The Terms and Conditions stated here shall apply to all work performed by Studio Denley on behalf of the Client. Studio Denley reserves the right to refuse any work for any reason. By using Studio Denley’s services the Client is  fully accepting the terms, conditions and disclaimers contained in this document.

Written instruction from the Client to Studio Denley to commence work will be taken as confirmation of acceptance of these Terms and Conditions.

An email is an accepted form of written instruction and forms a Contract for Business between the signatory and Studio Denley.

Please read these Terms and Conditions carefully.

 

Working with Studio Denley

Business day – Any weekday other than a bank or public holiday in England.

Business hours – The hours of 09.00 to 17.30 GMT/BST on a Business day.

Status

Studio Denley and the Client acknowledge that this agreement does not create a joint venture between them, and is exclusively a Contract for a service.

Term

These Terms and Conditions will be effective from the date of instruction from the Client to proceed with agreed project Deliverables. It will continue until the sign-off of the Deliverables by the Client, subject to Termination.

Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct Contract under these Terms and Conditions.

 

Statement of Work

Agreeing deliverables, specifications, costs and payment schedule.

At the time of proposal, Studio Denley will provide the Client with a written project specification and quotation by email.

Written instruction is to be provided by the customer to indicate acceptance of the specification, agreed deliverables and payments to Studio Denley. An email is an accepted form of written instruction.

Alternatively, the Client may send an official purchase order in reply to the estimate or quotation which binds the Client to accept these Terms and Conditions.

For the avoidance of doubt, these Terms & Conditions are what govern the job, not any conditions on The Client’s purchase order.

 

Deliverables

Deliverables are items produced by Studio Denley for the Client agreed at the Statement of Work stage of the project.

Studio Denley will use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the deadlines agreed at the beginning of the project. These may be affected by circumstances beyond Studio Denley’s control, as covered in the ‘Unforeseeable circumstances’ section of this document. If at any stage Studio Denley understands that the deadline will not be met, the Client will be informed and a new deadline agreed.

Studio Denley agrees that:

(a) the Deliverables will be free from material defects; and

(b) the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

 

Delivering the project and ensuring deadlines are met

Turnaround time

Studio Denley strives to meet realistic deadlines set and agreed upon through clear communication with the Client, but turnaround will vary from project to project. The amount of time the Client takes to review prior to requesting a revision or approving final artwork will affect turnaround time.

Excessive review time will alter agreed upon deadlines.

Any indication given by Studio Denley of a project’s duration is to be considered by the Client to be an estimation. Studio Denley cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Studio Denley for the initial payment, if applicable, or by a date confirmed in writing by Studio Denley.

Supply of content from the Client

The Client agrees to provide all content required to complete the project in a timely manner.

As agreed in the instruction to work section, Studio Denley may require additional content to be supplied by the Client to produce agreed Deliverables. The Client agrees that any additional materials required by Studio Denley to complete the project will be delivered within the agreed time-scale. Studio Denley will not be held responsible for any deadlines not met as a direct result of a delay.

The Client unconditionally guarantees that any elements of text, photos, trademarks, or any other artwork furnished to Studio Denley for inclusion in any project are owned by the Client, or that the Client has permission from the rightful owner to use these elements, and will hold harmless, protect and defend Studio Denley and its subcontractors from any claim or suit arising from the use of such elements.

The Client hereby grants to Studio Denley a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate their Client materials to the extent reasonably required for the performance of Studio Denley’s obligations and the exercise of their rights under these Terms and Conditions.

Data formats

The Client agrees to Studio Denley’s definition of acceptable means of supplying data and required content to them.

Text is to be supplied to in electronic format as standard text (.txt), MS Word or PDF.

Images and other graphic assets are to be supplied in an electronic format as prescribed by Studio Denley and must be submitted by email or file transfer. Unless otherwise agreed images must be of a quality suitable for use without any subsequent image processing, Studio Denley will not be held responsible for any image quality which the Client later deems to be unacceptable.

Studio Denley cannot be held responsible for the quality of any images which the Client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images

Client revisions

A revision is any requested change to a concept or design following its initial presentation.

Unless otherwise stated, all projects include two stages of revisions in the quoted amount, with any additional revisions agreed being charged at an agreed rate. Studio Denley provides all artworks with version numbers to aid this process.

Studio Denley encourages the Client to take as much time as they reasonably need to deliver accurate feedback on a design. However, excessive review time will alter agreed upon deadlines (see Turnaround time).

The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the Client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.

If the Client does not contact Studio Denley within 30 days after a revision has been presented, then the project will be cancelled and subject to the conditions set forth in this document regarding cancelled work.

The Client will have the opportunity to approve additional charges should any occur as the work progresses.

The Client also agrees that Studio Denley holds no responsibility for any amendments made by any third party, before or after a design is published.

Rights of access for website construction

The Client agrees to allow Studio Denley all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords.

The Client agrees to allow Studio Denley access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

Hosting websites

Studio Denley uses third party hosting and does not provide hosting or other email services. Studio Denley does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.

Studio Denley may request that the Client changes the type of hosting account used if that account is deemed by Studio Denley to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.

Fees due to third party hosting organisations are the responsibility of the Client and Studio Denley is not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of the Client / domain owner.

Studio Denley will not be liable if the hosting service is interrupted and corruption of a database happens or the website does not restore correctly.

Search engine ranking

Due to the  number of considerations that search engines use when determining a site’s ranking, Studio Denley cannot guarantee any particular placement.

Artwork sign-off

Acceptance of final artwork must be in writing and will represent the final stage of the work process. An email is accepted as written confirmation but must have clarity in its language.

Eg. “Looks good” is not an accepted confirmation.

Any subsequent work requested by the Client in relation to the order will result in additional charges to the Client at the discretion of Studio Denley. In this circumstance, the Client will be advised of any additional fees before the work is undertaken. By approving the final work in writing, the Client assumes all responsibility for the subsequent usage of the design.

Delivery

Printed and physical items

Studio Denley will supply proofs and PDF files electronically as appropriate for printing, or other graphic files as detailed in the job scope or request.

Studio Denley is not responsible for any errors resulting from third party companies used by the Client.

Studio Denley will provide final artwork for print clearly marked  ‘AW’ to avoid errors.

Digital artwork

Studio Denley will supply electronic files as appropriate for publishing online as detailed in the job scope or request.

Websites and online projects

If Studio Denley is not managing the hosting of your website, the Client will be provided with source files and finished files and should keep them somewhere safe as Studio Denley is not required to keep a copy. The Client owns all intellectual property rights of text, images, site specification and data they provided, unless someone else owns them.

If Studio Denley is managing the hosting, the website or online project will be made live on the earliest Business day following approval, unless otherwise agreed. Studio Denley do not make website development projects live on a Friday.

All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and tablets. Studio Denley does not guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors.

Studio Denley shall not be responsible if a site’s functionality is impaired due to a plugin or theme installed by  prior to handover but then ceases development, and/or is incompatible with the current WordPress version.

Website support – upgrading WordPress and third party plugins

Studio Denley provide a monthly maintenance service which includes but not limited to; Taking a WordPress site Backup, Update WordPress core files and WordPress plugins and form testing.

If the Client does not enter a maintenance contract, they are liable for the updating and maintenance of their website.

Studio Denley is not liable if your website experiences a security breach even if the Client is paying for a monthly maintenance package. Studio Denley is not liable if a plugin or theme leaves an exploit to the website allowing the site to be compromised.

Studio Denley primarily use WordPress for their website development. On occasion third party plugins are used to enhance functionality. Plugin developers often release upgraded versions of their software with security patches or additional functionality.

In time WordPress plugins may become obsolete and alternative plugins will need to be sourced or the website may need redeveloping. Studio Denley accepts no liability for issues which arise from plugins which require updates or are obsolete that the Client has been informed of.

Studio Denley strongly advise backing up the database before upgrading any plugins. An hourly rate is charged to rectify any issues, which includes but not limited; website compromised, website corruption, database corruption, plugin incompatibility.

Intellectual property rights

“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, the Client guarantees that all elements of text, images or other artwork provided are either owned by your good selves, or that you’ve permission to use them. When the Client provides text, images or other artwork in relation to the project, they agree to protect Studio Denley from any claim by a third party that they are using their intellectual property.

Studio Denley guarantee that all elements of the work delivered to the Client are either owned by Studio Denley or permission has been obtained to provide them to them. When the Client is provided text, images or other artwork from Studio Denley, Studio Denley agrees to protect the Client from any claim by a third party that you’re using their intellectual property. Provided payments have been met and that the contract hasn’t been terminated, all intellectual property rights will be assigned to the Client.

Studio Denley will own any intellectual property rights developed prior to, or developed separately from this project and not paid for by the Client. Studio Denley owns the unique combination of these elements that constitutes a complete design and will license its use to the Client, exclusively and in perpetuity for this project only, unless agreed otherwise.

Responsibility of licenses and additional fees

Any materials purchased for the project, including but not limited to photography, illustration, website plugins and fonts that require licenses remain the responsibility of the Client.

On occasion projects will incur fees that are additional to the original quoted amount. This can include photography or illustration that is required as the nature of the project progresses. Studio Denley will only be reimbursed for expenses that have been approved in advance.

The Client is liable for subscriptions to service software, such as plugins, that enhance website experience, set-up and ongoing charges will be agreed with the Client before installation.

Errors

Studio Denley will not take responsibility for any copy or design errors committed on the part of the Client. The Client is encouraged to proofread all artwork carefully. In addition, Studio Denley is not responsible for incorrect dates or misspelled words in files submitted by the Client or jobs approved by the Client upon design completion. Under no circumstances will a refund or reprint be honoured for an error in files submitted or approved by the Client.

For printed works, once the Client has approved a proof from a printer, Studio Denley is no longer responsible for any errors in the finished document(s), regardless of where the errors originated from.

 

Cancellation of work

The Client, at their discretion, may terminate further work on a project. In such a case, all time spent on the project including any additional fees incurred by Studio Denley will immediately become due and payable in full. If an initial deposit of the design fee has been paid, this will not be refunded. The balance of monies due must be paid within 30 days.

Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Studio Denley will need formal notification in writing via recorded post.

Please note: any cancellation which is not formally confirmed in writing and received by Studio Denley within 14 days of initial instruction being issued, will be liable for the full quoted cost of the project.

Upon cancellation:

(a) All materials delivered to the Client to date in connection with that specific project must be returned by the Client, to Studio Denley

b) The Client is not entitled to use any of the work created in connection with the project without Studio Denley’s consent. The use of work without consent could result in additional fees and/or legal action

c) Studio Denley reserves the right to keep, modify, or re-use all original artwork and digital files prepared in connection with the project, as long as it does not infringe on the associated client’s existing brand prior to the commencement of work by Studio Denley.

Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the Contract, and the breach is not remediable;

(b) the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

Studio Denley may terminate the Contract immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to Studio Denley under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) Studio Denley has given to the Client at least 30 days written notice, following the failure to pay, of its intention to terminate the Contract.

 

Payment

Following sign-off and final delivery of the project deliverables, Studio Denley will invoice for the work completed and any additional fees.

Payment is accepted via cheque or transfer into the Studio Denley account. When quoted, extended projects may require a non-refundable deposit of up to 25% of the total estimate before any design/artwork will begin, with the remaining balance due upon the Client approval. Studio Denley may withhold project elements until payment is received.

Website projects may require final payment to clear before files are transferred or the project is put live.

Studio Denley payment terms are 15 days from the invoice date. Any queries regarding invoices need to be addressed to Studio Denley within seven days of the invoice date. Studio Denley reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.

Unless the context requires otherwise, costs quoted by Studio Denley are not inclusive of VAT. VAT is not applicable.

 

Unforeseeable circumstances

If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

A Force Majeure shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, earthquake explosion, sabotage, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority, internet failure, server crashes and virus attacks on equipment.

A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) notify the other at their earliest convenience; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

(c) when a Force Majeure Event has passed, the parties must communicate any timeline alterations, and address or reaffirm any associated deadlines.

A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

 

Rights of refusal

Studio Denley reserves the right to refuse work on any basis. Studio Denley will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal.

All advertising material must conform to all standards laid down by all relevant advertising standards authorities. In the situation where any images and/or data that Studio Denley does include in all good faith, and subsequently discovers is in contravention to such Terms and Conditions, the customer is obliged to allow Studio Denley to remove the contravention without hindrance, or penalty. Studio Denley is to be held in no way responsible for any such data being included.

 

Disclaimer

Studio Denley makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Studio Denley will not be held responsible for any and all damages resulting from products and/or services it supplies. Studio Denley is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While reasonable steps are taken to investigate the materials recommended, Studio Denley accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The Client agrees not to hold Studio Denley responsible for any such loss or damage. Any claim against Studio Denley shall be limited to the relevant fee(s) paid by the Client.

Studio Denley reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Studio Denley will not knowingly perform any actions to contravene these and The Client also agrees to be so bound.

 

General

These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Studio Denley reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

These Terms and Conditions shall be governed by and construed in accordance with English law.

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Updated: 24/11/20