Terms & Conditions
Terms Of Service
1.1 These terms and conditions shall apply to all contracts entered into by the Company (as hereinafter defined) and unless otherwise agreed by the Company in writing shall apply to all orders placed with the Company. Any stipulation or conditions contained in the orders placed by the Customer (as hereinafter defined) which conflict with any of the terms and conditions hereinafter contained or in any way qualify or negate the same shall be deemed to be inapplicable to any order placed with the Company unless expressly agreed to by the Company in writing when acknowledging the order in question.
In these Terms and Conditions :-
2.1 The “Company” Creature Sound Records Company Registration Number 10718318, trading as Creature Custom, and shall include any trading division operating from time to time, any subsidiary (as defined in the Companies Act 1985) or associated company of the Company and shall also include all its successors in title and assigns;
2.2 The “Contract” shall mean any order for goods or services placed by the Customer and accepted by the Company, which order shall be deemed to include these Trading Terms and Conditions;
2.3 The “Customer” shall mean the person, firm, company or other body by whom an order for the Goods or Services is given to the Company and shall include the Customer’s successors in title and permitted assigns;
2.4 The “Customer’s Materials” shall mean all goods or other matter or things whatsoever supplied by or on behalf of the Customer to the Company;
2.5 The “Goods” shall mean any goods or thing produced by the Company for the Customer under the Contract;
2.6 The “Services” shall mean any services carried out by or on behalf of the Company under the Contract by any process of whatsoever nature; and
2.7 ” Trading Terms and Conditions” shall mean these terms and conditions.
The Contract is subject to the following conditions:
3.1 That the Customer enters into the Contract as principal and not as agent for any other person firm company or any other body;
3.2 that the copyright in the Customer’s Materials is vested in the Customer and the supply of Goods or Services shall not give rise to any breach of copyright or other intellectual property right; and
3.3 That the Customer’s Materials are free from and do not contain any defamatory, tortious, actionable, illegal or criminal matter.
4.1 The Customer agrees and undertakes to indemnify and to keep indemnified the Company against any loss, damage, costs or expenses of any kind whatsoever which may occur, be suffered or incurred as a result of a breach of failure to comply with any of the conditions contained in section 3 above and/or any action, claim or demand relating to the Customers Materials howsoever arising.
5.1 All orders addressed to the Company by the Customer for Goods or Services are subject to the Company’s acceptance at the Company’s then prevailing rates or prices as contained in its current rate card.
5.2 All orders shall be deemed to be an offer and shall only be deemed accepted by the Company upon the earlier of the issue of a written acknowledgement of order by the Company or delivery of Goods or completion of the Services.
5.3 Any time or date for delivery of the Goods or completion of the Services is given in good faith, but is an estimate only. Delivery will be within a reasonable time, and time shall not be of the essence of the Contract.
6.1 In the event of an order being cancelled by the Customer after the order has been accepted by the Company the Company shall be entitled without prejudice to any rights of action it may enjoy in respect of such cancellation to make a cancellation charge payable by the Customer to cover the Company’s loss arising from such cancellation.
6.2 If in the sole discretion of the Company the Customer’s Materials are not of the necessary technical standard to enable the Services to be performed or are otherwise objectionable or potentially objectionable on the grounds set out under section 3(2) or section 3(3) above, the Company may cancel the order and make a charge payable by the Customer to cover any expenses or costs incurred by the Company arising from such cancellation including the Company’s expenses in determining that the Customers Materials are not of the necessary technical standard.
7.1 Rates published in the Company’s rate card current at the date of the Customer’s order are exclusive of any Value Added Tax which may be applicable. The Company’s current rate card is available on request.
7.2 Rate cards, catalogues, leaflets, web sites and other literature issued by the Company are intended merely to be an indication of the matters therein referred to and not to constitute any part of the Contract or a representation.
7.3 The prices quoted in the rate card are based on costs current at the date of issue thereof. The Company reserves the right to alter the price without notice to cover variations in cost prior to completion of the Services or delivery of the Goods and the price payable by the Customer shall be that existing at the date of the completion of the Services or delivery of the Goods.
7.4 Any of the Customer’s Materials that require preparation before use will be subject to an additional charge, payable by the Customer covering the time and labour involved.
PRICE AND PAYMENT
8.1 The agreed price for the Goods and/or Services shall be inclusive of any UK value added tax (“VAT”) and unless otherwise agreed in writing in advance any and all costs and charges relating to packaging, loading, carriage/transport and insurance, all of which amounts the Customer shall pay in addition to the basic price of the relevant Goods and/or Services and when it is due to pay for the relevant Goods and/or Services under these Terms and Conditions. Orders with a delivery address outside of the EU shall be exempt from UK VAT but may be subject to any VAT levies of the country of origin.
8.2 Unless otherwise agreed in writing in advance payment for all Goods and Services is due to the Company in cleared funds (without set-off or deduction), immediately on receipt of the relevant invoice by the Customer, into the bank account nominated by the Company in writing from time to time. Time for payment by the Customer shall be of the essence of the relevant Contract. Where payment is made by means of a cheque (or other negotiable instrument) the Company shall not be deemed to have received payment until the cheque (or other instrument) has been honoured on presentation for payment. If the Customer fails to pay the Company in accordance with this clause 8.2, or if any sum is due from, and remains unpaid (in whole or in part) by, the Customer to the Company pursuant to the Contract, or any other contract entered into between the Customer and the Company, the Customer shall be liable to pay (and hereby fully indemnifies the Company on demand from and against) any and all legal and other costs or expenses which the Company may suffer or incur in connection with such failure by the Customer to make due payment. In addition, and without prejudice to the Company’s other rights and remedies, interest will be payable by the Customer to the Company during the period from the due date for payment until the date of actual payment (“the outstanding period”) on any and all such outstanding sums at a rate of three per cent (3%) per annum above the base lending rate of the Tide Bank PLC in force from time to time during the outstanding period (after as well as before judgement) accruing on a daily basis and compounded quarterly. The Company also reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.3 Without prejudice to the Company’s rights and remedies set out herein (and its other rights and remedies under the general law), in the event of non-payment by the Customer, the Company shall also be entitled to (i) suspend any and all further deliveries of Goods and/or Services to the Customer (under the relevant Contract or otherwise) until any such outstanding payment has been made in full (ii) cancel the order made by the Customer pursuant to the relevant Contract, and/or any other order or orders made by the Customer remaining to be fulfilled (under the relevant Contract or otherwise) insofar as any Goods and/or Services remain to be delivered to the Customer or (iii) otherwise terminate the relevant Contract and/or any other contract entered into between the Customer and the Company (whereupon, notwithstanding any other provision of these Terms and Conditions, all amounts payable by the Customer under the relevant Contract, and/or any such other contract, shall become immediately due and payable to the Company).
8.4 The Company hereby reserves the right to increase the price of any Goods and/or Services, by giving written notice (email is sufficient) to the Customer at any time before delivery, to reflect any increase in the cost to the Company of providing the Goods and/or Services to the Company that is due to (i) any factor beyond the control of the Company (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and/or increases in labour, materials and other manufacturing costs) (ii) any request by the Customer to change the delivery date(s), specification(s), quantities or types of Goods and/or Services ordered or (iii) any delay caused by any instructions of the Customer in respect of the relevant Goods and/or Services or any failure of the Customer to give the Company adequate or accurate information or instructions in respect of the relevant Goods and/or Services.
8.5 All invoice queries must be notified in writing by the Customer to the Company within seven (7) days of the date of the relevant invoice, otherwise the invoice shall be deemed to be correct and the Customer shall be bound to pay such invoice in full in accordance with these Terms and Conditions. The Customer shall pay all amounts due under each Contract in full without any deduction or withholding except as may be required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Customer against any amount payable by the Company to the Customer. The Company may withdraw any credit facilities at any time, by giving notice to the Customer, and without giving any reason.
DELIVERY, TRANSPORT AND RETURNS
Without prejudice to your statutory legal rights which remain unaffected, we operate the following returns and refunds policies:
9.1 Where the Goods are delivered by the Company’s own transport or carrier, or by a courier on behalf of the Company, the risk therein shall pass to the Customer immediately upon delivery of those Goods. In the case of any Goods and/or Services, any delivery dates and/or times specified by the Company, although given in good faith, are intended to be an estimates only and, although the Company will use reasonable endeavours to deliver the relevant Goods and/or Services in accordance with such delivery dates and/or times, the dates and/or times for delivery of those Goods and/or Services shall not be (or be deemed to be or be made by notice) of the essence or binding on the Company. If no delivery dates and/or times are specified by the Company, delivery of the relevant Goods and/or Services shall take place within a reasonable time. In all other cases, the relevant Goods shall be deemed to have been delivered, and the risk therein to have passed to the Customer, immediately upon their transfer to the nominated courier or, if the Customer is to collect the Goods from the Company, immediately upon the Company notifying the Customer that the Goods are available for collection. In the case of Services, they shall be deemed to have been delivered to the Customer when they have been performed in accordance with the relevant Contract. The Company shall not be liable to the Customer for any direct, indirect or consequential losses, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of any Goods and/or Services (even if caused by the Company’s negligence) nor shall any such delay entitle the Customer to terminate or rescind the relevant Contract.
9.2 If, for any reason, the Customer fails to collect or accept delivery of all or any Goods and/or Services when they are ready for collection or delivery (or, in the case of Services, when they have been performed), or the Company is unable to deliver the relevant Goods and/or Services on time because the Customer has not provided appropriate instructions, documents or information then, as applicable (i) risk in the relevant Goods shall pass to the Customer (ii) the relevant Goods and/or Services shall be deemed to have been delivered and (iii) the Company may store the relevant Goods until collection or delivery takes place, whereupon the Customer shall be liable for all storage, insurance and other costs. If, five (5) working days after the Company has notified the Customer that the relevant Goods are ready for delivery, the Customer has not accepted or taken delivery of them, the Company can re-sell or otherwise dispose of part or all of the relevant Goods and, after deducting its reasonable costs, account to the Customer for any excess over the price of the Goods or (as applicable) charge the Customer for any shortfall below the price of the Goods.
9.3 If the Customer fails to supply the relevant copy master tapes, audio or data masters, recordings, images, artwork, designs and/or other materials required to be supplied by the Customer to the Company under the relevant Contract, or otherwise fails to provide the Company with adequate delivery instructions and/or fails to make payment in accordance with that Contract, then any proposed or agreed time(s) and/or date(s) for delivery of the relevant Goods and/or Services by the Company shall be extended by a minimum of three (3) working days in addition to the period of the delay in such supply or payment by the Customer.
9.4 The quantity of Goods, as recorded by the Company upon dispatch thereof to the Customer, shall be conclusive evidence of the quantity of Goods received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary.
9.5 Goods damaged or lost in transit – Where a courier carries Goods by the Company or on behalf of the Customer, if any Goods are faulty or damaged are lost or damaged in transit, the Customer shall submit a detailed claim by email to the Company at email@example.com within three (3) working days of delivery describing the nature and extent of any such loss or damage to enable the Company to make any necessary claim against the carrier within the relevant time limit. If the Customer fails to give such written notice to the Company, the Goods shall be deemed in all respects to be (and to have been) delivered in accordance with the Contract and the Customer shall be bound to accept and pay for the same accordingly.
9.6 Otherwise defective goods – In the unlikely event that you receive products which are damaged or defective, we shall, at our own option, either replace or repair any damaged or defective products, or refund to you the amount you paid for the products in question PROVIDED THAT you notify us of the problem by email at firstname.lastname@example.org within three (3) working days of delivery of the products and that you return the products to the Company in the same condition within fourteen (14) working days from the Company’s acknowledgement email. Please note that the Company cannot accept returned goods that are returned in a condition different from that in which they were dispatched to you. The Company will not be able to give a refund if the goods returned are not received and for your protection we recommend that you return any items via recorded delivery. In all circumstances the Customer shall be liable for all costs relating to necessary shipping when returning products.
9.7 Notwithstanding any of the foregoing provisions, the Company hereby expressly excludes any liability to the Customer which it might otherwise have for loss or damage suffered or incurred by the Customer (including, without limitation, liability for any consequential loss or damage including, without limitation, loss of profit) by reason of shortage of delivery or the quality or condition of the Goods delivered or their loss or damage in transit save insofar as any amount is recovered by the Company in respect thereof from the relevant manufacturer and/or carrier. In such circumstances, the aggregate liability of the Company to the Customer (for negligence, breach of contract, misrepresentation or otherwise) shall in no event exceed the net price invoiced by the Company to the Customer in respect of the defective, damaged or undelivered Goods and at the Company’s discretion, it shall either (i) deliver or replace the relevant Goods within a reasonable time as provided above or (ii) issue a credit note against the invoice raised for the relevant Goods.
9.8 If the Company delivers to the Customer a quantity of Goods of up to ten per cent. (10%) more or less than the quantity originally ordered by the Customer, the Customer shall not be entitled to object or to reject the Goods (or any of them) by reason of the surplus or shortfall, as the case may be, and the Customer shall be obliged to pay for such Goods at the pro rata Contract rate. The Company also reserves the right to deliver up to the Customer ten per cent (10%) more printed parts over the amount specified in the Contract so as to allow for wastage. Again, the Customer shall not be entitled to reject such excess printed parts and shall be obliged to pay the Company for the same at the pro rata Contract rate. Where the Company is holding a balance surplus to the Contract of any Goods, the Company will at the Customer’s expense carry out the Customer’s reasonable written instructions relating to such surplus Goods. If the Customer’s written instructions are not received with one (1) month of the delivery of the final order under the Contract relating to the Goods in question, the Company (i) will not accept any liability whatsoever to the Customer for any loss, damage or otherwise occurring to such surplus Goods and (ii) reserves the right to deal with such surplus Goods as it sees fit (and at its sole discretion).
9.9 The Company may deliver any Goods and/or Services by separate instalments, in which case each instalment shall constitute a separate Contract and no cancellation or termination of any single Contract or instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
INTELLECTUAL PROPERTY RIGHTS
The Customer hereby irrevocably warrants and represents to the Company that:
10.1 the Customer owns the copyright in, or is the owner or licensee of any and all intellectual property (and other proprietary) rights relating to any and all copy audio or data masters, recordings, images, designs, digital files and other items or materials supplied to the Company by the Customer under any Contract by virtue of valid and binding contracts and is not infringing the intellectual property (or any other proprietary) rights of any third party in relation thereto and that all artist, producer, musician and studio costs, fees and royalties (including VAT and any similar taxes thereon) and any other charges or expenses of whatsoever nature payable to any third party in respect of such audio or data masters, recordings, images, designs, digital files and other items or materials, and any or all of the Goods and/or Services (as applicable), shall be the sole responsibility of the Customer (which responsibility the Customer shall fully and promptly discharge when due) and that the Company shall have no liability whatsoever in respect thereof (and, without limiting the generality of this clause 10.1, the Company shall be under no obligation to supply any Goods under any Contract in respect of which the Customer is unable to produce an MCPS license if and when requested to do so by the Company)
10.2 it has, and will have the right to use all audio or visual data, names, images (moving or otherwise), digital files, likenesses and/or photographs of any artists and any other parties and all other names, images, audio or visual data, trademarks or logos included in or on any artwork or related materials supplied to the Company by the Customer or otherwise to be used by the Company hereunder in relation to the relevant Goods and/or Services. This includes use by the company in marketing campaigns, websites and written materials, unless the Customer declines such right in writing to the Company and the Company shall have a reasonable period in which to remove such articles being used by the Company
10.3 neither the reproduction or manufacture of any Goods, nor the performance or delivery of any Services, under any contract will contravene any statute, statutory instrument or other instrument, regulation or by-law and that, in the case of any such contravention, the Company shall have no liability in respect thereof (and the Company shall have the right to make any changes to the relevant Goods and/or Services if and to the extent that such changes are necessary to comply with any such statute, statutory instrument or other instrument, regulation or by-law or any applicable legal or safety requirement);
10.4. it is under no disability, restriction or prohibition in respect of its right to enter into this Contract and to perform its obligations hereunder; and
10.5 it has the right to mechanically or (as the case may be) digitally reproduce the recordings and other musical works and/or images embodied in any and all copy audio or data masters supplied to the Company hereunder and that it shall assume all liability for any violation or contravention of copyright in relation to or in connection with the Goods and/or Services (or any of them). The Company hereby reserves the right to ask for, and the Customer shall promptly provide upon the Company’s request, documentary evidence of any such right to mechanically or (as the case may be) digitally reproduce such recordings, images and/or works.
10.6 The Customer hereby indemnifies the Company, for itself and on behalf of the relevant manufacturer, on demand against any losses, damages, costs, claims and/or expenses that either of them may suffer or incur as a result of any proceedings brought against them, or either of them, based on infringement of copyright or any other third party intellectual property rights as a result of the performance of their obligations under the Contract. The Customer shall also fully indemnify the Company, and keep it indemnified, against all actions, claims, demand, liabilities, costs, charges and expenses whatsoever (including reasonable legal fees and expenses) which may be brought against the Company or which the Company may suffer or incur directly or indirectly as a result of any breach or alleged breach or non-observance by the Customer of any provisions of this Contract or against any guarantee, agreement, warranty, representation or undertaking given by the Customer hereunder being untrue, inaccurate or unfulfilled (as the case may be).
10.7 The company reserves the right to charge the customer a 10% administration fee if an order is revoked due to the Customers inability to complete licencing paperwork with the correct and or fraudulent copyright claims.
10.8 The Company reserves the right to add the company name and/or company's makers mark to every vinyl disc printed as a non negotiable term so that we may monitor copy right breaches.
11.1 Notwithstanding any other provision of the Contract, this clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its agents, employees and/or sub-contractors) to the Customer in respect of (i) any breach of the terms of the Contract (ii) any use made or resale of the Goods (or any of them) or of any product incorporating any of the Goods and (iii) any representation, warranty, statement and any tortious act or omission (including negligence) arising under or in connection with the Contract. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.2 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the relevant Contract, shall be limited to the amount of the Contract price, that is, the aggregate amount invoiced to the Customer by the Company under the relevant Contract.
11.3 The Company shall not be liable to the Customer (i) for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (whether, in each case, direct, indirect or consequential) or any other claims for consequential compensation, howsoever caused, which arise out of or in connection with the Contract or (ii) if and to the extent that any failure of the Company to deliver any Goods and/or Services is caused by a Force Majeure Event (as defined in clause 11.5 below) or by the Customer’s failure to provide the Company with adequate delivery instructions for (or any other material instruction related to the supply of) the relevant Goods and/or Services. The Customer acknowledges that the Company’s pricing is determined on the basis of the limitations of liability set out in this clause 11.
11.4 Without limiting the generality of the foregoing provisions, the Company shall not bear any financial or other liability to the Customer, or any third party, in the event that any of the Goods or items or materials supplied by the Customer pursuant to the Contract are seized, on or off the Company’s premises, as a result of obscene, blasphemous, libelous, defamatory or other offensive or illegal material being contained in or on such items, materials or Goods or the packaging thereof. However, notwithstanding any inability of the Company to deliver any such Goods as a result of any such seizure, the Customer shall be liable to make payment to the Company for the Goods at the full price set out in the relevant invoice.
11.5 The Company reserves the right to defer any date/time for delivery of the Goods, to terminate the Contract and/or to reduce the volume of the Goods ordered by the Customer, in each case without incurring any liability to the Customer, if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other labour disputes or restraints or delays affecting carriers or any inability to obtain, or any delay in obtaining, supplies of adequate or suitable materials (each, a “Force Majeure Event”) provided always that, if the event in question lasts for a continuous period of ninety (90) days, the Customer shall be entitled to terminate the Contract by notice in writing to the Company. Otherwise, the Customer shall not be entitled to terminate or cancel the Contract without the prior written consent of the Company and it shall be an implied condition of any such consent that the Customer shall indemnify the Company against all expenses and losses (including loss of profit) suffered or incurred by the Company as a result of any such termination or cancellation.
11.6 (a) If the Customer has a complaint alleging any defect in the Services or Goods supplied by the Company, the Customer must inform the Company by email to email@example.com of such complaint within 3 working days of delivery to the Customer or its agent (b) No claim will be accepted if attributable to any of the following:
defects in the Customer’s Materials;
defects in orders of more than one product where a consensus between the Company and the Customer regarding the finished physical product quality has not been agreed prior to placing the order by means of a test sample; normal loss of quality attributable to any transfer process, including but not restricted to playback volume, low levels of background or surface noise, occasional clicks or similar noises, occasional playback distortion, alterations in the overall audio equalisation profile, colour matching on printed materials;
any discrepancy which in the Company’s judgement is inconsequential to the overall quality of the product, including but not restricted to transposing the left and right audio channel, the timing and location of silence or track breaks, the use and manipulation of images and fonts;
damage in transit; or
misuse by the Customer
(c) If such complaint is accepted then the Company shall, at its option, provide the Services again free of charge to the Customer or replace the Goods but otherwise on the same conditions as the original Contract, or reimburse the Customer the amount paid to the Company under the Contract for the Services or Goods.
12.1 The Company may assign this Contract, or any part of it, to any person, firm or company. The Customer may not assign the Contract, or any part of it, without the prior written consent of the Company. Nothing in any Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party as the agent of the other party for any purpose. No party shall have any authority to act as agent for, or to bind, the other party in any way.
12.2 Each right or remedy of the Company arising under the Contract is without prejudice to any other right or remedy of the Company which it may have at law or in equity. Any failure or delay by the Company to enforce (or partially enforce) any such right or remedy or any other provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of this Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any of the other terms of the Contract.
12.3 If any provision of the Contract is adjudged by any court or other body of competent jurisdiction to be wholly or partly illegal, invalid, unenforceable or unreasonable, it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness, be deemed severable from the Contract and the remaining provisions of the Contract, and the remainder of such provision, shall continue in full force and effect.
12.4 Notices and notifications to the Customer shall be made either orally to the Customer or its Agents or employees, by email to an email address notified to the Company, or by delivery of first class pre-paid post or air mail as the case may be to the Customer’s address as notified to the Company.
12.5 Any notice given orally or delivered shall be deemed effective immediately, any notice sent by email or fax shall be deemed delivered on the next business day and any Notice served by post shall be deemed effective when such Notice would have been received in the normal course of the post.
12.6 Any notice or other communication required to be given by the Customer under or in connection with any Contract shall be in writing and shall be delivered to the other party personally, or sent by recorded delivery or by commercial courier to the Company’s registered office address at 30 Church Street, Tredegar Wales(UK) NP22 3DP. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such address or, if sent by recorded delivery, at 9.00 am on the second (2nd) working day after posting or, if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. This clause 12.6 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause 12.6, “writing” does not include e-mails and, for the avoidance of doubt, notice under any Contract shall not be validly served if sent by e-mail.
12.7 The Contract is not assignable by the Customer without the written consent of the Company, but the Company may without consent assign or sub-contract or any of its rights and obligations hereunder.
12.8 If the Customer becomes insolvent or in the opinion of the Company is likely to go into bankruptcy, receivership or liquidation, or make default in or commits a breach in the Contract, the Company may forthwith on written notice, to the Customer terminate the Contract without incurring liability to the Customer and without prejudice to the Company’s rights which may have accrued up to the date of termination.
12.9 Save where expressly provided, the parties do not intend that any term of the Contract should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. No amendment to the Contract shall be effective unless made in writing and signed by a director of the Company and the Customer. The Contract shall be governed by, and construed in accordance with, English Law and the parties hereto shall submit to the exclusive jurisdiction of the English Courts in connection with any dispute arising in connection with the Contract.
12.10 Any indulgence granted by the Company to the Customer and any failure by the Company to insist on strict performance of these Trading Terms and Conditions or any Contract shall not be deemed a waiver of any of the
Company’s right to remedies nor be a waiver of any subsequent default by the Customer.
Terms Of Website Usage
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service, content or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including subscribed users, if any.
You are responsible for:
Making all arrangements necessary for you to have access to the Website.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its affiliates, their respective licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print one copy of a reasonable number of pages of the Website for yourself or your employer but solely for your personal use or the internal use of your employer, and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your employer's or company's internal use only, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: firstname.lastname@example.org.
Trademarks & Trading Names
All names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. You may not use such marks without the prior written permission of the Company or the respective owner.
In any way that violates any applicable laws or regulation (including, without limitation, any laws regarding the export of data or software to and from the UK or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to:
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, trojan horses, worms, logic bombs, malware or other material that is malicious or technologically harmful to the Company or others.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the servers on which the Website is stored, or any server, computer, or database connected to the Website.
Copy, mirror or otherwise attempt to replicate or reproduce the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.
The Website may contain one or more blogs, message boards, chat rooms, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display,or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non performance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable laws in the UK and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by bloggers, and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express prior written consent in each instance.
This Website may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on this Website.
Send emails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you may not:
Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA,OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to:CreatureSound@hotmail.com
Creature Sound Records Ltd (Trading as) Creature Custom
30 Church Street