These Terms of Business (“Terms”) apply to services supplied by RA Creative Limited (“RA”, “we”, “us” or “our”) to business customers (“Client”, “you” or “your”). These Terms are intended for business-to-business transactions only and do not apply where you are acting as a consumer.
1. Application of these Terms
1.1 These Terms apply to all Services supplied by RA unless we have entered into a separate written agreement with you which expressly replaces or varies them.
1.2 A contract between RA and the Client may be formed when the Client: (a) accepts a quotation, estimate, proposal or Statement of Work issued by RA; (b) issues a purchase order or other instruction to proceed; (c) instructs RA by email or other written communication to commence work; (d) provides materials, information, access or other resources to enable RA to begin work; or (e) otherwise authorises RA to commence providing the Services.
1.3 By instructing RA to proceed, the Client agrees that these Terms form part of the contract.
1.4 Any terms contained in or attached to a Client purchase order, procurement system or other Client document shall not apply unless expressly accepted in writing by a director of RA.
2. Contract documents and precedence
2.1 The scope, price and specific requirements for Services may be set out in a quotation, proposal, Statement of Work, estimate, project specification, order acknowledgement or other written communication from RA (an “Order”).
2.2 If there is any conflict between contract documents, the following order of precedence shall apply: (a) any bespoke written agreement signed by both parties; (b) the applicable Order; (c) any applicable RA Hosting & Maintenance Terms, Data Processing Addendum or other specific service schedule; (d) these Terms of Business; and (e) RA’s Payment & Invoicing Terms.
2.3 RA’s Payment & Invoicing Terms apply to all invoices unless different payment arrangements are expressly stated in an applicable Order or bespoke agreement.
3. Services
3.1 RA provides digital, ecommerce, technology, creative and related professional services. These may include website and ecommerce design and development, software development, systems integration, consultancy, UX and design services, photography, content production, digital marketing, SEO, testing, technical support and associated services.
3.2 The particular Services supplied to the Client will be those described in the applicable Order or otherwise agreed between RA and the Client in writing.
3.3 Anything not expressly included within the agreed scope is excluded and may be quoted or charged separately.
3.4 RA will provide the Services with reasonable care and skill.
4. Quotations and estimates
4.1 Unless otherwise stated, quotations and proposals are valid for 30 days from their date.
4.2 A fixed-price quotation applies only to the scope, assumptions and information upon which it was based.
4.3 Where an amount is described as an estimate, indication, budget or approximate cost, it is not a fixed price.
4.4 If the Client changes the requirements, supplies incomplete or inaccurate information, or circumstances arise which could not reasonably have been identified when the quotation was prepared, RA may revise the price, timescale or scope.
4.5 Work requested outside the agreed scope may be charged at RA’s then-current applicable rates unless a separate price is agreed.
5. Client responsibilities
5.1 The Client shall provide RA promptly with all information, content, decisions, approvals, access credentials, technical information and other assistance reasonably required to provide the Services.
5.2 The Client is responsible for ensuring that information and instructions supplied to RA are complete and accurate.
5.3 The Client shall obtain all necessary permissions, licences and rights for any materials, data, trademarks, photography, copy, software or other content it provides to RA.
5.4 Unless expressly included within the Services, the Client remains responsible for: (a) the accuracy and legality of its content; (b) its products, services, pricing and business practices; (c) its regulatory and legal obligations; (d) website terms, consumer information, privacy notices and other legal notices applicable to its business; (e) maintaining appropriate records and backups of its systems and data; and (f) obtaining any approvals required from its own legal, regulatory, compliance, IT or security teams.
5.5 RA is entitled to rely upon instructions given by the Client’s employees, directors, contractors or representatives who reasonably appear to have authority to instruct RA.
6. Delivery, timescales and dependencies
6.1 Unless an Order expressly identifies a date as a fixed contractual delivery date, all dates, milestones, launch dates and completion dates provided by RA are targets or estimates only.
6.2 Time shall not be of the essence unless expressly agreed in writing by a director of RA.
6.3 RA shall not be responsible for delay caused by: (a) delayed Client instructions, content, approvals or decisions; (b) third-party suppliers or platforms; (c) unavailable or defective third-party systems; (d) changes requested by the Client; (e) circumstances outside RA’s reasonable control; or (f) the Client failing to meet an agreed dependency.
6.4 Where a Client delay materially affects a project, RA may reschedule the work according to its resource availability.
6.5 Where the Client fails to meet an agreed dependency, deadline or obligation, affected delivery dates or timescales shall be extended by a reasonable period taking account of the delay and its effect upon RA’s scheduling and resource availability.
6.6 RA shall not be required to allocate additional resources, work outside normal working arrangements or displace work scheduled for other clients in order to recover time lost because of a Client delay unless separately agreed.
6.7 Client delays may result in additional charges where RA incurs additional work, cost or resource requirements as a result.
6.8 Where RA becomes aware of a material delay for which it is responsible, RA will use reasonable endeavours to notify the Client and minimise the delay.
6.9 Unless expressly agreed otherwise in an Order, RA does not guarantee that Services will be completed or launched by any particular date.
7. Changes to scope
7.1 Either party may propose changes to the scope of the Services.
7.2 RA is not required to implement a material change until any resulting change to price, timing or scope has been agreed.
7.3 Minor requests which RA reasonably considers to fall outside the original scope may be undertaken and charged on a time-and-materials basis where it is impractical to provide a separate quotation in advance.
7.4 Additional work requested verbally, by email or through an agreed project management or ticketing system by an authorised Client representative may be treated as authorised work.
8. Client approval and acceptance
8.1 Where appropriate, RA will provide work to the Client for review, testing or approval.
8.2 Unless another period is agreed, the Client should notify RA of any material error or failure to comply with the agreed specification within 7 Business Days of delivery for review.
8.3 Where no material issue is reported within that period, RA may treat the relevant deliverable or stage as accepted.
8.4 Acceptance shall also be deemed to have occurred where the Client: (a) approves the work; (b) puts the work into production or public use; (c) publishes or distributes it; or (d) uses it commercially.
8.5 Requests for enhancements, additional functionality or changes of preference are not defects and may be treated as additional work.
8.6 RA will investigate reproducible defects that materially prevent an agreed deliverable from meeting its agreed specification and which are attributable to RA’s work.
8.7 Where RA is responsible for a defect, the Client shall provide RA with a reasonable opportunity to investigate and remedy it before engaging a third party to undertake remedial work or seeking recovery of the cost of such work, except where immediate action is reasonably necessary to prevent material loss, damage or a security incident.
8.8 Unless expressly agreed in a Service Level Schedule, RA does not guarantee a particular resolution or remediation time. RA will use reasonable endeavours to investigate and rectify defects attributable to its Services within a reasonable period, taking account of their nature, severity and complexity.
9. Existing systems and third-party code
9.1 Where RA is asked to work upon an existing website, application, system, codebase or infrastructure that RA did not originally create, RA is not responsible for pre-existing defects, vulnerabilities, technical debt, unsupported components or undocumented functionality.
9.2 Changes to an existing system may reveal previously unknown faults or incompatibilities.
9.3 RA will take reasonable care when working with existing systems but cannot guarantee that third-party or legacy systems will operate without interruption or error.
9.4 Work required to investigate or resolve issues which are not caused by RA’s Services may be charged separately.
10. Third-party products and services
10.1 The Services may depend upon products and services supplied by third parties, including software, hosting providers, ecommerce platforms, APIs, payment providers, plugins, extensions, fonts, stock imagery and other licensed products.
10.2 Third-party products and services are subject to their own terms, availability, pricing and licensing requirements.
10.3 Unless expressly included in RA’s charges, the Client is responsible for third-party licence, subscription, usage, transaction and renewal charges.
10.4 RA cannot guarantee that a third-party service will remain available, unchanged or compatible with the Client’s systems.
10.5 RA is not responsible for loss, interruption or additional work caused by a third party changing, withdrawing, restricting or discontinuing a product, service, API or functionality.
10.6 Where reasonably practicable, RA will advise the Client of significant third-party changes affecting Services supplied by RA, but any resulting investigation, remedial work, redevelopment or integration changes may be chargeable.
11. Search engines, advertising and commercial results
11.1 Unless expressly guaranteed in an Order, RA does not guarantee any particular: (a) search engine position or ranking; (b) website traffic level; (c) advertising performance; (d) conversion rate; (e) sales level; (f) revenue; (g) approval by a search engine, marketplace, social media platform, AI service or other third party; or (h) other commercial outcome.
11.2 Digital platforms, algorithms, advertising systems, search engines and AI services are controlled by third parties and may change without notice.
12. Intellectual property
12.1 Each party retains ownership of intellectual property owned by it before commencement of the Services.
12.2 The Client retains ownership of materials supplied by the Client to RA.
12.3 RA retains ownership of its pre-existing and reusable intellectual property, including methodologies, processes, software, frameworks, libraries, tools, templates, know-how, techniques and generic or reusable code (“RA Background Materials”).
12.4 Third-party software, open-source software and other third-party materials remain subject to the rights and licences of their respective owners.
12.5 Unless an Order expressly states that intellectual property will be assigned to the Client, upon payment in full RA grants the Client a perpetual, worldwide, non-exclusive licence to use, reproduce and modify project-specific deliverables created by RA for the Client for the Client’s business purposes.
12.6 Any licence or assignment under clauses 12.5 or 12.7 is conditional upon payment of all amounts due in respect of the relevant Order. Until payment in full has been received, RA may withhold delivery of deliverables that have not yet been supplied. Payment in full is a condition precedent to the relevant licence or assignment taking effect.
12.7 Where an Order expressly provides for assignment of bespoke intellectual property to the Client, that assignment will take effect only once all amounts relating to the relevant Services have been paid in full and will not include RA Background Materials or third-party materials.
12.8 Unless otherwise agreed, working files, development tools, internal documentation, unused concepts, source assets and production methods are not required to be supplied to the Client.
12A. Photography and studio services
12A.1 This clause applies where the Services include photography, including product, pack shot, studio and model photography.
12A.2 Copyright. Unless an Order expressly provides otherwise, copyright in photographs created by RA remains with RA. Upon payment in full, RA grants the Client the licence described in clause 12.5 in respect of the agreed delivered images. No assignment of copyright is made unless expressly stated in the applicable Order.
12A.3 Delivered files. Unless expressly agreed otherwise, the deliverables comprise only the selected and processed images in the agreed file formats. RAW files, unselected frames, outtakes and other working or production files are not deliverables and need not be supplied.
12A.4 Permissions and releases. Where the Client supplies or arranges products, people, models, locations, trademarks, artwork or other materials for a shoot, the Client is responsible for obtaining any permissions, releases or licences required for the intended use. Where RA expressly agrees to arrange a model, location or other third-party permission, RA will be responsible only for obtaining the permission expressly included within that arrangement.
12A.5 Products and materials. RA will take reasonable care of products and materials supplied to it. Subject to clause 21, RA is not responsible for inherent deterioration, ordinary handling required to perform the Services, or loss or damage arising from circumstances outside RA’s reasonable control. The Client should notify RA before supplying unusually fragile, irreplaceable or materially valuable items so that any special handling or insurance arrangements can be agreed.
12A.6 Shoot cancellation or postponement. Any cancellation or postponement charges will be those stated in the applicable quotation, Order or booking confirmation. In all cases, the Client remains responsible for non-cancellable third-party costs and commitments reasonably incurred by RA for the confirmed booking.
12A.7 Use of images. The Client may use delivered images only within the licence or rights granted under the applicable Order and clause 12. Any use requiring rights not granted by that licence requires RA’s prior written agreement and may be subject to additional charges.
13. Portfolio and publicity
13.1 Unless the Client has requested confidentiality in writing, RA may identify the Client as a customer and display publicly released work created for the Client in RA’s website, credentials, portfolio, award submissions and marketing materials.
13.2 RA will not disclose the Client’s confidential information for this purpose.
14. Confidentiality
14.1 Each party shall keep confidential any confidential commercial, technical or financial information received from the other party.
14.2 Confidential information may be disclosed to employees, professional advisers, contractors and subcontractors who need the information for the purposes of the Services and who are subject to appropriate confidentiality obligations.
14.3 Confidentiality obligations do not apply to information which: (a) is already lawfully in the public domain; (b) was lawfully known to the receiving party before disclosure; (c) is received lawfully from a third party without confidentiality restrictions; or (d) is required to be disclosed by law or a competent authority.
15. Data protection
15.1 Each party shall comply with applicable data protection law in connection with the Services.
15.2 Each party is responsible for its own compliance obligations where acting as a controller of personal data.
15.3 Where RA processes personal data on behalf of the Client as a processor, RA’s General Data Processing Addendum applies unless alternative data processing provisions have been separately agreed in writing.
15.4 Where RA and the Client have entered into a separate written agreement, contract or data processing agreement containing provisions relating to the Processing of Personal Data, those separately agreed provisions take precedence over RA’s General Data Processing Addendum to the extent of any conflict.
15.5 The Client is responsible for ensuring that it has an appropriate lawful basis and has provided any required notices for personal data supplied to or made accessible to RA.
15.6 Nothing in these Terms excludes or limits an obligation or liability to the extent that applicable data protection law does not permit it to be excluded or limited.
16. Security
16.1 RA will take reasonable technical and organisational precautions appropriate to the Services being supplied.
16.2 No internet-connected website, software application, network or system can be guaranteed to be completely secure, continuously available or free from vulnerabilities.
16.3 RA does not warrant that any website, software, network or internet-connected system will be immune from unauthorised access, malware, cyberattack, vulnerabilities or other security incidents.
16.4 RA shall not be responsible for a security incident arising from systems, software, credentials, configurations, actions or omissions outside RA’s reasonable control.
16.5 Unless ongoing security, maintenance, support or hosting is expressly included within the Services, responsibility for maintaining a deliverable after completion passes to the Client.
16.6 Changes made after delivery by the Client or a third party may affect the functionality, security or compatibility of RA’s work.
17. Data and backups
17.1 Unless backup, disaster recovery or data restoration services are expressly included in an Order or applicable Hosting & Maintenance Terms, the Client remains responsible for maintaining appropriate backups of its data, content, software and systems.
17.2 Where RA provides backup services, backups will be provided in accordance with the applicable Hosting & Maintenance Terms or other specific service terms.
17.3 RA does not warrant that any individual backup will be completely error-free or capable of restoring every item of data.
17.4 The Client acknowledges that restoration from backup may result in loss of data created or changed between the most recent usable backup and the restoration point.
17.5 RA’s liability for loss or corruption of data is subject to the exclusions and limitations of liability contained in these Terms to the extent permitted by law.
18. Charges and invoicing
18.1 The Client shall pay the charges stated in the applicable Order or otherwise agreed with RA.
18.2 All prices are exclusive of VAT unless expressly stated otherwise.
18.3 Reasonable expenses and third-party costs incurred specifically for the Client may be charged in addition where agreed or reasonably necessary to provide the Services.
18.4 Invoices and payments are governed by RA’s Payment & Invoicing Terms, which form part of these Terms.
18.5 Where the Client requires a purchase order, supplier registration or internal approval process, this does not delay the Client’s payment obligation unless RA expressly agrees otherwise.
18.6 The Client must ensure that any required purchase order or billing information is supplied to RA before the relevant invoice is due to be issued.
18.7 The Client may not withhold payment of an invoice solely because it disputes part of the Services.
18.8 Where the Client disputes an invoice or part of an invoice in good faith, it must notify RA promptly in writing, giving reasonable details of the amount disputed and the grounds for the dispute.
18.9 Any undisputed amount remains payable in accordance with RA’s Payment & Invoicing Terms.
18.10 A dispute concerning one Order, deliverable or invoice does not entitle the Client to withhold payment of amounts properly due in respect of other Orders, deliverables or invoices.
18.11 All amounts due to RA shall be paid in full without set-off, counterclaim, deduction or withholding except where required by law.
18.12 Where applicable, RA reserves the right to claim statutory interest, fixed compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations in respect of overdue commercial debts.
19. Suspension
19.1 RA may suspend Services where: (a) an invoice is overdue; (b) the Client materially breaches the contract; (c) continuing the Services would create a security, legal or regulatory risk; (d) the Client fails to provide information or access required for RA to continue; or (e) RA reasonably believes continued provision of the Services could damage RA’s systems, reputation or other customers.
19.2 RA will normally give reasonable notice before suspension where circumstances permit.
19.3 Suspension does not affect the Client’s obligation to pay amounts already due.
19.4 Where RA suspends Services for non-payment, RA may require payment of all overdue amounts before resuming the Services.
20. Warranties
20.1 RA warrants that it will provide the Services with reasonable care and skill.
20.2 Except as expressly set out in the contract, all other warranties, representations or conditions are excluded to the fullest extent permitted by law.
20.3 RA does not warrant that: (a) Services will be completely uninterrupted or error-free; (b) all software defects will be capable of correction; (c) third-party products will remain available or unchanged; (d) websites or software will operate indefinitely with future versions of browsers, operating systems, platforms or third-party services; or (e) Services will achieve a particular commercial result unless expressly agreed.
21. Limitation of liability
21.1 Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.
21.2 Subject to clause 21.1, RA shall not be liable for any: (a) loss of profit; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business or business opportunity; (e) loss of goodwill, reputation or brand value; or (f) indirect or consequential loss.
21.3 The exclusions and limitations contained in this clause apply to all liability arising out of or in connection with the Services, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, and including liability arising from the acts or omissions of RA’s employees, workers, agents, contractors and subcontractors.
21.4 Subject to clause 21.1, RA’s total aggregate liability arising out of or in connection with any Order shall not exceed the total charges paid or payable to RA under the relevant Order giving rise to the claim, subject in all cases to a maximum aggregate liability of £5,000 per Order.
21.5 Where a claim relates to more than one Order, the Client shall not be entitled to aggregate separate Orders where the claims arise from the same or substantially the same act, omission, event or series of related events. In such circumstances, RA’s maximum aggregate liability shall be £5,000.
21.6 The liability cap does not make an otherwise excluded category of loss recoverable. The exclusions in clause 21.2 apply irrespective of whether the amount claimed is below the applicable liability cap.
21.7 The Client is responsible for taking reasonable steps to mitigate any loss it suffers.
21.8 Nothing in these Terms limits the Client’s obligation to pay charges properly due to RA.
22. Client materials and claims
22.1 The Client warrants that materials and instructions supplied by it to RA may lawfully be used for the purposes of providing the Services.
22.2 The Client shall be responsible for claims arising from content, data, materials or instructions supplied by the Client which infringe a third party’s intellectual property or other rights, except to the extent the claim arises from RA’s unauthorised modification or use of those materials.
23. Cancellation and termination
23.1 The Client may cancel work which has not yet been completed by notifying RA in writing.
23.2 Where work is cancelled, the Client shall pay: (a) for all work carried out up to the effective cancellation date; (b) any work reasonably required to close down or hand over the project; (c) any non-cancellable third-party costs or commitments incurred by RA; and (d) any other cancellation charges expressly agreed in the applicable Order.
23.3 Either party may terminate a contract immediately by written notice if the other party: (a) commits a material breach which is capable of remedy and fails to remedy it within 14 days after written notice requiring it to do so; (b) commits a material breach which cannot reasonably be remedied; or (c) becomes insolvent, enters administration or liquidation, or ceases or threatens to cease carrying on business, except for a solvent restructuring.
23.4 RA may terminate the relevant contract by written notice where an invoice remains unpaid for more than 14 days after its due date and the Client fails to pay within 7 days after receiving written notice requiring payment.
23.5 Unless otherwise agreed, either party may terminate an ongoing service with no stated fixed term by giving 30 days’ written notice.
24. Consequences of termination
24.1 Termination does not affect rights and liabilities which have accrued before termination.
24.2 All outstanding charges for work already performed and committed third-party costs remain payable in accordance with the applicable payment terms.
24.3 Any licence or assignment dependent upon payment in full will not take effect until the relevant invoices have been paid.
24.4 Clauses which by their nature are intended to continue after termination shall remain in force, including clauses relating to intellectual property, confidentiality, payment and liability.
25. Subcontracting
25.1 RA may use employees, contractors, specialist suppliers and subcontractors to provide some or all of the Services.
25.2 RA remains responsible for managing the Services supplied by it, subject to the terms of the contract.
26. Force majeure
26.1 Neither party shall be liable for delay or failure to perform its obligations where that delay or failure results from circumstances beyond its reasonable control.
26.2 Such circumstances may include failure of utilities or telecommunications, internet outages, cyber incidents affecting third parties, industrial disputes, fire, flood, extreme weather, epidemic or pandemic, government action, war, terrorism or failure of key third-party infrastructure.
26.3 The affected party shall take reasonable steps to minimise the effects of the event.
27. Notices and communications
27.1 Day-to-day communications and instructions may be provided by email or through an agreed project or ticketing system.
27.2 Any notice relating to termination or a material contractual breach should be given in writing by email or post to the usual business contact of the other party.
27.3 Each party is responsible for notifying the other of changes to its relevant contact details.
28. Assignment
28.1 The Client may not transfer or assign its rights or obligations under a contract with RA without RA’s prior written consent, such consent not to be unreasonably withheld.
28.2 RA may assign or transfer a contract as part of a bona fide sale, transfer or restructuring of its business.
29. Entire agreement
29.1 The applicable Order, these Terms and any documents expressly incorporated into them constitute the agreement between RA and the Client in relation to the relevant Services.
29.2 The Client acknowledges that it has not relied upon any statement or representation which is not contained in the agreement, except that nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
30. Waiver and severability
30.1 A delay or failure by either party to enforce a right does not waive that right.
30.2 If any provision of the contract is found to be invalid or unenforceable, the remaining provisions shall continue in effect.
30.3 Where practicable, an invalid provision shall be modified only to the minimum extent necessary to make it valid and enforceable.
31. Third-party rights
31.1 The contract is between RA and the Client.
31.2 No other person has any right to enforce its terms unless expressly stated otherwise.
32. Changes to these Terms
32.1 RA may update these Terms from time to time.
32.2 The Terms applicable to a particular Order will normally be the version in force when that Order was accepted or the work was instructed.
32.3 Updated Terms may apply to new Orders or subsequent instructions.
33. Governing law and jurisdiction
33.1 These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.
33.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with these Terms or the Services.
RA Creative Limited
Company Number: 01940817
Registered Office: 7 Poplars Court, Lenton Lane, Nottingham, England, NG7 2RR