Terms & Conditions
Legal Disclaimer
At RecreateIQ, we understand the importance of defining clear terms and conditions for your website. Our legal disclaimer provides general guidance for creating your own Terms & Conditions, but it is essential to seek legal advice to tailor them to your specific business needs and legal requirements.
Establishing Legal Boundaries
1. DEFINITIONS AND INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these terms and conditions, the following definitions apply unless otherwise stated:
• "Business Day" – A Day (excluding Saturdays, Sundays, and public holidays) when banks in London are open for business.
• "Contract" – The agreement between the Company and the Client for the supply of Services, governed by these Terms and the Order.
• "Client" – The individual or business entity purchasing Services from the Company, as identified in the Order.
• "Company" – ReCreateIQ Ltd, a company registered in England and Wales under company number 12818793.
• "Force Majeure Event" – An event beyond a party’s reasonable control, including but not limited to industrial disputes, failure of utilities, acts of God, war, riot, government actions, accidents, or supplier failures.
• "Group Company" – Any subsidiary or holding company of the Company, as defined under Section 1159 of the Companies Act 2006.
• "Intellectual Property Rights" – All patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, worldwide.
• "Order" – The Client’s request for Services as set out in a signed Quotation form.
• "Order Form" – A signed Quotation form which, together with these Terms, forms a binding Contract.
• "Quotation" – The Company’s written proposal detailing the Services to be provided to the Client.
• "Services" – The services provided by the Company as specified in the Order.
• "Specification" – The description of the Services as outlined in the Order.
• "Terms" – These terms and conditions, as updated from time to time by the Company.
• "VAT" – Value-added tax applicable under English law.
• "White Label Work" – Services provided by the Company that the Client rebrands as their own for their customers.
1.2 Interpretation
1. Words in the singular include the plural and vice versa. Words denoting a gender include all genders.
2. Headings are for convenience only and do not affect interpretation.
3. References to statutes include amendments or re-enactments thereof.
2. TERMS AND CONDITIONS
2.1 These Terms apply to all agreements between the Company and the Client, excluding any other terms the Client may seek to impose.
2.2 Any variation of these Terms must be agreed upon in writing by both parties.
3. THE CONTRACT
3.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Terms. The Client must ensure the Order and Specification are complete and accurate.
3.2 The Contract is formed when the Company:
• Issues a written acceptance of the Order, or
• Commences performance of the Services after receiving the Order.
3.3 The Contract is the entire agreement between the parties, and the Client acknowledges that it has not relied on any representations outside of it.
3.4 Any descriptions, samples, or marketing materials are for illustrative purposes only and do not form part of the Contract.
3.5 A Quotation does not constitute an offer and is valid for 14 Business Days from its date of issue.
3.6 For White Label Work, the Client acknowledges that the Company has no contractual relationship or liability toward the ultimate customer.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1 The Company will provide the Services using reasonable care and skill, in material conformity with the Specification.
4.2 Any performance dates are estimates; time is not of the essence. The Company is not liable for delays caused by Force Majeure or the Client’s failure to provide necessary instructions.
4.3 The Company may modify the Services to comply with legal requirements.
4.4 The Company may use subcontractors but remains responsible for delivering the Services.
5. CLIENT OBLIGATIONS AND INDEMNITIES
5.1 The Client must provide timely assistance and information necessary for the execution of the Order.
5.2 The Client must promptly review and approve materials, including advertisements, graphic designs, or website changes.
5.3 The Client must notify the Company of changes to domain names, technical setup, or infrastructure affecting the Services.
5.4 If the Client fails to cooperate, the Company may invoice for Services rendered and any outstanding work in the Order.
5.5 The Client indemnifies the Company against any claims arising from the Client’s materials, including Intellectual Property infringement, breach of confidentiality, or defamation.
5.6 The Client must comply with all applicable laws, including data protection and e-commerce regulations, and indemnify the Company for any breaches.
5.7 The Client is responsible for implementing recommended SEO changes unless otherwise agreed.
5.8 Any unauthorized changes to the Client’s website affecting search engine rankings are the Client’s responsibility.
5.9 The Client acknowledges that regularly updating content improves search engine rankings.
5.10 For White Label Work, the Client indemnifies the Company against any claims or liabilities from third parties.
5.11 Copyright for images and designs produced remains with the Company unless explicitly assigned.
5.12 The Company may use completed work for promotional purposes.
5.13 Digital files will be delivered as soon as possible but may take up to 4–6 weeks during peak periods.
6. PRICES
6.1 All prices are in GBP and exclude VAT unless stated otherwise.
6.2 Some Services may require third-party licenses, which the Client must arrange separately.
6.3 Pricing is based on estimated hours and subject to adjustment based on actual time spent.
6.4 The Company reserves the right to correct any errors in cost estimates.
7. PAYMENT
7.1 Invoices are issued monthly, either in advance or after Services are provided.
7.2 Clients typically pay a non-refundable deposit, which will be deducted from the final invoice.
7.3 Payment is due within 10 Business Days of invoice issuance.
7.4 Late payments incur interest at the statutory rate or 2% above Barclays Bank’s base rate, whichever is higher.
7.5 Late payments may result in contract termination or legal action.
7.6 If the Client causes delays, the Company may charge for time lost.
7.7 Expedited work requests may incur additional charges.
8. DELAYS AND COMPLAINTS
8.1 If the Services are delayed or defective, the Company will attempt to remedy the issue within a reasonable time.
8.2 Complaints must be submitted within 48 hours of discovering a defect.
8.3 The Company is not responsible for delays or failures caused by third-party providers.
8.4 The Client’s sole remedy for delays or non-compliance is contract cancellation and a refund for undelivered Services.
9. LIABILITY
9.1 Except as expressly stated in Clause 9, the Company shall not be liable to the Client for any loss or damage arising from or in connection with the provision of the Services, nor for any claims made against the Client by third parties.
9.2 Without limiting the generality of Clause 9.1, the Company shall not be liable for any direct, indirect, or consequential losses, including but not limited to:
• 9.2.1 Any indirect or consequential loss, even if the Company was aware of the possibility of such loss occurring.
• 9.2.2 Loss of profits, anticipated savings, business opportunities, or goodwill.
• 9.2.3 Loss of data.
• 9.2.4 Fraudulent clicks on any of the Client’s accounts managed by the Company.
9.3 Subject to Clauses 9.1, 9.2, and Clause 10, the Company’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with the Contract shall not exceed the total amount invoiced for the Services.
10. OTHER LIMITATIONS OF LIABILITY
10.1 The Company shall not be liable for downtime, hacking, viruses, service disruptions, or third-party software failures affecting the Services. The Company will use reasonable efforts to assist in remedial actions if requested by the Client. Any such work shall be charged separately in accordance with these Terms or the Company’s applicable price list.
10.2 The Company shall not be liable for any changes made by the Client or third parties affecting the Services, including but not limited to domain names, websites, links, or technical setup. Any resulting adjustments required shall be charged separately.
10.3 While the Company will use reasonable efforts to deliver Services in accordance with applicable search engine guidelines, it shall not be liable for delays or non-performance due to changes in search engine algorithms, policies, or pricing. The Company reserves the right to modify the Services accordingly.
10.4 The Company makes no guarantees regarding the performance of search engine optimization, link building, advertisements, banners, or sponsorships, including rankings, traffic volume, clicks, registrations, or purchases.
10.5 The Company shall not be responsible for URLs dropped or excluded by search engines for any reason.
10.6 If the Client fails to implement any recommendations provided by the Company, the Company shall not be held liable for any resulting lack of success.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Client is responsible for ensuring they have the right to use any Intellectual Property Rights in materials they provide to the Company. The Client grants the Company an irrevocable license to use such materials for the duration of the Contract.
11.2 The Client shall ensure that all materials provided do not violate any laws, ethical standards, or third-party rights. The Company reserves the right to reject or remove such materials and may terminate the Contract without liability.
11.3 The Client shall indemnify the Company against any losses or claims arising from materials provided that infringe third-party Intellectual Property Rights.
11.4 Both parties shall promptly notify each other of any Intellectual Property claims.
11.5 Unless otherwise agreed in writing, all Intellectual Property Rights in work created under the Contract shall belong to the Company or the relevant third party from whom the Company has obtained usage rights. The Client shall execute any necessary documents to formalize such ownership.
11.6 The Client may not use, distribute, or reproduce any Intellectual Property Rights owned by the Company without prior written consent.
11.7 If the Company provides software, scripts, or services as part of the Contract, the Client is granted a non-exclusive, non-transferable license to use them for the duration of the Contract.
11.8 The Client grants the Company the right to use the Client’s name, logo, or branding as a reference on the Company’s website and marketing materials during the Contract and for 18 months thereafter. The Client shall provide updated branding when necessary.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1 Each party shall keep all confidential information received from the other party secure and shall only disclose it to employees or subcontractors who require access for fulfilling the Contract. This obligation shall survive termination of the Contract.
12.2 The Company shall treat the Client’s confidential information with the same care it uses for its own confidential information and shall not disclose it to third parties, except subcontractors bound by similar confidentiality obligations.
12.3 The obligation of confidentiality in Clause 12.2 shall not apply to information that:
• 12.3.1 Becomes publicly available other than through a breach of these Terms.
• 12.3.2 Is lawfully obtained from a third party without confidentiality restrictions.
• 12.3.3 Is independently developed by the Company.
• 12.3.4 Must be disclosed by law or regulatory authority.
12.4 The Client shall not disclose any information regarding the Company’s methods, strategies, or approaches for a period of five (5) years following termination of the Contract.
12.5 Both parties shall comply with their respective obligations under applicable data protection laws.
12.6 The Client shall indemnify the Company against any losses arising from the Client’s non-compliance with data protection laws.
13. TERM, TERMINATION, AND ASSIGNMENT
13.1 If applicable, the Contract shall automatically renew for successive one-year terms unless either party provides written notice of termination at least 30 days before the end of the current term.
13.2 Either party may terminate the Contract with immediate effect if the other party:
13.2.1 Commits a material breach and fails to remedy it within 30 days of receiving written notice.
13.2.2 Becomes insolvent, enters liquidation, or is subject to an administrator or receiver appointment.
13.3 The Company reserves the right to terminate the Contract without notice if the Client fails to pay for the Services in accordance with these Terms.
13.4 Upon termination, both parties must return all materials received under the Contract. If the Client fails to remove the Company’s codes or assets from their platforms, the Company may continue invoicing for Services.
13.5 The Client may not assign or transfer their rights or obligations under the Contract without the Company’s written consent.
13.6 The Company may assign or subcontract its rights and obligations at its discretion.
14. FORCE MAJEURE
14.1 Neither party shall be liable for failure to perform obligations due to a Force Majeure Event.
14.2 Affected parties must promptly notify the other party of the start and end of a Force Majeure Event.
14.3 If a Force Majeure Event continues for more than six (6) months, either party may terminate the Contract without liability.
15. MISCELLANEOUS
15.1 The Company reserves the right to modify or discontinue Services at its discretion, with or without notice. The Client shall be entitled to a refund for prepaid Services that are subsequently not provided.
15.2 The Company may provide Services to third parties at any time.
15.3 The Client shall not solicit or hire the Company’s employees or contractors involved in providing the Services for a period of 12 months after the Contract ends.
15.4 A failure to enforce any right under these Terms shall not constitute a waiver of such right.
15.5 If any provision of these Terms is deemed invalid or unenforceable, the remainder of the Terms shall remain in full force and effect.
15.6 Any changes to these Terms must be in writing and signed by authorized representatives of both parties.
15.7 No third party shall have any rights under this Contract.
15.8 All notices must be in writing and sent to the Company’s registered address or other designated address.
16. ENTIRE AGREEMENT
16.1 This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings.
17. LAW AND JURISDICTION
17.1 The Contract shall be governed by and construed by English law.
17.2 The parties agree to submit to the non-exclusive jurisdiction of the English courts for any disputes arising under the Contract.