Charges: the charges payable by the Client for the supply of the Services by Studio Folk Lore, as set out in the Contract Details.
Conditions: these terms and conditions specified in this Contract.
Contract: the contract between the Client and Studio Folk Lore for the supply of the Services in accordance with the Contract Details and these Conditions.
Client Materials: all materials, drawings, code, specifications and data (whether in digital or paper form) supplied by the Client to Studio Folk Lore at any time.
Deliverables: all documents, products and materials developed by Studio Folk Lore or its agents, subcontractors and personnel as part of or in relation to the Services and the Key Deliverables set out in the Contract Details.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: the services, including without limitation any Deliverables, to be provided by Studio Folk Lore pursuant to the Contract, as described in the Contract Details.
Services Start Date: the day on which Studio Folk Lore is to start provision of the Services, as set out in the Contract Details.
Studio Folk Lore IPRs: all Intellectual Property Rights subsisting in any concepts and preliminary designs not incorporated into the Deliverables excluding any Client Materials.
2. Commencement and term
2.1 The Contract shall commence on the earlier of:
(a) the date when it has been signed by both parties;
(b) the date on which the Client instructs Studio Folk Lore to commence provision of the Services; and
(c) the date on which the Client pays the first 50% of the Charges,
and shall continue, unless terminated earlier in accordance with these Conditions, until the Services are completed.
2.2 The Client acknowledges and agrees that any scope of work or other quote shall only be valid for a period of 1 calendar month after provided and shall cease to be valid if a Contract has not been signed by such date.
2.3 During the term of the Contract, if no feedback is provided by the Client within 1 calendar month of provision of a draft Deliverable, Studio Folk Lore shall be permitted to treat the Services as completed and invoice the remaining 50% of the Charges and any other amounts that may be payable.
3. Supply of services
3.1 Studio Folk Lore shall supply the Services to the Client from the Services Start Date in accordance with the Contract.
3.2 In supplying the Services, Studio Folk Lore shall:
(a) perform the Services with reasonable care and skill; and
(b) take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request.
4. Client’s obligations
4.1 The Client shall:
(a) co-operate with Studio Folk Lore in all matters relating to the Services;
(b) provide, in a timely manner, such information as Studio Folk Lore may require, and ensure that it is accurate and complete in all material respects; and
(c) review any drafts, documents and graphics provided by Studio Folk Lore and provide comments on such Deliverables in a timely manner.
4.2 If Studio Folk Lore’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Studio Folk Lore shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Studio Folk Lore sustains or incurs that arise directly or indirectly from such prevention or delay.
5. Intellectual property
5.1 Studio Folk Lore and its licensors shall retain ownership of all Studio Folk Lore IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
5.2 The Client permits Studio Folk Lore to use the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.
5.3 On receipt by Studio Folk Lore of payment of all sums due in respect of the Services and Deliverables pursuant to clause 6, the Intellectual Property Rights in the Deliverables (excluding any Studio Folk Lore IPRs) shall automatically be assigned to the Client.
5.4 The Client represents and warrants that it is either the owner or the licensor (with permission to sub-licence, publish and otherwise use in any Deliverables) of all Client Materials and indemnifies Studio Folk Lore in respect of any claim, loss or damage suffered by Studio Folk Lore (including without limitation all legal costs) as a result of any Client Materials infringing the Intellectual Property Rights of any third party.
5.5 The Client acknowledges and agrees that all Intellectual Property Rights in any preliminary designs not forming or incorporated into the final Deliverables remain solely with Studio Folk Lore.
6. Charges and payment
6.1 In consideration for the provision of the Services, the Client shall pay Studio Folk Lore the Charges in accordance with this Contract.
6.2 All amounts payable by the Client exclude amounts in respect of value added tax (“VAT”), which the Client shall additionally be liable to pay to Studio Folk Lore at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.3 Studio Folk Lore shall submit invoices for the Charges plus VAT if applicable to the Client at the following intervals:
(a) a % of the total fees payable in respect of the Services in advance of provision of the Services; and
(b) a % of the total fees payable in respect of the Services on completion of the Services On completion of a website build and once the test site has been signed off payment is due before the website goes live.
6.4 In the event that the parameters of the Services change and/or if the Client requests more than two rounds of changes to the Deliverables, the parties will co-operate in good faith to agree an additional fee to cover any additional work. Studio Folk Lore shall issue an invoice for such additional fee to the Client on completion of the Services. In the event that the parties are unable to agree an additional fee, Studio Folk Lore shall deliver the Deliverables in accordance with the specification agreed with the Client without any further changes.
6.5 The Client shall pay the invoice set out in:
(a) clause 6.3(a) prior to commencement of provision of the Services; and
(b) clauses 6.3(b) prior to launch of the website,
and in any event on receipt of the relevant invoice, to a bank account nominated in writing by Studio Folk Lore.
6.6 If the Client fails to make any payment due to Studio Folk Lore under the Contract by the due date for payment, then, without limiting Studio Folk Lore’s remedies under clause 8 (Termination):
(a) the Client shall pay interest on any overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue on a daily basis at a rate of 5% per year above the Bank of England’s base rate from time to time;
(b) Studio Folk Lore may suspend all Services until payment has been made in full; and
(c) Studio Folk Lore may use any Deliverables as it sees fit.
6.7 All amounts due under the Contract from the Client to Studio Folk Lore shall be paid by in full without any deductions.
7. Limitation of liability
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Neither party may benefit from the limitations and exclusions set out in this clause 7 in respect of any liability arising from its deliberate default.
7.3 Nothing in this clause 7 shall limit the Client’s payment obligations under the Contract.
7.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.5 Subject to clause 7.2 (No limitation in respect of deliberate default), clause 7.3 (No limitation on Client’s payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), Studio Folk Lore’s total liability to the Client for all loss or damage shall not exceed £1,000.
7.6 Subject to clause 7.2 (No limitation in respect of deliberate default), clause 7.3 (No limitation on Client’s payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this clause 7.6 sets out the types of loss that are wholly excluded:
loss of profits;
(a) loss of sales or business;
(b) loss of agreements or contracts;
(c) loss of anticipated savings;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its insolvency or where it seeks to make any arrangement with its creditors;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(e) (in the case of Studio Folk Lore) the Client indicates to Studio Folk Lore that it wishes to terminate or cancel the Contract or indicates an intention to do the same.
8.2 Without affecting any other right or remedy available to it, Studio Folk Lore may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
8.3 On termination of the Contract for whatever reason prior to completion of the Services:
(a) Studio Folk Lore shall provide an invoice to the Client for any sums due in respect of the Services provided to date which shall include:
(i) all expenses and disbursements incurred by Studio Folk Lore in providing the Services; and
(ii) a pro rata amount of the total Charges equivalent to the proportion of the Services provided as at the date of cancellation; and
(iii) any VAT,
and such invoice shall be payable by no later than 7 days after the date of issue;
(b) all Intellectual Property Rights in the Deliverables shall remain with Studio Folk Lore.
9.1 Responsibility for further processes
Studio Folk Lore shall have no liability or responsibility for any further processes undertaken by or on behalf of the Client using the Deliverables. This includes without limitation any further development of any website and printing of any materials created by Studio Folk Lore.
9.2 Assignment and other dealings.
(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Studio Folk Lore’s prior written consent.
(b) Studio Folk Lore may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by this clause 9.3.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
9.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
9.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) If a party fails to take steps to enforce its rights under this agreement, it is not deemed to have waived those rights.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the address specified in the Contract Details.
(b) Any notice or communication sent by email shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.8(b), business hours means 9.00am to 5.00pm Monday to Friday on condition that the day is not a public holiday in the place in which the recipient is based.
9.8 Third party rights.
(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
9.9 Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.