CREATiQAS Terms & Conditions

1. Introduction

1.1 The CRTQ CREATIQAS Agency trading as CREATiQAS (“we, us, our”) is an independent, creative, design branding, marketing agency whose work includes website design and development; application user interface design and development; brand identity and promotion; corporate identity; corporate literature; licensing; brand positioning; brand invention; innovation; name generation; developing creative concepts and identities; creative campaigns; branding; graphic design; print design, exhibitions and events; and other services relating to the design, marketing, and promotion of its client’s (“you, your”) goods, services, brand and identity.

1.2 We agree to serve as your primary consultant upon the following terms and conditions (“Terms”).

1.3 The following Terms and Conditions of Service apply to all artwork, graphic design, print, products and services. Placing of business through us constitutes an acceptance of these Terms, subject to any amendments expressly agreed in writing.

1.4 Copyright is retained by CREATiQAS on all design work including words, pictures, ideas, concepts, visuals and illustrations unless specifically released in writing and until after all costs have been settled.

1.5 If multiple design concepts or a choice of designs are/is submitted/presented and one is chosen for your project, only that concept/solution is deemed to be given by us as fulfilling the contract. All other designs remain the property of CREATiQAS unless specifically agreed in writing.

1.6 We may revise these general terms and conditions, policies and guidelines from time to time. The revised general terms and conditions shall apply from the date of publication on the website.

2. Services

2.1 In consideration of you paying the fee in accordance with clause 4 below, we will perform the agreed Services (“Services”) for you which are usually set out in a proposal or cost estimate or a separate design project (“the Design Project”) which is either attached to these Terms or will be provided to you separately.

2.2 Through the provision of Services we will produce for you the final result that is selected by you for implementation (“the work”).

2.3 We will provide the Services to you using reasonable skill and care and in a timely manner (unless we are prevented by circumstances beyond our reasonable control).

2.4 Unless we have expressly agreed otherwise all times agreed with you for the delivery of the Service are reasonable estimates and we will notify you if we anticipate that any part of the Service is likely to be delayed.

2.5 You are expected to carry out an appropriate examination of the Services supplied by us as soon as is reasonably practicable following delivery. In the absence of any written complaint you will be deemed to have accepted the quality of the Services. These Terms and the Design Project approved by you shall be the agreement for delivery of the Design Project between you and us (“Agreement”) to the exclusion of all other arrangements and correspondence.

3. Estimates, Quotations and Project Acceptance

3.0.1 At the time of proposal, CREATiQAS will provide the client with an estimate or quotation by email. These Terms and Conditions can be read at any time on the CREATiQAS website.

3.0.2 A copy of the written estimate or quotation is to be agreed by the client in writing to indicate acceptance and should be returned to CREATiQAS. Alternatively, the client may send an official purchase order in reply to the estimate or quotation which binds the client to accept our terms and conditions, or an email acknowledging acceptance of the estimate or quotation.

3.0.3 For the avoidance of doubt, the CREATiQAS Terms & Conditions are what govern the job, not any conditions on the client’s purchase order.

3.0.4 No work on a project will commence until either document has been received by CREATiQAS.

3.1 Design Fees

3.1.1 Fees for design services to be provided by CREATiQAS, will be set out in the written estimate or quotation that is provided to the client. At the time of the client’s acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a full payment or a non-refundable deposit of 50% of the quoted fee or as agreed by CREATiQAS will become immediately due. Work on the project will not commence until CREATiQAS has received this amount.

3.1.2 All costs supplied are estimated. Any increases or decreases in cost will be advised in writing before commencement of any work. Once agreed, a purchase order will then be required. Prices include up to 3 sets of author’s amends unless otherwise specified.

3.1.3 All estimates or quotations are valid for 21 days from the date specified.

3.1.4 Unless agreed otherwise with the Client, all design services require an full payment or an advance payment of a minimum of fifty (50) percent of the project quotation total before the work commences or is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials. Websites: fifty (50) percent will be required prior to commencing work and full balance is due on completion but prior to launch. Occasionally we may request interim payments on projects if required prior to completion.

3.1.5 Website prices include initial email address setup and supply of information/logins for clients to set emails up locally. Any further email advice and local issues will be charged at our hourly administration rate or we will recommend an IT expert if the work is beyond our remit.

3.2 Source Files

3.2.1 We will supply proofs and PDF files as appropriate for printing, or other graphics files as detailed in the job scope or request.

3.2.2 Charges for design work do not cover the release of our copyright design source files, including but not restricted to indd, psd, Ai, jpeg, png or other source files or raw code.

3.3 Charges for Other Services

Charges for any additional services requested during the project that are over and above the originally estimated time, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.

3.4 Approvals & Authority

3.4.1 Save in exceptional circumstances or for minor work where we will issue a written order confirmation or where we are working under a retainer arrangement, we will submit the detailed Design Project to you for your general approval, together with an estimate (unless fixed fees have been agreed in advance) of the cost of carrying out the proposed work.

3.4.2 Your approval of the Design Project (including costs, errors and omissions excepted) will create a binding contract between us and be our authority to purchase production materials, prepare proofs and enter into contracts on the basis of the estimates/fixed fees. We reserve the right to vary or withdraw any proposed Design Project and costings at any time prior to receiving your approval thereof. A Design Project and/or costings may be expressed to remain open for a specific period of time.

3.4.3 You may cancel or request us to change the Design Project in whole or part (including work-in-progress) and we shall take all reasonable steps to comply, provided that we can do so without incurring costs arising from our contractual obligations to third parties and suppliers. We will advise you of the costs of any request to cancel or change the Design Project within a reasonable time of such a request. Until we have your written confirmation that you require cancellation or a change to the Design Project (which will constitute your agreement to the costs and expenses we have identified or estimated will result from such cancellation or change) we will continue the Design Project as instructed.

3.4.4 We shall be entitled to accept instructions and approvals from any individual holding himself out as being authorised to give such instructions or approval on your behalf. We shall not be liable to you for any delay or changes to the Design Project caused by such individual(s) being unavailable when required to give instructions or approvals.

3.4.5 We reserve the right to make modifications to the Services which are necessary to comply with any applicable law but will always endeavour to discuss any such changes with you before they are made so that the full impact on the Services is clear. You will be responsible for any additional costs that are incurred in making such changes.

3.4.6 We are not required to keep records or artwork files in respect of Work following completion of a project unless expressly agreed in writing as part of the Services.

3.4.7 All original preparatory and development materials including but not limited to sketches, scamps, notes, mock ups, prototypes etc, as well as any source material, both digital (including code) and physical, produced by or for us as part of the Services remains our property unless expressly agreed in writing to the contrary and shall be promptly returned undamaged and unmarked at the end of the project under which they were created or upon our request.

3.4.8 If third parties are engaged by you in relation to matters which impact upon the Services, then you will take reasonable steps to ensure that they fully co-operate with us.

3.4.9 We do not warrant the work or products of third parties, that any statutory approvals will be granted, or the solvency of any third party associated with the Services (whether or not they were appointed on our advice or recommendation).

3.4.10 Our responsibility goes no further than to ensure that the Work will be suitable for use in relation to the purpose disclosed to us and taken into account when delivering a Design Project. The price charged by us for the Services will reflect that scope of use and any extended usage will require our prior written approval and will usually result in an additional charge.

3.4.11 If you have any complaint about the quality of the Services or the goods provided then notice shall be given to us within 7 days of delivery. In the absence of such a notification you will be deemed to have accepted the supply. We reserve the right to suspend provision of the Services whilst any complaint regarding delivered Work or any other aspect of the Services is investigated and resolved. We will provide an estimate of such costs if requested.

3.4.12 Where we are engaged (usually as part of a larger brief) to provide a marketing strategy or advise upon business growth or anything associated therewith, we will give our advice based upon specific information and parameters supplied by you and we cannot be held responsible for any changes out of our control and that we were not aware of and which could not reasonable have been anticipated.

4. Payment

4.1 In consideration of the provision of the Services you agree to pay us a fee (“Fee”) which will be estimated or agreed between us in advance. In the absence of express agreement on a fixed fee for specific services (and this being clearly stated in the Design Project) all Fee proposals are estimates based upon information available at the time. The Fee is exclusive of the third party costs and out-of-pocket expenses (including but not limited to studio costs, advertising fees, photocopying, storage, printing, proofs, photography, custom fonts, icons, license costs, subcontracting costs, accommodation, travel, subsistence, mail and courier), all of which will be charged to you at cost plus a handling charge.

4.1.1 Where the Fee or any third party costs or expenses exceed an estimate we will usually seek your approval wherever it is practical to do so before proceeding with the Design Project or continuing it. Together the Fee, third party costs and expenses constitute the contract price (“Contract Price”).

4.2 We reserve the right to review and if appropriate increase the Fee (both estimated or fixed) if you:

4.2.1 We reserve the right to review and if appropriate increase the Fee (both estimated or fixed) if you:4.2.1 request us to perform additional Services for you (for the avoidance of doubt including but not limited to the delivery of a back-up of any website);

4.2.2 request any changes or additions to the Design Project;

4.2.3 delay payment, delivery of information, instructions, approvals or consents to us; or

4.2.4 change any agreed timetable in which the Design Project is to be performed.

4.3 Any agreed fixed fee or estimate assumes delivery of the Services to your principal business address, or as stipulated in the Design Project and additional charges may be incurred if delivery is required to another address.

4.4 Any agreed fixed fee or estimate assumes all content supplied by you to us is in a digitised format. Unclear documents or resource materials supplied to us by you or on your behalf that cannot be used without preparation and materials provided in an inappropriate format may result in an additional charge.

4.5 Any work that could not reasonably have been anticipated and taken into account when preparing a fixed fee or estimate (including but not limited to the conversion of file types, the supply of photographic material not of print quality or time spent locating and extracting items from a large volume of material), may result in additional charges.

4.6 We shall be entitled to make an additional charge should it become necessary to work unsocial hours to meet any agreed timeframe although wherever practicable to do so, we will notify you before such work is undertaken.

4.7 We reserve the right to pass on any increase in charges from any third party / subcontractor engaged in connection with the performance of the Services.

4.8 Unless agreed in writing or arising under a counter claim based in fraud you may not make any set-off against or withhold payment of any part of the Contract Price or any expenses or other monies due to us.

4.9 We shall have a lien over any property (in whatever form) supplied to us by you or on your behalf, until all payments due to us by you have been made in full.

4.10 You shall pay our expenses incurred by or in connection with recovery of monies owed by you to us.

4.11 If we are required to proof materials supplied by a third party then additional charges will be incurred unless this has been expressly agreed as part of the Services.

5. Terms of Payment

5.1 You agree to pay the Fees and any third-party costs or expenses (without set-off or deduction unless expressly approved in writing by us) in Uganda Shillings in full or in advance or by stage payments as set out in the Design Project save as provided in these Terms or otherwise expressly agreed in writing.

5.1.1 We reserve the right for new clients and in relation to certain type of work such as web design and build to require up to full payment or 80% of the Fee to be paid before we commence work, and with the balance payable on completion of the Design Project. We reserve the right to increase or decrease these payments on a project-by-project basis.

5.2 Unless special arrangements for payment have been set out and agreed as part of the Design Project or otherwise invoices in respect of the Fee and any costs or expenses incurred will be submitted to you monthly and you agree to pay these within 21 days of presentation.

5.3 We reserve the right to require you to make further payments on account in respect of any anticipated third-party costs or expenses.

5.4 We shall include on our invoices, where appropriate, any VAT or other legally required charges at the prevailing rates.

5.5 You must notify us in writing of any queries or discrepancies in invoices in writing within 7 days of the invoice date presentation to allow any investigations to take place as soon as possible.

5.6 If you fail to settle any invoice by the due date you shall be liable, without reminder and without prejudice to any other rights we may have (Accounts which remain outstanding for 21 days after the date of invoice), will incur an extra charge of 8% per month of the outstanding amount with effect from the date on which the invoice was due to be settled to the date of payment.

5.7 You agree that Without prejudice to any other rights we may have, if you fail to settle an invoice by the due date we shall be entitled to suspend performance of the Design Project in whole or in part or to refuse the further performance of our obligations, without incurring any liability to you for any loss caused by such suspension or cancellation of the Design Project.

5.8 You agree that Payments may be made by online transfer, credit card (Visa, Mastercard) or Debit Card, Mobile Money or Cash at our physical offices. Payments made by cheque must be previously agreed and may be subject to an administration charge. Cheques should not be sent in regular mail.

5.9 The client will be provided with Artwork Approval or Proof Email, and an invoice prior to final print/artwork/publication. At this time the remainder of the amount due will become payable and the client will also be required to return the authorised approval in writing or by email to CREATiQAS.

5.10 You agree that Any printed materials require payment within 3 days of invoice.

5.11 You agree that Any website balance payments are due before website launch. Payment for web hosting is due by date of hosting renewal.

5.12 You agree that Publication and/or release of work fulfilled by CREATiQAS on behalf of the client, may not take place before cleared funds have been received.

5.13 An account shall be considered default if it remains unpaid for 21 days from the date of invoice or following a returned cheque. CREATiQAS shall be entitled to remove CREATiQAS‘s and/or the client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.

5.14 Removal of such materials does not relieve the client of its obligation to pay the due amount.

5.15 Clients whose accounts become default agree to pay all CREATiQAS‘s reasonable legal and accounting expenses and third party collection agency fees in the enforcement of the debt and these Terms and Conditions.

5.16 You hereby indemnify us, and undertake to keep us indemnified, against: any VAT liability or other tax liability that we may incur in relation to any sale, supply or purchase made through our website, where that liability arises out of your failure to pay, withhold, declare or register to pay any VAT or other tax properly due in any jurisdiction.

6. Terms of Business with Third Parties

Our contracts with third parties in connection with the Design Project are made in accordance with standard or individual conditions and contracts (“the Contracts”). You accept, and agree to comply with the terms of such Contracts of which you have been made aware and acknowledge that work required by you can only be carried out within, and subject to the provisions of the Contracts, including, without limitation the provisions relating to cancellations, omissions and deadlines.

7. Intellectual Property

7.1 Subject to rights of third parties and save in respect of open source material used by us, the copyright and/or design and/or moral right and/or other intellectual property rights recognised anywhere in the world (and whether registerable or not) in any literary or artistic work including all design work (such as specifications, designs, materials, drawings, illustrations, texts, code, photographs, prototypes, objects, models and mock-ups, whether stored or displayed physically or electronically and in whatever medium) belong exclusively to us and are hereby asserted.

7.2 Subject to clause 7.3, on completion of the Services and payment of the Contract Price in full and subject to any third party rights in the work (as identified by us) we shall grant to you:

7.2.1 an exclusive licence to use the copyright and design rights belonging to us in the final work (generally of a visual appearance nature) selected for implementation including any two or three dimensional graphic design solution, branding, logo, logo-type, corporate identity, bespoke fonts, music, film, photographs, digital page layout. (“The Work”); or

7.2.2 a non-exclusive licence (exclusive where expressly agreed in writing as part of the Proposal) to use the intellectual property rights belonging to us in all coding and programming required for the use of the final selected work including any content management system for updating the work or similar programming tools and any other elements of the Services which are not part of the two-dimensional visual appearance of the final selected work (other than open source content management system).

7.3 For the avoidance of doubt no right or interest shall pass to you in any open source or other freely available material which is included in the Work and delivered as part of the Services.

7.4 No rights in any work created by us before our engagement and which is then used in work created as part of the Services will pass to the you but we grant you a non-exclusive licence to use such work for the purpose of the particular project.

7.5 Pending payment of the Contract Price in full, we shall where appropriate grant you a revocable and non-exclusive temporary licence to use the work for all reasonable purposes associated with the approval, checking and testing of the work.

7.6 If any payment due to us under the contract is not received in full within 30 days of the due date then the licence referred to in the preceding clause shall be suspended until all outstanding payments have been made.

7.7 You shall not, without prior express written approval from us, use the work delivered as part of the Services for any purpose outside of the scope of the brief as reflected in the Design Project.

7.8 Any licence granted to you in respect of the Work shall not unless specified in the Design Project include a right to adapt or modify such work.

7.9 New Development – You acknowledge that any new inventions, designs or processes which evolve in the provision of the Services shall belong to us unless the development and ownership thereof by you was an express written term of the engagement of us.

7.10 Fonts

7.10.1 We may use licensed fonts (including web fonts) in the provision of the Services. Any such use is personal to us and it may be necessary for you to obtain at its own cost a licence for the enjoyment and use of the Work. We are is not liable for any failure of you to hold the necessary licence(s).

7.10.2 We may use open source fonts in the provision of the Services. We will not grant any licence or give any warranty in respect of such fonts.

7.11 Reservation of Technical and Artistic Concepts – We will not infringe your rights in the Work but reserve exclusive ownership of and the right to use all other designs, concepts, ideas or intellectual property developed during the course of the Services.

7.12 Multi Designs – If more than one design solution/concept is chosen by you and this was not provided for in the Design Project, an additional fee will be payable by you.

7.13 Subcontractors’ Intellectual Property

7.13.1 We will use reasonable endeavours to procure an assignment of the appropriate rights of its subcontractors, which are incorporated in the work.

7.13.2 You are reminded that photographers, illustrators and film producers often retain ownership of their original work and may demand that it is returned undamaged, although this should not restrict your use within any negotiated usage rights.

7.13.3 Rights in stock photography and music will always be non-exclusive unless we have expressly agreed to acquire exclusivity of usage for you. You indemnify us against any cost, claims and liabilities where it continues to use such work outside negotiated usage rights whether this be in relation to the period of use or the scope of use.

7.14 Originality

7.14.1 We warrant that our own design work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary in writing) it is your sole responsibility to make all appropriate searches or enquiries in this regard at the appropriate time. Beyond the scope of this warranty, we shall have no liability to you in respect of any infringement or alleged infringement of intellectual property of any third party or passing off.

7.14.2 We give no warranty as to whether the Work meets any criteria for the registration of intellectual property rights and shall have no liability to you in respect of any failure to register.

7.15 Further Assurance – We will, at your cost, execute such documents and do such things that are reasonably necessary to give effect to this clause.

7.16 Moral Rights

7.16.1 We hereby reserve and assert all moral rights in all work created during the Services.

7.16.2 You shall give reasonable attribution to us as the author of the Work wherever appropriate.

7.17 Copyrights and Trademarks

7.17.1 By supplying text, images and other data to CREATiQAS for inclusion in the marketing item(s), the client declares that they hold the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.

7.17.2 Any artwork, images, or text supplied and/or designed by CREATiQAS on behalf of the client, will remain the property of CREATiQAS and/or it’s suppliers, excluding logo design in which full copyright will be passed to the client upon receipt of full payment.

7.17.3 The client may request in writing from CREATiQAS, the necessary permission to use materials (for which CREATiQAS holds the copyright) in forms other than for which it was originally supplied, and CREATiQAS may, at their discretion, grant this. Such permission must be obtained in writing before it will allow any of the preceding artwork, images, text, or other data to be used. CREATiQAS reserves the right to charge fees for additional usage.

7.17.4 Any software, code, plugin or other third party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the responsibility of the client, not CREATiQAS’.

7.17.5 By supplying images, text, or any other data to, the client grants, CREATiQAS’ permission to use this material freely in the pursuit of the design and to utilise the designs in CREATiQAS’ portfolio unless agreed otherwise.

7.17.6 Should CREATiQAS or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow CREATiQAS to remove and/or replace the file.

7.17.7 The client agrees to fully indemnify and hold CREATiQAS free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.

7.18 Licensing

7.18.2 All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use.

7.18.1 Any design, copywriting, drawing, idea or code created for the client by CREATiQAS, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of CREATiQAS and any of its relevant sub-contractors.

7.18.3 CREATiQAS will not be held responsible for any and all damages resulting from such claims.

7.17.4 CREATiQAS is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The client agrees not to hold CREATiQAS responsible for any such loss or damage.

7.18.5 Any claim against CREATiQAS shall be limited to the relevant fee(s) paid by the client

8. Your Responsibility for Implementation

8.1 Unless it is agreed as part of the Services full responsibility for implementation, display, electronic integration and compatibility, back up, production and manufacture of graphic designs or work incorporating graphic designs shall remain with you, although you acknowledge that failure to consult us on implementation or its failure to implement any of our recommendations may result in unsatisfactory implementation.

8.2 You shall indemnify us in respect of any claim howsoever arising under consumer protection or other legislation other than due to a breach by us of our obligations under the agreement.

9. Your Property – Any property that you make available to us for any purpose in connection with the Design Project/design project shall be and shall remain at all times at your risk. You will be responsible for your property when in the hands of the media, printers, production companies or otherwise. In the absence of negligence on our part we shall have no liability for the loss of, damage to or misuse of such property.

10. Legal Liability and Other Claims

10.1 We shall not be liable for any delay in, or omission of, publication or transmission, or any error or claim arising from the Design Project or any material prepared, provided or commissioned (or which ought to have been prepared, provided or commissioned) which is not due solely to our negligence and subject to clause 10.2.

10.2 The maximum aggregate extent of our liability in respect of any claims or demands brought by you against us in respect of the agreement howsoever arising shall be limited to a sum equal to the total Fee actually paid to us in respect of the Services – shall be limited to the relevant fee(s) paid by the client.

10.3 We shall not be liable for any indirect or consequential loss, loss of sales, loss of profit, loss of production, loss of opportunity, loss or damage to goodwill, loss of reputation, loss or corruption of data, and any packaging or distribution costs.

10.4 We shall not be liable for any losses/costs incurred as a result of changes to the Work by you or a third party.

10.5 If the Services includes the provision of subcontractors by us then we will advise on and procure the services of subcontractors who we are satisfied are reasonably professionally competent but otherwise we shall not be liable for the acts or omissions of subcontractors.

10.6 Where an error is found in any delivered work/order (of whatever nature), which is our responsibility then to the extent permitted by law, our liability shall be limited to correcting or replacing the work (at our discretion).

10.7 You accept reasonable tolerances in relation to the products and Services including but not limited to those in respect of overs/unders, colour and finish.

10.8 We shall not be responsible for any errors apparent in products, artwork, copy or proofs that have been signed off by you or your behalf.

10.9 We will not be responsible for any colour discrepancy with design work created as part of the Services, unless we have signed off printed proofs in an appropriate form prior to printing.

10.10 We shall not be responsible for any dissatisfaction attributable to the provision of incorrect information supplied by you or your agents and suppliers or any changes made by you and/or your agents or suppliers which affects the Services delivered by us and we should not be expected to question any such information or change.

10.11 Where we acquire imagery or other third party material for incorporation in Work then we do so upon the terms of the provider and you shall be expected to make yourself aware of and observe any limitations and restrictions. Usage (duration, geographical area and purpose) will be sufficient only for the brief upon which we are engaged. We shall not be responsible for any breach by you of the negotiated usage and you indemnify us against all costs claims and liabilities if you are in breach.

10.12 We will where appropriate as part of our Services (usually forming part of a Design Project) indicate the scope of its compatibility with specific browsers (unless otherwise agreed the Work will only support the latest two versions of agreed browsers) but shall not be liable (beyond agreed bug fixes after launch) for any browser support problems which subsequently arise outside of the scope of our agreed browser compatibility obligations.

10.13 Save to the extent that we are in breach of our obligations under clause 7.14 of this agreement, you will indemnify us and our officers, directors, agents and employees against any loss, claims, damages, liabilities and expenses we may incur as the result of:

10.13.1 any material prepared or commissioned for you by us and approved by you before publication;

10.13.2 any cancellation of, or amendment to, the Design Project by you;

10.13.3 the use of your property; and

10.13.4 the acts and omissions of you and your employees and agents in the performance of your obligations under these Terms.

10.14 We shall not be liable to you for any act or omission to the extent that such act or omission arises from any event outside our reasonable control. If we are prevented from fulfilling our obligations under these Terms by reason of any event outside our reasonable control, we shall not be liable for any breach of contract and shall be entitled, without any liability to you, to extend the time or times for delivery of the Services or for performing our obligations pursuant to the agreement by a period at least equivalent to that during which such delivery or performance has been prevented by such event.

11. Termination Provisions

11.1 The agreement in respect of specific work shall terminate automatically upon completion of the Design Project and payment in full having been made by you in accordance with these Terms but this shall not affect any ongoing retainer obligations of either party.

11.2 The agreement may also be terminated/cancelled by either party giving the other within a21 days notice in writing.

11.2.1 Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, CREATiQAS will need formal notification in writing to the company’s email or postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 10 days.

11.2.2 Cancellation of orders – Please note that any cancellation which is not formally confirmed in writing and received by CREATiQAS within 21 days of such instruction being issued, will be liable for the full quoted cost of the project.

11.3 Our respective rights, duties and responsibilities shall continue in full force during the period of notice.

11.4 Clauses 7, 8, 10, 11, 12, 13 and 15 shall survive termination of the agreement.

11.5 We shall be entitled to receive the Fees during the period of notice. If the amount of that Fee cannot be agreed then the amount payable will be calculated on the basis of the average Fee paid during the four months, or such shorter period as is applicable, prior to the date of termination. In addition we will during the notice period continue to invoice you for all other materials and services authorised by you which we provide and perform, and any payment due to a third party in connection with the Services which cannot be cancelled.

11.6 In addition to the provisions of clause 11.4 in the event that the notice of termination under clause 11.2 is given by you then we will also be entitled to receive 80% of the agreed Fee that would have been payable, in respect of the period from the date of termination until completion of the Service. On termination you shall remain liable for all sums due to us and any third parties under these Terms up to and including any notice period, and any payment due to third parties in connection with the Service which cannot be cancelled.

11.7 The termination shall not affect our respective rights or remedies in respect of any antecedent breach of these Terms.

11.8 The termination shall not affect any provisions in these Terms which are expressed to remain in full force and effect notwithstanding such termination.

11.9 Following cancellation by you but subject to the payment to us of the full Fee or appropriate part of the Contract Price and other payments pursuant to this clause 11, you shall be entitled to select and will receive intellectual property rights in accordance with clause 7 in one of the design solutions/concepts that have been presented to you prior to the date of cancellation. Unless you make the payment in full you will receive no rights in any intellectual property arising from the Service.

11.10 Any materials relating to any design solutions presented by us prior to cancellation (save that selected pursuant to clause 11.8 above) shall be returned forthwith.

11.11 We shall be entitled to cancel the Agreement immediately if any part of the Contract Price (for any work being undertaken for you) is outstanding (but not formally disputed) 30 days after the due date or if you shall go into liquidation, receivership (or if proceedings are issued in relation thereto) or equivalent or if it shall enter into an agreement with its creditors. In such circumstances the provision of clause 11.9 shall not apply and you shall receive no intellectual property or rights therein.

11.12 We reserve the right to cancel the contract immediately if in our reasonable opinion the continuing involvement with you or the Service might be inappropriate in the circumstances (such as where the relationship has, in our opinion, broken down) or is or might be damaging to our goodwill and reputation, or where the nature of the project has materially changed or where you undergo a change of control. In such circumstances we will be entitled to be paid for all of our work up until the date of termination and you shall receive rights in accordance with clause 11.9.

12. Confidential Information

12.1 In this clause, ‘Confidential Information’ means all and any information concerning our or your business or finances, including (without limitation) all recommendations, concepts, models and materials shown by us to you.

12.2 We rely upon you to inform us if any information or material supplied to us in connection with the provision of the Services is particularly confidential and, where appropriate, all such materials supplied to us should be marked accordingly.

12.3 Subject to clause 12.5, you shall not at any time use or disclose without our permission any Confidential Information relating to us or our business or disclose the contents of or make any documents supplied by us in connection with the Design Project available to any third party, either in whole or in part, or use them for any purposes other than those for which they were handed over, or make any copies of such documents.

12.4 Subject to clause 12.5, we acknowledge a duty not at any time to disclose without your permission any Confidential Information relating to you or your business which is acquired as a result of studies or surveys by us or otherwise.

12.5 The provisions of clause 12.3 and 12.4 do not apply to information already in the public domain or information which comes into the public domain other than as a result of a breach of these Terms or which we or you are required to disclose pursuant to any statute, regulation or order of any court or regulatory authority.

12.6 You acknowledge our right to use as we see fit any general promotional intelligence gained about your products, services or market which we gain in the course of the Design Project/design project.

13. Publicity & Examples

13.1 Once the Services have been made available to the public or have been disclosed to third parties in a non-confidential environment, we shall have a reasonable right of publicity (including the inclusion in any book or publication or collection of our work) in respect of the Work (and its use by you) created during the Services (including publicity on our website) and you will provide us with at least six samples of any printed work derived from the Services for the promotion of its business. This right is unlimited in duration.

13.2 We shall have the right to identify ourselves in a reasonable manner as the provider of the Services to the you.

13.3 We reserve the right to display all aspects of our design Work, including sketches, work-in-progress designs and the completed project in our portfolio and on websites, social media, magazines and in books.

13.4 You shall give reasonable attribution to us as the creator of the work arising from the Services.

13.5 We reserve the right, where we consider it appropriate, to require any reference or attribution to be removed from work provided as part of the Services.

13.6 Nothing in this clause shall compromise our moral rights in respect of the work created by us as part of the Services.

14. Data Protection

14.1 We shall at all times comply with our obligations under the Ugandan law and regulation on data protection including the Data Protection Act 2018 (“Data Protection Requirements”) to ensure that personal data we control or process remains confidential. Personal data will only be used for a permitted purpose and for a reasonable time and subject to any legal or regulatory requirements, will be deleted or corrected within a reasonable time following a written request to us.

14.2 We may use data we control or process in connection with the Services to create or update records held by us relating to any matter(s), including without limitation for the purpose of product, market or credit analysis, and statistical compilation. We will not transfer personal data that we receive from you in connection with the delivery of the Services out to abroad areas without your prior consent. Nor will we disclose personal data to third parties without first obtaining your consent unless there is a technical, legal or regulatory reason for not doing so. Please read our Privacy Policy Notice for detailed information

14.3 In this clause, references to “you” shall be deemed to include (but without limitation) officers, employees, contractors and agents in relation to whom we receive personal data arising out of or in connection with our dealings with you. You may request that we provide a statement of how any personal data has been used within a reasonable time so that compliance may be audited.

14.4 We shall take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss and destruction of, or damage to, personal data.

14.5 Where you receive personal data from us you accept full responsibility for compliance with all applicable legal, regulatory and contractual requirements. We accept no liability for any improper or unauthorised holding, storage and processing of such data by you. In the event that any such use gives rise to any third-party claim against us for loss, damage or expense, you agree to indemnify us in respect of all losses and expenses so-incurred. You shall assist us in meeting our obligations under Data Protection Requirements, in particular, obligations relating to security of processing, the notification of personal data breaches and data protection impact assessments.

14.6 You warrant that where you pass personal data to us as a data controller or processor you shall have entered into agreements with your clients and suppliers which are compliant with your obligations pursuant to the Data Protection Requirements.

15. Alterations

15.1 The client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

15.2 The client also agrees that CREATiQAS holds no responsibility for any amendments made by any third party, before or after a design is published.

16. Data Formats

16.1 The client agrees to CREATiQAS’ definition of acceptable means of supplying data to the company.

16.2 Text is to be supplied to CREATiQAS in electronic format as standard text (.txt), MS Word (.docx) or via e-mail / FTP or shared folder.

16.3 Images which are supplied in an electronic format are to be provided in a format as prescribed by CREATiQAS via e-mail / FTP. Images must be of a quality suitable for use without any subsequent image processing, and CREATiQAS will not be held responsible for any image quality which the client later deems to be unacceptable.

16.4 CREATiQAS cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

16.5 Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.

17. Design Project Duration

Any indication given by CREATiQAS of a design project’s duration is to be considered by the client to be an estimation. CREATiQAS cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by CREATiQAS for the initial payment or by date confirmed in writing by CREATiQAS.

18. Design Project Completion

18.1 CREATiQAS considers the design project complete upon receipt of the client’s signed Approval form or signoff email. Other services such as printing, display panel production, video production, lamination, branding/labelling, film work, website uploading, publishing, delivery etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.

18.2 CREATiQAS will consider that the client has accepted the original draft, if no notification of changes is received in writing from the client, within 10 days of the start of the review period.

19. Design Credits

The client agrees to allow CREATiQAS to place a small credit on printed material exhibition displays, advertisements and/or a link to CREATiQAS’ own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The client also agrees to allow CREATiQAS to place websites and other designs, along with a link to the client’s site on CREATiQAS’ own website for demonstration purposes and to use any designs in its own publicity and portfolios.

20. Domains and Domain Registration

20.1 CREATiQAS recommends that all clients register and own their own domain and are responsible for the renewal themselves. CREATiQAS cannot guarantee the availability of any domain name. Where CREATiQAS is to register a domain name on behalf of a client it will endeavour to do so but the client should not assume a successful registration.

20.2 Where CREATiQAS is to register a domain name and is providing hosting, CREATIQAS will not bear any liablilty and responsibility for any failure of renewal for either the domain name or hosting or both for the website by the client.

20.3 Domains – If you don’t have a domain in existence, we would be happy to help you source one which is suitable. We advise all clients to purchase their own domain so that it belongs to them rather than CREATIQAS purchasing on their behalf. We can help you with how to do this.

21. Website Design & Hosting

21.1 Hosting websites

21.1.1 CREATiQAS offers limited hosting services through an out-sourced virtual server. CREATiQAS does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

21.1.2 CREATiQAS may request that clients change the type of hosting account used if that account is deemed by CREATiQAS to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees for hosting on CREATiQAS’s virtual server are due at the commencement of any period of service and are non-refundable.

21.1.3 Fees due to third party hosting organisations are the responsibility of the client and CREATiQAS are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the client/domain owner.

21.2 Website design only

21.2.1 Where CREATiQAS require that a template is approved by the client before design of a site commences. Once the template(s) for the web site are approved by the client, design will commence. Any changes to navigation items, colours, structure or content that require changes to the template will incur an additional charge.

21.2.2 Once web design is complete, CREATiQAS will provide the client with the opportunity to review the resulting work. CREATiQAS will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to CREATiQAS by e-mail.

21.2.3 CREATiQAS will consider that the client has accepted the original draft, if no notification of changes is received in writing from the client, within 14 days of the start of the review period. SEO is not included on any website but can be priced separately if required.

21.3 Rights of Access for Website Construction

21.3.1 The client agrees to allow CREATiQAS all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

21.3.2 The client also agrees to allow CREATiQAS access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

21.3.3 The client agrees to supply CREATiQAS with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

21.4 Search Engine Submission Due to the infinite number of considerations that search engines use when determining a site’s ranking, CREATiQAS cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added. CREATiQAS recommend that clients use a professional SEO company and are happy to provide details of such companies but accept no responsibility for their services.

22. CREATiQAS Start-up/Launch and Small Business Web-Design Packages

22.1 Websites created within our Web-Design packages (Silver, Gold, Platinum) are made affordable as we create them using either our own library of pre-made templates or we create a beautifully simple layout. All websites are created in WordPress and future-proofed, allowing any additions and updates to be made very easily in the future and eliminating the need for a complete website re-design.

22.2 Any additional pages outside our package allowances will be quoted separately. All launch pages will be based on standard template pages and don’t include e-commerce, galleries, booking systems or any other functionality outside a standard brochure style page. Please check with us for any other options if we have not mentioned them here as this list is examples only and doesn’t cover every possible eventuality. SEO not included and will be priced separately if required.

22.3 All designs within these web-design packages include one set of author’s amends. Any further amends to websites within the startup packages may incur an additional cost. We advise clients to thoroughly review the draft website and send all amendments to us in one document to save any additional costs. Any stock images will be quoted separately if required.

22.4 Designs created within the silver package will use the client’s existing company branding whereas Gold and Platinum packages include new logo design so this will be reflected across the entire package chosen.

22.5 Any additional print run-ons and upgraded stocks or finishes outside our packages will be quoted accordingly.

22.6 Any additional design time will be charged at our hourly rate. All packages are calculated based on the time we have allocated to design your items. Should the design time exceed this due to any client producing more than one set of amends, this will be charged accordingly. A client will always be advised prior to potentially incurring additional time charges. Clients are advised to send any amends at once in order to avoid any additional costs.

23. Restrictions

23.1 You agree that whilst we are providing Services to you and for a period of twelve months thereafter you shall not

23.2 approach (directly or indirectly) any of our employees, consultants or freelancers of regarding the possibility of them providing services directly to you independent of us; or

23.3 contract directly with any subcontractor or supplier of ours in a manner that might disrupt our relationship with that subcontractor or supplier.

24. Rights of Refusal

24.1 CREATiQAS will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities.

24.2 CREATiQAS also reserves the right to refuse to include submitted material without giving a reason. In the situation where any images and/or data that CREATiQAS does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the client is obliged to allow CREATiQAS to remove the contravention without hindrance, or penalty. CREATiQAS is to be held in no way responsible for any such data being included.

25. Disclaimer

25.1 CREATiQAS makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. CREATiQAS will not be held responsible for any and all damages resulting from products and/or services it supplies. CREATiQAS is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold CREATiQAS responsible for any such loss or damage. Any claim against CREATiQAS shall be limited to the relevant fee(s) paid by the client.

25.2 CREATiQAS reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. CREATiQAS will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

25.3 CREATiQAS and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered.

26. General

26.1 The Agreement represents the entire agreement and understanding between us and you (and therefore supersede any previous agreement or arrangements). These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. CREATiQAS reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

26.2 Any delay by us or indulgence in relation to breach of these Terms shall not prevent their subsequent enforcement and shall not be deemed to be a waiver of any subsequent breach.

26.3 We reserve the right to use the services of people other than our own employees and executives when carrying out the Design Project.

26.4 Any notice required to be given under these Terms shall be in writing and delivered personally or sent by first class post to our or your registered office for the time being as the case may be, or by email to the most senior individual at the other party who has been associated with the project. It shall be the responsibility of the party giving the notice to prove safe delivery. Notices shall be deemed delivered upon actual delivery if during normal business hours but otherwise upon the start of the next business day.

26.5 These Terms shall be governed by and construed in accordance with local Ugandan law and you and we submit to the exclusive jurisdiction of the courts of Law in Uganda.

26.6 If a provision of these general terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

26.7 If any unlawful and/or unenforceable provision of these general terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

27. Acceptance of Terms and Conditions and Quotation

27.1 The interaction with our services, visiting of our website, initiation of an inquiry, the placement of an order for design and/or any other services offered by CREATiQAS, by email, or in writing, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions, which are freely available at www.creatiqas.com and forms a Contract for Business between the client and CREATiQAS

27.2 An estimate validated by the client’s signature or response to in anyway on the estimate or quotation form, or by email, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and CREATiQAS.

27.3 We reserve the right to change at any time and without prior notice to you these Conditions of Use or the pricing. These changes will be mentioned through our Website and or by using any other suitable means given that you shall be deemed to have been notified of any such changes regardless that the same may not have actually come to your attention.

27.4 By continuing to use the CREATiQAS Services you shall be deemed to have agreed to the changes. If you do not accept any of the variations then you must not continue to effect any Transactions otherwise you will be deemed to have accepted such modifications.

Effective Date of Publication: 10/February/2026