legals

no warranties or representations

this information is provided by ghost creations "as is" and without warranty of any kind, expressed or implied, including (but not limited to) any implied warranties of merchantability, fitness for any particular purpose, or non-infringement. while the information provided is believed to be accurate, it may include errors or inaccuracies.

forward-looking statements

this web site contains forward-looking statements based on beliefs of the ghost creations management. when used in this web site, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. such statements reflect the views of ghost creations as of the date made with respect to future events and are subject to risks and uncertainties.

ghost creations disclaims any intention or obligation to update these forward-looking statements.

no licenses

ghost creations has sought to achieve an innovative and informative website. we hope that you will be as enthusiastic as we are about this creative effort. however, you also need to understand that ghost creations must protect its intellectual property, including its patents, trademarks and copyrights. accordingly, please appreciate that no license toghost creations intellectual property has been granted by this website.

INTELLECTUAL PROPERTY RIGHTS & DESIGN COPYRIGHT PROTECTION (Issued 2005)

You will indemnify us against any and all liability, loss, damages, claims costs and expenses arising out of any claim in respect of any infringement or alleged infringement of any patent, trademark, registered design or copyright or other proprietary rights whether in the United Kingdom or elsewhere resulting from the design, manufacture, use, supply or re-supply of design or produce produced for you unless you have paid for them in full.

Any intellectual property rights in Products supplied to our design, photography, including edited, or modified Images in any format whatsoever, artwork or other product howsoever generated, to our specification, printed, paper, electronic, analogue, electromagnetic, digital, mechanical or otherwise created, shall vest in us until you have paid for them in full.

You undertake, if called upon, to assign such rights to us in writing with full title guarantee. You unconditionally and irrevocably waive all moral rights that may exist in any Products created in fulfilment of this Contract until you have paid for them in full.

You warrant that you have not granted or assigned, and will not in future grant or assign any rights of any nature in such intellectual property rights to any third party in any part of the world unless you have paid for them in full.

Any work we do for you verbally commissioned or in writing does not become your property under any circumstances until you have paid for them in full. You have no rights to amend, use partially or otherwise, any completed or partially completed concept or presented work, in any way whatsoever until you have paid for it in full.

Partial remittances do not constitute payment in full and confer no rights whatsoever.

Terms of Business

In agreeing to the provision of any and all services from Ghost Creations Ltd herein known as Ghost, The Client is deemed to have read and understood these terms and conditions.

1 Provision of Service

1.1 The Contract between Ghost and The Client incorporates these Terms and Conditions and covers the provision of service by Ghost to The Client.

1.2 Any date proposed either by The Client or Ghost for the provision of services shall be treated as an estimate only and shall be subject to any delay caused by the acts or omissions of any third Party over which the parties have no control. If either Party becomes aware of the possibility of any delay they shall immediately inform the other Party and each shall take any reasonable steps as appropriate required to prevent such delay.

1.3 Ghost reserves the right to alter or amend these terms and conditions at any time by giving notification of any amendment. Notification will be deemed to have been given by displaying the amended Terms and Conditions on the Ghost Website and shall take effect from the date of the last amendment as set out at the foot of the Terms and Conditions.

2 Definition and application

2.1 In these Terms and Conditions:

"Client" - means The Client with whom Ghost makes the Contract including a person reasonably appearing to Ghost to act with that Client's authority.

“Client Material” – means the proprietary material provided by The Client (including, but not limited to, images, artwork, documentation, video footage and audio files) to Ghost in order for Ghost to fulfill it’s obligations under this Contract.

"Confidential Information" - means any and all information of any kind whatsoever disclosed by either Party to the other prior to, or after the date of, this Contract in whatever form including, but not limited to, oral, written, electronic, graphic or electromagnetic form (and including without limitation any notes, information or analyses derived from such information however it is produced) and which may reasonably be considered as confidential information of the Party that discloses it.

"Contract" - means any contract for the provision of service between The Client and Ghost that expressly or impliedly incorporates these terms and conditions.

“Deliverable” – means a document, report, software, or other tangible work or design asset that forms part of the Services to be provided by Ghost.

"Ghost" - means Ghost Creations Ltd whose registered office is 2 Upper Linbrook Cottage, Kingstanding Needwood, Burton Upon Trent DE13 9PF. United Kingdom.

"Illegal" - means any act or acts, which are capable of breaching the criminal law of the Jurisdiction.

“Quote or Quotation” – means the official quotation document provided to The Client for the provision of services by Ghost to The Client.

“Services” – means the services and deliverables that are to the provided by Ghost under this Contract.

2.2 Any words in the singular include the plural and vice versa. Any words denoting the masculine shall include the feminine or neuter and vice versa. All definitions, notes, terms and conditions referred to in these Terms and Conditions of Service form part of the Contract as if they were expressly set out in it.

2.3 Ghost and The Client are together referred to in these Terms and Conditions of Service as "the Parties" and individually as a "Party".

2.4 The clause headings are for the purpose of reference only and do not form part of the Contract nor do they affect the validity or enforceability of this Contract.

3 Ghost’s Responsibilities

3.1 Ghost shall provide the Services on the terms and conditions set out in this Contract and in accordance with the specifications laid out therein.

3.2 Ghost shall:

3.2.1 Apply all necessary skill and expertise in the performance and delivery of the Services.

3.2.2 Provide the Services in a timely and efficient manner and to a professional standard, which is not less in any respect to the standards generally observed in the industry for similar services.

3.2.3 Comply with The Client’s quality and other standards as directed by The Client.

3.2.4 Provide the personal computing facilities necessary to complete its obligations under this contract.

3.2.5 Where services are charged for on a time basis, maintain an accurate record of periods worked for The Client under this Contract and to provide to The Client, on their request, written reports detailing work provided and the time taken to do so.

3.2.6 Ghost’s method of working shall be at its own discretion but it will be directed in the overall provision of the Services by The Client and will comply with all reasonable directions and briefs given by The Client.

4 The Client's Responsibilities

4.1 The Client shall evaluate the Deliverable that Ghost delivers to The Client to verify that each conforms to the original brief supplied.

4.2 Once The Client has completed its evaluation of the each of the Deliverables, The Client shall notify Ghost as to whether or not it considers the Deliverable to conform to the brief and if it does not, of the ways in which it does not conform. If The Client notifies Ghost that it considers that the deliverable conforms to the brief then The Client shall have accepted that Deliverable.

4.3 If The Client notifies Ghost that it considers that any deliverable does not conform to the brief, then Ghost shall modify that Deliverable so that it does conform to the brief and such modifications shall be included in the revised Deliverable to The Client. Ghost shall not be entitled to charge The Client in respect of the reasonable time spent modifying a Deliverable under this subsection or in respect of any reasonable costs or expenses incurred by Ghost in modifying a Deliverable under this subsection.

4.4 The Client agrees that its acceptance of a Deliverable shall be final and any further modification required by Ghost post acceptance shall be considered out of scope works and Ghost shall be entitled to charge The Client for reasonable time spent modifying a deliverable or in respect of any reasonable costs or expenses incurred by Ghost in modifying a Deliverable under this subsection.

4.5 The Client agrees that it shall not cause or permit or in any way assist in any unauthorized publication, any dissemination of any defamatory material or any material which could be considered to be in breach of the criminal laws of the Jurisdiction.

4.6 The Client agrees not to do any act or omission, the result of which would have the effect of bringing Ghost into disrepute.

4.7 The Client shall provide Ghost with the necessary content, materials, sign off and feedback information as appropriate to enable Ghost to perform its obligations within the timeframe laid out in the Contract. Ghost shall not be responsible for any failure or delay in performance of it's obligations under the Contract where the provision of the aforementioned material is not forthcoming. Furthermore, in the event of such failure or delay to provide said material, Ghost shall be entitled to invoice for any remaining monies, and/or studio time allocated, due under the terms

of the Contract, as studio time is pre-booked in.

Should for any reason the project not proceed after initial proposals have been presented to client, after a period of two months Ghost retains the right to invoice either whole or part of the quoted costs to date.

5 Warranties and Indemnities

5.1 Ghost represents warrants and covenants that, and for the avoidance of doubt, subject always to the provisions of Clause 7.

5.1.1 Save as regards the use of any materials provided by The Client, the use of the Deliverables in accordance with the terms of the Contract shall not infringe any patent, trade mark, copyright, moral right, official secret, trade secret, or other proprietary intellectual property right of any third party.

5.1.2 Save as regards the use of any materials provided by The Client, the Deliverables shall not be libelous, obscene, or blasphemous, and shall not violate any rights of privacy and/or publicity of any third party and the use of the Deliverables in accordance with the terms of the Contract shall not otherwise be unlawful or illegal.

5.1.3 The Deliverables shall in all material respects provide the facilities and the functions set out or referred to in the Contract.

5.1.4 Ghost has the full and exclusive right and power to; (i) enter into and perform Ghost’s obligations under the Contract; and (ii) assign to The Client (or such person or persons as Client may on a case by case basis nominate in writing prior to such assignment) the copyright and other intellectual property rights (including any neighbouring rights) in the Deliverables as laid out in this Contract.

restrict the use or exploitation of the Deliverables in accordance with the terms of this Contract.

5.1.5 No instruction, advice, or information contained in the Deliverables shall be inaccurate, false, misleading, or otherwise injurious to the end user provided always that Ghost shall not be liable under this Clause 5.1.5 where a breach of this clause arises as a direct result of an inaccuracy in the content provided by The Client.

5.1.6 The parties acknowledge that the copyright of any images or music in the Deliverables (if any) belongs to its owners. Save as regards the use of any images or music provided by The Client, Ghost warrants that is has obtained the appropriate licenses from the owner of such music allowing inclusion of the images or music in the Deliverables.

5.1.7 Save as regards the use of any materials provided by The Client, with respect to actors, performers, musicians and others, directly rendering services to Ghost in connection with the Deliverables, Ghost has obtained or will obtain all necessary consents under the Copyright Designs and Patents Act 1988 or any statutory modification or re-enactment thereof.

5.1.8 Ghost shall indemnify The Client against all claims, demands, costs, liabilities, losses (excluding any loss, either direct or indirect, of profits, business or anticipated savings or any other direct or indirect consequential loss), damages and expenses (including reasonable legal expenses) arising out of or in connection with any claim which, taking the claimant’s allegations to be true, would result in a breach by Ghost of any of the representations, warranties or covenants set out

in subsection 5.1 For the avoidance of doubt, the obligations of Ghost under this provision are subject to the provisions of Clause 6.

5.1.9 The Client shall indemnify Ghost against all claims, demands, costs, liabilities, losses, (excluding any loss, either direct or indirect, of profits, business or anticipated savings or any other direct or indirect consequential loss), damages and expenses (including reasonable legal expenses) arising out any act or omission carried out by Ghost pursuant to and strictly in accordance with the instructions of Client save in circumstances and to the extent that Ghost is liable to The Client pursuant to Clause 5.1.9.

6 Limitation of Liability

6.1 For the avoidance of doubt, Ghost has no obligation duty or liability beyond that of a duty to exercise reasonable skill and care.

6.2 Ghost shall not be liable to The Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law.

6.3 In no event and under no circumstance shall Ghost be liable for any direct (other than for death or personal injury arising directly from the provision of the Service), indirect incidental, special, consequential or exemplary damages including but not limited to in relation to all types of damages, loss of profits, goodwill, use, data or intangible losses (even if Ghost has been advised of the possibility of such damages).

6.4 Ghost shall not be liable to The Client in respect of any claim unless written notice of the claim including sufficient details to enable Ghost to identify the nature of the alleged breach of contract or other fault is given to Ghost within 21 days of the relevant matter becoming known to The Client and in any event within 6 months after the termination of the Contract.

6.5 None of the exclusions and limitations in this section shall apply in respect of liability in negligence causing personal injury or death or any other liability which cannot by law be excluded or limited.

7 Charges

7.1 Charges of in respect of services provided by Ghost to The Client will be payable as per the invoice terms.

7.1.1 Invoice terms are strictly 30 days from date of invoice. In some cases pro-forma is required, should this be needed client will be informed prior to an invoice being raised and sent.

7.2 Any additional fees have to be agreed by email, and/or in writing by authorised representatives of the parties before any new charges can be made.

7.3 Should Ghost have to issue legal proceedings owing to the non payment of invoices pursuant to the Contract, The Client accepts responsibility for all Ghost legal fees and disbursements notwithstanding the value of the claim, on an indemnity basis.

7.4 Any third party or additional costs that Ghost may incur due to processing late payment will be payable by The Client within seven days, following receipt of a valid invoice.

7.5 Value added Tax, where applicable, will be added at the appropriate rate to the total of all charges shown on the Client’s bill.

8 Termination of the Contract by Ghost.

8.1 Ghost may terminate this Contract for default following a material breach by The Client of its obligations hereunder, provided that written notice shall offer to The Client a thirty (30) day period for remedial action. If after thirty (30) days, the cause of the default remains uncorrected, then Ghost may terminate this agreement by written notice to The Client.

8.2 On termination of the Contract by Ghost may remove all materials held on Ghost’s computers and remove all privileges entitled to The Client.

8.3 In the event of termination by Ghost then Ghost shall return to The Client, upon The Client’s request, all Client Material within thirty (30) days.

9 Termination of the Contract by The Client

9.1 The Client may terminate this Contract for default following a material breach by Ghost of its obligations hereunder, provided that written notice shall offer to Ghost a thirty (30) day period for remedial action. If after thirty (30) days, the cause of the default remains uncorrected, then The Client may terminate this agreement by written notice to Ghost.

9.2 In the event of Termination of the Contract for default by Ghost then Ghost shall deliver all completed works, including production files to The Client, which have been paid for up until the date of termination.

9.3 The Client may only terminate the Contract for convenience if all outstanding invoices have been settled and the terms of the Contract have been satisfied in full.

9.4 Termination of the Contract by The Client will result in the retaining by Ghost of all monies received from The Client who will not be entitled to a refund of monies paid, either pro-rata or at the entire Contract price.

10 Copyright and Ownership

10.1 Any service, concept, idea, design, programming, and/or "look and feel" remain the property of Ghost, until settlement of any, and all, outstanding accounts with regard to that service, concept, idea, design, programming, and/or "look and feel".

10.2 All production files remain the copyright and ownership of Ghost at all times, unless otherwise specifically agreed in writing by the Managing Director of Ghost.

Please see additional details in regard to IP & Design copyright protection.

11 Confidential Information

Each Party will at all times keep Confidential Information, except for information which it may be bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the proper performance of its business.

11.1 Upon completion of a project, Ghost reserves the right to add The Client’s company logo and a synopsis of the project in the Portfolio section of http://www.ghost-creations.com

12 Entire Agreement

This Contract forms the complete and exclusive agreement between the Parties in relation to the Services. All previous agreements, correspondence and understandings relating to the subject of this Contract are superseded by this Contract (except that neither Party excludes liability for any fraudulent

pre-contractual misrepresentations on which the other can be shown to have relied). In the event and only to the extent of any conflict between the Contract and these terms and conditions or any referenced or attached document, the Contract will take precedence.

13 Partnership

No provision of this Agreement creates a partnership between the parties or makes a Party the agent of the other Party for any purpose. A Party has no authority or power to bind, to contract in the name of, or to create a liability for the other Party in any way or for any purpose.

14 Force Majeure

Neither Party will be liable for any breach of its obligations under this Contract to the extent that it is prevented from performing them due to circumstances beyond its reasonable control.

15 Jurisdiction

The validity, construction and enforceability of this Agreement shall be governed in all respects by English Law and subject to the exclusive jurisdiction of the English Courts.

16 Severability

If one or more of these terms and conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

17 Notice

Any notice required to be given under this Contract shall be deemed received upon personal delivery or three (3) days after mailing if sent by registered or certified mail to the addresses of the parties set forth above, or to such other address as either of the parties shall have provided to the other in writing.

18 Value Added Tax

All sums referred to in these terms and conditions are exclusive of Value Added Tax which, where applicable, shall be paid by the Client at the appropriate rate.

19 Third Parties

A person who is not a Party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

20 Waiver

The waiver by either Party of any breach or default of any of the provisions of this Contract by the other Party shall not prevent the subsequent enforcement of the relevant term, and shall not be deemed a waiver of any subsequent breach.

Last amended January 2006