1.1 You, the client have engaged us to provide a range of design services as a design studio to you.

1.2  We agree that the Services shall be supplied in accordance with these terms and conditions. These are the main legal terms that will govern the relationship between both parties. The project specifics and deliverables, along with the commercial terms of the engagement, shall be set out in one or more proposals (“Proposal”).  These T&C’s are incorporated into the Proposal by reference and together, constitute the entire agreement (the “Agreement”).

1 Introduction

Where the context permits or requires the following terms shall be interpreted as follows:

Deliverables:
the specific deliverables as set out in the Proposal;

Client Materials: 
all content materials, data, scripts, images and information in any form created or generated by you and supplied by you to us or on your behalf;

Confidential Information:
such information as either party may from time to time provide to the other party (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to the Agreement and the Deliverables, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by either party to the other whether in existence prior to the parties entering into the Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever;

Force Majeure:
any event that is not reasonably insurable including but not limited to any act of government, war, industrial dispute, strikes (of its own or other employees), breakdown of machinery or equipment, accident, fire, inability to obtain supplies and raw materials, or by any other cause beyond the parties’ control;

IPRs:
intellectual property rights including copyright, design rights, trade mark rights, database rights, moral rights, patents, service marks, applications for any of the foregoing, trade or business names, typography rights, know-how, secret formulae and processes, lists of suppliers and customers and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, rights in confidential information and all other rights of a like nature worldwide (registered or not); and

Services:
the services under the Agreement and includes the Deliverables.

2 Definitions

3.1 We shall supply the Services in accordance with the terms of the Agreement.

3.2 You shall fully co-operate and act in good faith towards us at all times and shall provide us with prompt feedback where requested.

3.3 We shall not be liable for any delay in the performance of the Services caused by you as a result of a failure to supply prompt feedback or approvals or feedback and approvals in accordance with the times and dates set out in the Proposal.

3.4 You shall be solely responsible for ensuring that all information, advice and recommendations given to us either directly or indirectly by you or by your employees, freelancers or agents are accurate, correct and suitable and acceptance of or use by us of such information, advice or recommendations shall in no way limit your responsibility hereunder, unless we specifically agree in writing to accept responsibility.

3.5 We shall assign personnel whom we consider appropriate to perform the Services and we may at any time at our discretion, assign, re-assign, or substitute personnel or appoint sub-contractors to carry out all or any of our obligations under the Agreement.

3.6 You shall ensure that acceptance shall be given by an authorised representative.

3 Services

4.1 Delivery of the Deliverables shall be in accordance with the Proposal and we shall use all commercially reasonable efforts to deliver the Deliverables by and on a timely basis. All dates and/or times specified in an Proposal for performance of the Services or delivery of the Deliverables are given in good faith but are not guaranteed by us.

4.2 You shall inspect the Deliverables and shall notify us immediately if there is a material defect or non-conformity against the agreed specification as set out in the Proposal and we shall remedy, correct and re-deliver the Deliverables to you as soon as reasonably practicable. Post-delivery, in the event you require further amends or edits, the schedule and fees for such amends and edits shall be agreed between the parties in good faith.

4.3 In the event you do not notify us of any defect within five (5) days then you shall be deemed to have accepted the Deliverables.

4.4 You shall not unreasonably withhold, delay, or condition acceptance of the Deliverables at any time.

4.5 You shall be deemed to have accepted the Deliverables where the Deliverables are used in a commercial or public environment.

4 Deliverables and Acceptance

5.1 In consideration of the provision of the Services by us, unless otherwise agreed in an applicable Proposal, you shall pay the fees set out in the Proposal as follows:

        5.1.1 100 percent after the date of delivery of the final Deliverables, within thirty (30) days from the date of invoice.

5.2 For the avoidance of doubt, project confirmation may include commencement of the project on the basis of your instruction by email.

5.3 We shall have the right to amend any Proposal in the event that additional costs are incurred, or likely to be incurred, by reason of:

        5.3.1 material changes by you or any third party in your requirements for the Services or Deliverables;

       5.3.2 any Client Materials supplied to us for use in connection with the Agreement which, in our reasonable opinion are in any way defective, in an unsuitable quality or format or a different format to that which we are expecting to receive;

       5.3.3 any information supplied by you or any third party in connection with the Agreement and the Services being inaccurate or incomplete, or failing to give us a full and accurate indication of the work involved and/or time and resources required; or

       5.3.4 exceptional circumstances outside of our control, including changes in third party costs, bank charges and currency fluctuations.

5.4 You shall pay the fees due under the Agreement in the currency set out in the Proposal without deduction or set-off together with any VAT invoiced and payable thereon. You shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by you to us pursuant to the Agreement.

5.5 In the event payment is delayed, we may charge you interest on any overdue payment at the rate of 4 percent over base rate of the Bank of England from time to time.

5.6 Without prejudice to any of our other rights under the Agreement or otherwise, we may suspend performance of the provision of the Deliverables and our obligations under the Agreement where you are overdue in paying the fees or other costs set out in the Agreement and we have provided written notice to you of such overdue fees and you have not remedied such non-payment within 7 days of receipt of such notice. We shall not be liable for any delay caused to the Services as a result of such suspension.

5 Fees and Payment

6.1 Subject to clauses 6.2 below and any other terms agreed pursuant to a Proposal, all title and IPRs in and to the Deliverables (excluding Underlying IP), shall pass to you only upon you paying to us all sums due under the Agreement. To the extent required, the parties may agree on terms for the licence of Underlying IP (or any part of it) incorporated into the Deliverables, to enable you to receive the benefit of the Deliverables.

6.2 You acknowledge and agree that we (or our third party licensors) owns, and shall retain ownership of all rights, including IPRs, in and to (i) our proprietary underlying IPR (together “Underlying IP”), and (ii) any concepts or designs not taken further to the development stage and we shall not at any time be required to deliver to you any of Underlying IP whatsoever.

6.3 You acknowledge and agree that if in the course of performing the Services (including any processing or production of materials on your behalf) we discover or devise any techniques or know-how, all rights of every kind in and to such techniques and know-how shall belong to and vest in us and shall be deemed to be Underlying IP for the purposes of the Agreement.

6.4 You hereby grant to us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use your Client Materials to the extent necessary for us and/or our suppliers to provide the Services and the Deliverables.

6.5 You acknowledge and agree that IPRs in and to underlying materials processed by us in the performance of the Services and/or embodied in the Deliverables may be owned by third parties and that your use of the Deliverables shall be subject always to you obtaining any and all necessary licences and consents from the relevant underlying rights’ owner(s).

6 IPRS

7.1 All information or materials provided to one party by the other party (or by a third party on their behalf) and all information that a party and those working for it or on its behalf may hear, see, or derive in connection with the Services hereunder, which are not the subject of general public knowledge, shall be deemed to be Confidential Information. Each party shall not, during or after this engagement, disclose or use any such Confidential Information without first obtaining the other party’s written authorisation. Each party shall, at the other party’s request, require those engaged by a party to sign agreements, in which such persons agree not to use or disclose the Confidential Information.

7.2 Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in either party’s possession before receipt; (b) is or becomes a matter of public knowledge through no fault of either party; (c) was rightfully disclosed to either party by a third party without restriction on disclosure; or (d) is developed by either party without use of the Confidential Information as can be shown by documentary evidence. Either party may make disclosures to the extent required by law or court order provided either party makes commercially reasonable efforts to provide the other party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed the other party to participate in the proceeding. 

7 Confidentiality

8.1 Without prejudice to any other rights or claims, each party may fully or partially cancel this Agreement by a written notice, in case of:

       8.1.1 Material breach. In the event that the other party materially breaches any term (including non-payment of any sum due) and fails to remedy the same within 28 days of receiving written notice of the same. In addition the event that you fail to make any payment due hereunder by the due date therefore we shall be entitled to suspend the provision of all or part of the Deliverables until such time as such payment is received in full;

       8.1.2 Permanent failure to comply. Compliance with an enforceable obligation under the Agreement by the other party becomes permanently impossible;

       8.1.3 Bankruptcy. The other party is declared bankrupt or has been granted suspension of payment, whether or not temporary; or

       8.1.4 Termination for legal cause. Either party may immediately suspend performance if an applicable law or an applicable government or court order prohibits such performance.

8.2 Notwithstanding clause 8.1 and without prejudice to any other rights or remedies available to you, you may give us written notice of cancellation of this Agreement (and any Services to be provided in respect of an Proposal thereunder), provided that 1) you pay to us any costs and expenses committed to (including any travel costs) up to and including the date of cancellation and 2) the admin fee as set out in the Proposal.

8.3 We may terminate this Agreement in an event of Force Majeure, as per clause 10.

8 Cancellation

       9.1.1 perform the Services in a professional and workmanlike manner and using no less than reasonable care and skill; and

       9.1.2 deliver the Deliverables in accordance with the Proposal in all material respects.

9.2 Except as expressly stated, we give no warranty or representation and all warranties, whether express or implied, are excluded to the fullest extent permitted by law.

9.3 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law.

9.4 Subject to clause 9.3 and without prejudice to any other provision of these the Agreement, you agree that:

       9.4.1 the Agreement states the full extent of our obligations and liabilities in respect of the Deliverables and performance of the Services;

       9.4.2 under no circumstances shall we be liable for any indirect, special or consequential loss or damage whatsoever, or for any loss of business profits, business interruption, depletion of goodwill, loss of use or corruption of data or software, whether on a direct or indirect basis; and

       9.4.3 our entire liability for any direct loss suffered by you under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the actual sums paid by you under the relevant Proposal in which the loss was suffered.

9.5 You shall indemnify and hold us harmless from and against all claims or proceedings and all loss and damage of any kind, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, us as a result of or in connection with:

       9.5.1 any defamatory or libellous matter or any infringement or alleged infringement of a third party’s IPRs or other rights arising out of the supply or use of the Client Materials in relation to the Deliverables and/or in the course of carrying out the Services; and

       9.5.2 any breach by you, including your officers, employees, freelancers and agents of any of the terms in this Agreement.

9.6 Clause 9.5 above shall apply whether you, or your officers, employees, freelancers or agents, have been negligent or otherwise.

9.7 Any recommendations or suggestions by us relating to the use of the Deliverables are given in good faith but it is for you to satisfy yourself of the suitability of the Deliverables for their own particular purpose. We shall not be responsible for ensuring that the Deliverables comply with any legal or regulatory requirements relating to content in any territory where services are being exploited.

9 Liability and indemnity

Neither party shall be liable to the other for any failure, delay or interruption in the performance of any term under the Agreement due to causes beyond the control of that party that make performance of the Agreement either illegal, impossible or commercially impracticable, such as, but not limited to, acts of God, war, government regulation, disaster or other casualty, illness, injury, strikes or threat of strikes, acts and/or threats of terrorism, curtailment of transportation services or other events beyond the control of either party.

10 Force Majeure

11.1 You shall take out, maintain and keep effective at all times such insurance policies with reputable insurers as are sufficient to protect yourself against any and all risks as is necessary or usual for loss or liability which you may incur or suffer arising out of the Agreement.

11.2 You acknowledge that it is not possible for us to obtain insurance against any lost costs of production arising from loss or damage to Client Materials or any other materials of any kind supplied by you to us (whether in our possession or otherwise) and it is your responsibility to ensure that you have appropriate back-up copies of all Client Materials and you shall insure all Client Materials to their full value against all risks. You agree that we shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Client Materials and for the avoidance of doubt, this includes the costs of any re-shoots requested as a result of loss or damage to Client Materials.

11 Insurance

Pre-delivery, we may advertise the Deliverables in our pitches to third parties. Post-delivery, we may publicise, advertise and market the Deliverables on our website(s), in pitches to third parties, on social media site(s), blog(s) or in any other manner, as we may decide, without your prior written consent.

12 Publicity Rights

It is not intended that we process any personal data as part of the Services. However, if the Services do comprise the request to process any personal data then the parties will enter into a separate data processing agreement.

13 Data Protection

14.1 No variation of the Agreement (including any of the Services or Deliverables to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, a representative of the parties. No employee, freelancer or agent of ours has the power to vary this Agreement orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.

14.2 In the event of any conflict between the T&C’s and the Proposal, then the terms in the Proposal shall apply.

14.3 A waiver of any right or remedy under the Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy.

14.4 No partnership or joint venture is intended or created by the Agreement and neither party shall have authority to act as agent for, to bind, the other party.

14.5 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

14.6 A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.7 The Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.