Effective Date: October 14, 2025
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
– “Agreement” means these Terms & Conditions together with the Digital Order Confirmation.
– “Be Creative Digital” means Be Creative Digital Limited, a company registered in England and Wales with company number 07823649, whose registered office is at College House Business Centre, Howard St, Barrow-in-Furness LA14 1NB
– “Client” means the person, firm, or company purchasing the Services.
– “Confidential Information” means any information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential, including business strategies, client data, trade secrets, and SEO strategies.
– “Digital Order Confirmation” (DOC) means the written Digital Order Confirmation, quote or proposal provided by Be Creative Digital to the Client detailing the Services, fees, and any specific terms.
– “Search Engine Optimisation” or “SEO” means the services provided by Be Creative Digital to optimise the Client’s website and online presence for improved search engine rankings, including keyword research, on-page optimisation, link building, content creation, and performance reporting.
– “Services” means the SEO services as described in the Digital Order Confirmation.
1.2 References to any statute or statutory provision include any amendments or re-enactments thereof.
1.3 Headings are for convenience only and do not affect interpretation.
1.4 Words importing the singular include the plural and vice versa.
2. Services
2.1 Be Creative Digital agrees to provide the Services to the Client in accordance with the Digital Order Confirmation and these Terms & Conditions.
2.2 The Services aim to improve the Client’s search engine rankings, visibility, and traffic for targeted key terms. However, Be Creative Digital does not guarantee specific rankings, traffic volumes, or business outcomes. Results may be affected by external factors beyond Be Creative Digital’s control, such as search engine algorithm changes (e.g., Google updates), competitor activities, website technical issues, or third-party platform policies.
2.3 Be Creative Digital will perform the Services with reasonable skill and care, in line with industry best practices.
2.4 Any variations to the Services must be agreed in writing (including email) and may incur additional fees.
3. Client Obligations
3.1 The Client shall:
a) Provide accurate, complete, and timely information, materials, and access (e.g., website login credentials, analytics data) as reasonably requested by Be Creative Digital.
b) Respond promptly (within 14 business days) to requests for approvals, feedback, or additional information.
c) Ensure that all provided materials comply with applicable laws, do not infringe third-party rights, and are free from viruses or harmful code.
d) Not make unauthorised changes to the website or SEO elements during the term without prior consultation with Be Creative Digital.
e) Comply with search engine guidelines (e.g., Google’s Webmaster Guidelines) and warrant that the website is not subject to any penalties or blacklisting.
3.2 The Client warrants that:
a) It has the legal right to engage Be Creative Digital for the Services.
b) It owns or has valid licences for all materials provided to Be Creative Digital.
c) Any personal data shared complies with data protection laws, and the Client has obtained necessary consents.
3.3 Failure to meet these obligations may result in delays, additional costs, or suspension of Services, for which Be Creative Digital shall not be liable.
4. Fees and Payment
4.1 The Client shall pay Be Creative Digital the fees as set out in the Digital Order Confirmation, exclusive of VAT (which shall be added where applicable).
4.2 Invoices shall be paid within 3 days of the invoice date. Late payments shall accrue interest at the rate of 8% per annum above the Bank of England base rate from time to time, calculated daily and compounded monthly, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.3 Be Creative Digital reserves the right to suspend Services if any payment is overdue by more than 14 days, without liability for any resulting delays or losses.
4.4 Fees for additional work outside the Digital Order Confirmation scope shall be agreed in writing and invoiced separately.
5. Term and Termination
5.1 This Agreement commences on the date the Client accepts the Digital Order Confirmation, which shall be deemed to occur upon the earlier of: (a) the Client signing and returning the Digital Order Confirmation to Be Creative Digital; or (b) the Client making the initial payment as outlined in the Digital Order Confirmation, provided that the Client has been given a reasonable opportunity to review these Terms & Conditions and the Digital Order Confirmation in advance. The Agreement shall continue for the initial term specified in the Digital Order Confirmation (or, if no term is specified, 12 months from the commencement date) and shall automatically renew for successive periods of the same duration unless either party provides written notice of termination.
5.2 Either party may terminate:
a) On 30 days’ written notice after the initial term.
b) Immediately by written notice if the other party commits a material breach and fails to remedy it (if remediable) within 14 days of notice.
c) Immediately if the other party becomes insolvent, enters liquidation, or ceases to trade.
5.3 Upon termination:
a) The Client shall pay all outstanding fees and expenses.
b) Be Creative Digital shall provide a handover report and any deliverables paid for.
c) Access rights granted shall cease, and Confidential Information shall be returned or destroyed.
5.4 Termination does not affect accrued rights or obligations. Clauses relating to fees, intellectual property, liability, confidentiality, data protection, and governing law shall survive termination.
6. Intellectual Property
6.1 The Client grants Be Creative Digital a non-exclusive, royalty-free, worldwide licence to use, modify, and reproduce the Client’s materials (e.g., content, logos, data) solely for the purpose of providing the Services.
6.2 All intellectual property rights in the deliverables created by Be Creative Digital (e.g., optimised content, reports, strategies) shall remain with Be Creative Digital until full payment of all fees, at which point ownership transfers to the Client.
6.3 Be Creative Digital warrants that the deliverables do not infringe any third-party intellectual property rights.
6.4 The Client waives any moral rights in the deliverables under the Copyright, Designs and Patents Act 1988.
6.5 Each party indemnifies the other against losses arising from infringement claims due to materials provided by the indemnifying party.
7. Confidentiality
7.1 Each party undertakes to keep the other’s Confidential Information secret and not disclose it except as necessary for performing this Agreement or as required by law.
7.2 This obligation does not apply to information that:
a) Is or becomes publicly known (other than through breach).
b) Is independently developed.
c) Is received from a third party without restriction.
7.3 Confidentiality obligations survive termination for 2 years.
8. Data Protection
8.1 Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
8.2 Where Be Creative Digital processes personal data on behalf of the Client (e.g., website user data, analytics), it acts as a data processor. The Client (as data controller) warrants that it has lawful bases for the processing and has obtained necessary consents for sharing data.
8.3 Be Creative Digital shall:
a) Process personal data only in accordance with the Client’s documented instructions.
b) Implement appropriate technical and organisational measures to ensure data security.
c) Notify the Client without undue delay (and within 72 hours where feasible) of any personal data breach.
d) Assist the Client with data subject requests, impact assessments, and regulatory consultations, subject to reasonable fees for time spent.
8.4 Upon termination, Be Creative Digital shall, at the Client’s option, delete or return all personal data.
8.5 If international data transfers are involved (e.g., via third-party tools), appropriate safeguards (e.g., standard contractual clauses) shall be used.
9. Liability
9.1 Nothing in this Agreement excludes or limits liability for:
a) Death or personal injury caused by negligence.
b) Fraud or fraudulent misrepresentation.
c) Any other matter that cannot be excluded or limited by law.
9.2 Subject to clause 9.1, Be Creative Digital’s total aggregate liability under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client under this Agreement in the 12 months preceding the claim.
9.3 Neither party shall be liable for any indirect, special, consequential, or punitive losses, including loss of profits, business, data, goodwill, or anticipated savings, even if advised of the possibility.
9.4 The Client indemnifies Be Creative Digital against losses arising from Client breaches, including provision of inaccurate materials or non-compliance with laws.
10. Force Majeure
10.1 Neither party shall be liable for any delay or failure to perform obligations (except payment) caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, cyberattacks, power failures, or third-party service disruptions (e.g., search engine outages).
10.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate the effects and resume performance.
11. Dispute Resolution
11.1 The parties shall attempt to resolve any dispute arising from this Agreement through good faith negotiations between senior representatives.
11.2 If unresolved within 30 days, the parties may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) rules.
11.3 Nothing prevents seeking injunctive relief or other urgent remedies from the courts.
12. General Provisions
12.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings (whether oral or written).
12.2 Amendments: Any amendments or variations must be in writing (including email) and agreed by authorised representatives of both parties.
12.3 Severability: If any provision is held invalid or unenforceable, the remainder shall continue in full force.
12.4 Third-Party Rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
12.5 Waiver: No waiver of any breach shall be deemed a waiver of any subsequent breach.
12.6 Notices: Notices shall be in writing and sent to the addresses specified in the Digital Order Confirmation, deemed received if by email on transmission (if no bounce-back), or by post on the second business day after posting.
12.7 Assignment: Neither party may assign this Agreement without the other’s prior written consent, except Be Creative Digital may assign to a group company.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of England and Wales.
13.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement.
