes of these Terms, “Intellectual Property Rights” means all copyright, design rights, database rights, patents, trade marks, domain names, rights in software, know-how, trade secrets, moral rights, and any other intellectual property rights, whether registered or unregistered, and all applications and renewals thereof.

7.2 Ownership
Unless otherwise expressly agreed in writing:
a) All Intellectual Property Rights in any materials, designs, code, software, documentation, graphics, or other works (“Deliverables”) created by CoCreate in the course of providing the Services shall remain the sole property of CoCreate until payment in full has been received.
b) Upon full payment, the Client shall be granted a non-exclusive, royalty-free, worldwide, perpetual licence to use the Deliverables for its internal business purposes and for the purposes specified in the relevant Contract.
c) This licence does not permit the Client to resell, sub-license, redistribute, modify or otherwise exploit the Deliverables for commercial gain without CoCreate’s prior written consent.

7.3 Moral Rights
The Client acknowledges that certain authorship rights (known as “moral rights”) may subsist in the Deliverables. To the extent permitted by law, CoCreate and its employees waive any such rights to the Deliverables in favour of the Client.

7.4 Third-Party Materials
Where Deliverables incorporate any third-party software, fonts, images, stock content, or open-source components, such elements are subject to the relevant third-party licence terms. CoCreate warrants that it has the right to incorporate such materials, but the Client’s rights to use them shall be limited to the extent of CoCreate’s licence.

7.5 Confidential Information and Trade Secrets
All methodologies, processes, tools, and know-how used by CoCreate in performing the Services remain CoCreate’s confidential information and trade secrets. The Client shall not disclose or use such information for any purpose other than receiving the Services, without CoCreate’s prior written consent.

7.6 Protection and Enforcement
a) The Client shall promptly notify CoCreate of any suspected infringement of CoCreate’s Intellectual Property Rights of which it becomes aware.
b) CoCreate may, at its discretion and cost, take such steps as it considers appropriate to enforce its rights.
c) The Client shall provide reasonable co-operation to CoCreate in any enforcement action.

7.7 Indemnities
a) The Client indemnifies CoCreate against any losses, damages, or expenses arising from any claim that materials provided by the Client infringe the Intellectual Property Rights of a third party.
b) CoCreate indemnifies the Client against any losses, damages, or expenses arising from a claim that Deliverables created solely by CoCreate infringe the Intellectual Property Rights of a third party, provided that:
• the Client notifies CoCreate promptly of any such claim;
• the Client does not admit liability; and
• CoCreate has sole control of the defence and settlement of the claim.
c) CoCreate shall have no liability to the extent that an alleged infringement arises from modifications made by the Client or a third party, or from use of the Deliverables in combination with materials not supplied by CoCreate.

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8. Fair Use, Security and Abuse of Services policy

CoCreate incorporates a fair use policy into the supply of all hosting services. Fair use means the reasonable consumption of resources provided by CoCreate to discharge your service under the terms of your contract. Determination of what constitutes fair use will be made by CoCreate, acting reasonably. Unless otherwise specified in writing by a director of CoCreate the following shall prevail;
a) All hosting services are subject to Fair use, and your level of use is limited to the Fair use of the service.
b) If you violate the Fair use, CoCreate may action all or any of the following;

• charge for any additional use of resources in proportion to the cost quoted for the service in the original contract, unless expressly specified in writing by CoCreate.
• limit the service provided at the discretion of CoCreate without notice
• withdraw or suspend services provided to the client immediately without notice. In most cases we will usually bring the excessive use to your attention before services are withdrawn.

c) CoCreate incorporate a security and abuse policy into the provision of all services. Abuse of services includes but is not limited to the transmission, hosting or complicity of;
- SPAM / Spoof / Phishing Email
- Viruses / Malware
- Hacking, Botnets
- Illegal, discriminatory, or offensive content
- Inappropriate or unauthorised use of services
- Unauthorised automated or manual scanning, testing or penetretion testing (pen tests)
- Any violation of the Computer Misuse Act

d) Any scanning, penetration testing (pen tests), or analysis carried out by the client or any third party on behalf of the client, for any reason, either manual or automated, on any hosting service, application, or system provided by CoCreate must be agreed and approved by CoCreate in writing before being carried out. The date, time, nature and specific targets of the testing must be agreed by CoCreate prior to the test being undertaken. CoCreate may insist on using authorised testing partners of our choice to undertake any tests at a time of our choice, or may not agree to any type of test being undertaken at no penalty to CoCreate. Failure of this term may result in any action being treated as unauthorised malicious actvity, which could be reported as criminal activity under the Computer Misuse Act to relevant authorities.
e) If any security flaws or weaknesses are discovered in any hosting service, application or system provided by CoCreate, said flaws or weaknesses must be kept strictly confidential at all times, and must not be disclosed to any party other than CoCreate, so that CoCreate may address the flaws or weaknesses raised. Failure of this term may result in CoCreate claiming damages against the disclosing party for the disclosure of the confidential information and a claim for any loss or damages as a result of the disclosure.
f) The client consents to CoCreate gaining unobstructed access to the client's data at any time without notice, for the purposes of executing this policy or to fulfil any legal or regulatory requirement.
g) CoCreate may provide access to the client's data to law enforcement, subject to a valid warrant, without your consent.
h) CoCreate may scan or analyse the client's data and hosting services.
i) CoCreate's hosting services may be subject to automated filtering, virus scans, firewalls, security systems, and load balancing, therefore the client's data or parts of it may be deleted, blocked or the client prevented from accessing data without notice.
j) CoCreate will not accept any liability, damages or costs incurred directly or indirectly to you, arising from any actions undertaken by CoCreate as a result of violation of any part of our Fair Use, Security and Abuse of Services policy.
k) The Client agree's to take reasonable steps in protecting usernames and passwords for any system, application or hosting service provided by CoCreate, including keeping software and security software up to date on the devices used for accessing said services.
l) CoCreate shall only provide access to FTP or database services to clients in specific circumstances at the sole discretion of CoCreate. Should CoCreate provide access to these services, the client agrees to keep access details in strict confidence and must not pass on to any third party without explicit consent from CoCreate.
m) If CoCreate have any reason to believe, at the sole discretion of CoCreate, that services CoCreate provide to the client are subject to violation of any part of this policy, either with or without the knowledge of the client, CoCreate may suspend, limit or withdraw the services provided to the client, immediately, without notice. CoCreate may also claim damages against the client for any loss, damages, costs or expenses incurred by CoCreate without recourse or action against CoCreate.

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9. Payment.

Unless expressly agreed by both parties in writing by a director of CoCreate and the client the following terms of payment shall prevail.
a) Full payment must be made and cleared within 28 days of date of Invoice.
b) The Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts (Interest) Act 1998 shall apply in the event of failure of term 7(a).
c) A minimum of 30% of the total agreed fee shall be paid (and cleared) before work on any design commences, unless otherwise specified in the quotation.
d) Should an agreed amendment or addition to the design specifications give rise to an increased fee, a minimum of 30% of said increase shall be paid before any additional design work commences, except at the sole discretion of CoCreate.
e) The balance of the total fee shall be paid in full (and cleared) before any design materials are released for publication to the internet or print, production or reproduction.
f) Payments for service contracts shall be paid in advance and in full, at such intervals as specified in the contract.
g) Payments for hosting services must be paid in advance and in full, at such intervals as specified in the contract.
h) Failure of any payment term may result in the services being revoked, immediately without notice.
i) CoCreate retains title to any Design material(s) or license supplied until full payment is received.

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10. Cancellation and Termination

10.1 Time
Unless expressly agreed in writing that time is of the essence, all dates and timescales are estimates only. Delay alone does not entitle the Client to terminate.

10.2 Termination for Convenience (Client)
The Client may terminate a Project at any time on written notice. On termination:
a) the initial deposit (minimum 30%) is non-refundable;
b) the Client must pay all fees and third-party costs incurred up to the effective termination date, plus any agreed abortive fee to cover unbilled work performed; and
c) any pre-paid service/hosting fees are non-refundable unless otherwise agreed in writing.

10.3 Termination for Cause (Either Party)
Either party may terminate with immediate effect by written notice if the other party:
a) commits a material breach and fails to remedy it within 14 days of written notice specifying the breach and required remedy; or
b) becomes insolvent or subject to any analogous process.
For the avoidance of doubt, alleged failure to exercise “reasonable care and skill” or delay does not constitute a material breach unless (i) specifically defined in the Contract, and (ii) not remedied within the notice period above.

10.4 CoCreate Right to Cancel/Suspend
CoCreate may suspend or terminate immediately if: (i) the Client breaches the Fair Use, Security and Abuse policy, (ii) fails to pay any invoice when due, (iii) instructs scope outside the agreed specification and refuses required variation, or (iv) otherwise materially breaches the Contract.

10.5 Effect of Termination
On termination for any reason:
a) all sums due to CoCreate become immediately payable;
b) CoCreate will deliver any work-in-progress and reasonably available project materials already paid for (excluding third-party licenses and CoCreate tools, frameworks, or pre-existing IP);
c) the Client’s licences to any unpaid Deliverables automatically cease;
d) each party will return or securely destroy the other’s confidential information and, on request, confirm destruction; and
e) any live environments, accounts, or access provided by CoCreate may be disabled or withdrawn.

10.6 Domains
Cancellation of domain name registration or transfer must be notified in writing by the Registrant at least 30 days prior to renewal. Renewal fees are non-refundable once incurred.

10.7 Survival
Clauses relating to payment, IP/licensing, confidentiality, limitation of liability, data protection, and governing law survive termination.
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11. Domain Names

a) Domain names are provided via third party registrars, and CoCreate do not provide any Warranty for their suitability or stability of their service.
b) Domain name registrations are normally for the period of one year unless otherwise stated.
c) Registration fees are subject to change without notice.
d) The client will be notified via email of any registration renewals, changes or other required notices in connection to domain name registration. These notices may require information or response from the client. Failure to respond may result in the immediate cessation of a domain registration without notice.
e) It is the duty of the client to ensure their contact information, and email address used for these notifications is kept up to date with CoCreate and that messages are checked regularly.
f) Domain renewals will be undertaken automatically 30 days prior to the domain expiration date, unless CoCreate are notified in writing by the Client.
g) The Client must ensure they have authority from the domain registrant to instruct CoCreate in regard to the administration and registration of the Domain Name.
h) CoCreate will not accept any liabllity for kind of loss incurred by disruption of, cessation of, or loss of domain registration.

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12. Contact Details

a) It is the duty of the client to ensure that their contact details, including telephone numbers, addresses and email addresses, are kept up to date with CoCreate.

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13. The Contract shall in all respects be governed by English Law and shall be deemed to have been made in England and the customer and CoCreate agree to submit to nonexclusive jurisdiction of the English courts.

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14. Modern Slavery and Ethical Conduct

a) CoCreate is committed to ensuring that there is no modern slavery, human trafficking, forced labour, or child labour in any part of our business or supply chain.
b) We expect the same high standards from our suppliers, contractors, and business partners, and we require them to operate in full compliance with applicable anti-slavery and human trafficking laws.
c) As part of our contracting process, suppliers and clients may be asked to confirm compliance with the Modern Slavery Act 2015 (where applicable) or equivalent local legislation.
d) Any breach of this clause by the Client or its supply chain may be considered a material breach of contract and entitle CoCreate to terminate the agreement with immediate effect.

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15. Anti-Bribery and Anti-Corruption

a) CoCreate is committed to conducting business with integrity and in compliance with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
b) We prohibit the offering, giving, solicitation, or acceptance of any bribe, improper financial or other advantage, whether directly or indirectly, in connection with any of our business dealings.
c) The Client agrees to comply with all applicable anti-bribery and anti-corruption legislation and to maintain adequate procedures designed to prevent any such activity within its organisation or supply chain.
d) Any breach of this clause by the Client may be considered a material breach of contract and entitle CoCreate to terminate the agreement with immediate effect.