Terms and Conditions - iCreate AV

iCreate AV

These terms and conditions govern the agreement between iCreate AV and the Client for the delivery of our services, incorporating these terms, any order forms, signed contracts, and our service descriptions.

iCreate AV is committed to delivering high-quality services. We may revise these terms from time to time by updating this page. It is your responsibility to check for changes periodically. These terms are effective as of January 10, 2025.

1. Definitions

In these Terms and Conditions, unless the context requires otherwise, the following terms have these meanings:

“Alteration Request” means a written request from the Client for modifications to the Solution.

“Sensitive Information” includes, but is not limited to, non-public data about business operations, finances, technology (including third-party software, our Software, the Solution, and Documentation), trade secrets, and other commercially sensitive details of either party.

“Agreement” refers to the contract between iCreate AV and the Client for service provision, including these Terms and Conditions, Order Forms, signed Contracts, and iCreate AV’s service materials.

“Client” means the individual, sole trader, partnership, organization, or corporate entity entering this Agreement with iCreate AV, as specified in any Order Form, signed Contract, or attached schedule.

“Documentation” includes all materials outlined in the Quote Proposal/Service Contract, such as literature, graphics, text, CDs, DVDs, disks, or electronic files.

“Requirements” means iCreate AV’s specifications in the Quote Proposal/Service Contract for software, documentation, and/or the Solution.

“Intellectual Property” encompasses all copyrights and other IP rights, in any media, registered or not, including patents, trademarks, service marks, trade names, designs, and applications for protection, plus renewals and extensions worldwide.

“License” is the license provided by iCreate AV to the Client under Clause 7.

“Payment Plan” is the schedule detailed in the Quote Proposal/Service Contract.

“Fee” is the cost for services, License, and Documentation as stated in the Quote Proposal/Service Contract.

“Initiative” covers the creation, supply, and verification of Documentation, Software, and any Designated Hardware.

“Rates” are those listed in the Quote Proposal/Service Contract.

“Services” include software creation, acquisition, advisory, drafting, gathering, upkeep, support, training, and programming needed to produce Documentation, Software, and/or Solution for the Client, per the Quote Proposal/Service Contract.

“Software” refers to the software and graphics developed or tailored by iCreate AV for the Client, as detailed in the Quote Proposal/Service Contract, including updates.

“Designated Hardware” means the computer setup and accessories, including OS and system software for Software or Documentation operation, as specified in the Quote Proposal/Service Contract.

“Solution” collectively means the Documentation, Software, and Designated Hardware.

2. The Initiative

2.1 iCreate AV will deliver the Services as described in the Quote Proposal and perform any additional agreed services with care, skill, and in line with industry standards, during normal business hours (9:00 AM to 5:30 PM weekdays, excluding holidays). Out-of-hours work may be arranged if agreed in writing.

2.2 iCreate AV will grant the Client a license for the Documentation and Software per Clause 7.

3. Client Responsibilities

The Client must:

3.1 Provide iCreate AV, at no cost, with necessary computer access (including full access to Designated Hardware), technical data on the Solution, and office/secretarial support to fulfill obligations under this Agreement.

3.2 Implement reasonable safety measures for iCreate AV’s staff or agents.

3.3 Ensure employees and contractors cooperate with iCreate AV in service delivery.

3.4 Operate the Documentation, Software, and Designated Hardware per iCreate AV’s pre-contract specifications, with trained and authorized staff.

3.5 Supply promptly any requested information, materials, data, artwork, texts, and Client-owned documents for proper performance.

3.6 Make a representative available for needed information.

3.7 Not allow servants or agents to modify, relocate, attach to, repair, or adjust Documentation, Software, or Designated Hardware without iCreate AV’s prior written approval, not unreasonably withheld.

3.8 Adhere fully to this Agreement’s terms.

4. Modification Process

4.1 For changes, the Client submits an Alteration Request detailing requirements. iCreate AV will respond within seven working days (or agreed period) on impacts to Services and Fee.

4.2 Additional costs for changes use Rates from the Quote Proposal or as notified. Implemented changes update the contractual Services and Fee.

4.3 Quotes or Fees in the Quote Proposal are based on available info and may increase by mutual agreement.

4.4 Costs from Client breaches are resolved via the dispute process herein.

5. Approval

5.1 The Client accepts the Documentation, Software, and Solution within 30 days of receiving iCreate AV’s signed Completion Certificate.

6. iCreate AV’s Duties

6.1 iCreate AV and its agents will perform Services using best practices and due diligence.

6.2 For third-party materials in Documentation/Software, iCreate AV notifies the Client, obtains approval (including costs), and secures assignments, waivers, permissions, and licenses for use in all media. Copies of clearances are provided on request.

7. License Grant

7.1 Upon full Fee payment, iCreate AV grants the Client a non-exclusive, ongoing, non-transferable license to use provided Software and Documentation, and reproduce materials for marketing/promotional purposes as per the Proposal, including sub-licensing to third parties for those aims.

8. Ownership Rights

8.1 Intellectual Property in Software and Documentation remains with iCreate AV. iCreate AV may not use items with Client or Client licensor IP without written permission per use.

8.2 If a court finds Client’s use/possession infringes third-party IP due to Client breach, Client endeavors to:

8.2.1 Secure continued use rights; or

8.2.2 Modify/replace at own expense to avoid infringement, indemnifying iCreate AV fully.

8.3 If remedies unavailable per iCreate AV, Client returns infringing items, retains no copies, and indemnifies iCreate AV for losses.

9. Fees and Costs

9.1 For the Initiative, Client pays the Fee per Quote Proposal proportions, subject to 9.4.

9.2 Additional work not in Quote Proposal is invoiced at Rates from Quote Proposal or agreed.

9.3 Payments in cleared GBP within 30 days of invoice. Delayed payments accrue 10% above Barclays base rate interest. iCreate AV may request stage payments with Client approval.

10. Liability and Coverage

10.1 iCreate AV indemnifies Client for third-party IP infringement claims from Software/Documentation use, unlimited and outside liability limits.

10.2 iCreate AV indemnifies for tangible property damage from negligence or defects, limited to three times total fees per event/series.

10.3 No liability for data/use loss, profits, savings, business, or indirect damages, except death/personal injury from negligence.

10.4 Maximum liability (except IP infringement, injury, death, property) is three times Contract price for direct costs/damages.

10.5 Limitations reasonable given circumstances, Client insurance ability.

10.6 Statutory consumer rights unaffected. Excluded liabilities not assumed. Applies regardless of action form. “iCreate AV” includes staff/sub-contractors/suppliers benefiting under Contracts (Rights of Third Parties) Act 1999. No exclusion for fraud.

11. Ending the Agreement

11.1 Continues until Services complete unless terminated per Clause 11 or others.

11.2 Either party terminates immediately by notice if:

11.2.1 Other breaches (remediable) and fails remedy within 30 days; or

11.2.2 Other faces administration, receiver, possession, creditor arrangement, ceases business, insolvency.

11.3 Termination doesn’t affect accrued rights or surviving provisions.

11.4 Post-termination, Software/Documentation licenses continue if all payments made.

12. Confidentiality Obligations

12.1 During and after Agreement, parties treat as confidential and ensure personnel do the same for all non-public info obtained, not disclosing without consent except legally required or to advisors under confidentiality.

12.2 Exceptions: Public info, independently developed, or previously known without breach.

13. Dispute Resolution

Any disputes arising under this Agreement will first be attempted to be resolved through good faith negotiations. If unsuccessful, they may be referred to mediation before legal proceedings.

14. Governing Law

This Agreement is governed by the laws of England and Wales, with exclusive jurisdiction in its courts.

15. General Provisions

15.1 No waiver of breach unless written.

15.2 If any provision invalid, others remain effective.

15.3 This Agreement constitutes entire understanding, superseding prior agreements.

15.4 Notices in writing to registered addresses.

For questions, contact us at hello@icreateav.com.