STUDIO COLLECTIVE LIMITED GENERAL TERMS FOR CLIENTS
These General Terms are incorporated into agreements between Studio Collective and Clients with whom Studio Collective contracts for the provision of Services (including the production of Content).
Basis of Agreement
Any samples, drawings, descriptive matter or advertising issued by Studio Collective, and any descriptions or illustrations contained in Studio Collective's catalogues or brochures or in correspondence, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of this Agreement or have any contractual force.
This Agreement applies to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by Studio Collective shall not constitute an offer.
Engagement
The Client engages Studio Collective, and Studio Collective agrees, to provide the Services in all material respects in accordance with the Specific Terms. Studio Collective shall not be liable for any slippage in the Timetable due directly or indirectly to any Client Default or decision of the Client. The Client acknowledges that Studio Collective provides similar services to third parties and not exclusively to the Client.
Studio Collective shall use all reasonable endeavours to meet any performance dates specified in this Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
Studio Collective reserves the right to amend the Specific Terms if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Studio Collective shall notify the Client in such event.
Creative control (Where the Services include the production of Content)
The parties will consult in good faith with each other over the editorial content and artistic direction of the Content. Studio Collective shall keep the Client informed and submit materials for consideration at appropriate intervals.
The Client shall appoint a Client Representative who will be available to provide assistance to Studio Collective during pre-production, production and post-production.
It is the Client’s responsibility to respond promptly with comments and feedback and to ensure that the Client Representative is contactable for this purpose. The Client agrees that approval of submitted materials shall be deemed given if feedback is not given promptly in writing and in line with the requirements of the Timetable. The Client shall not allow any editing of the Content without the prior written approval of Studio Collective.
The Client shall be responsible for the cost of any lengthening of the Timetable or Fee increase necessitated by any editorial requests of the Client which are outside the scope of this Agreement.
The Client shall only be entitled to reject any Delivery Materials if they do not comply in all material respects with the Specific Terms due to a breach or default by Studio Collective.
The Client shall not unreasonably reject any Delivery Materials under Clause 3.5. If the Client rejects any of the Delivery Materials, Studio Collective will at its own cost have seven days in which to make necessary changes to them, in consultation with the Client, the Client having given written reasons for non-acceptance.
Credit (where the Services include the production of Content)
The Client shall ensure that Studio Collective’s Credit as the producer of the Content is given wherever the Content appears or is exploited.
Fees and payment
The Fee and agreed expenses shall be as set out in the Specific Terms.
Studio Collective shall invoice the Client for the Fee and agreed expenses as set out in the Payment Schedule. Studio Collective shall not be obliged to start work until the Deposit has been received.
The Client shall pay each invoice submitted by Studio Collective:
5.3.1.in the case of the Deposit, immediately on receipt and in the case of other invoices within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by Studio Collective and confirmed in writing to the Client; and
5.3.2.in full and in cleared funds to a bank account nominated in writing by Studio Collective.
Time for payment shall be of the essence of this Agreement. Late payment of any invoice shall suspend the Timetable and Studio Collective’s obligations under this Agreement and the Client shall indemnify Studio Collective against all additional and wasted costs incurred directly or indirectly as a result of such delay.
All amounts payable by the Client under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under this Agreement by Studio Collective to the Client, the Client shall, on receipt of a valid VAT invoice from Studio Collective, pay to Studio Collective such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Client fails to make a payment due to Studio Collective under this Agreement by the due date, then, without limiting Studio Collective's remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment. Interest will accrue each day at 4% a year above the Bank of England's base rate (but at 4% a year for any period when that base rate is below 0%) or the rate payable under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher.
All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding.
The Client shall be responsible for additional costs which are mutually agreed in writing or contemplated by clause 3.4 or clause 7, or incurred as a result of Force Majeure.
Where the Fee is calculated as a day rate, this comprises a 7.5 hour working day.
The Services will be performed during normal office hours Monday- Friday excluding weekends and bank holidays. Hours worked outside these parameters will be subject to Studio Collective’s agreement as to when they will be worked and the enhanced rate which will apply.
Rights (where the Services include the production of Content)
The Client with full title guarantee hereby irrevocably grants assigns and confirms to Studio Collective absolutely:
6.1.1.the entire copyright throughout the world in the Client Materials (other than elements for which licences have been obtained in accordance with clause 7.1.2) in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of present assignment of future copyright; and
6.1.2.all other rights, consents and waivers whatsoever including waivers of moral rights and all consents under Part II of the Copyright, Designs and Patents Act 1988 from all those whose performances, intellectual property or other rights are incorporated in the Client Materials, to enable Studio Collective to make the fullest use of the Client Materials in the provision of the Services and otherwise as authorised by this Agreement without restriction or payment of further fees.
Studio Collective grants to the Client the Usage Rights in the Delivery Materials for the Usage Term and in the Usage Territory. All Intellectual Property Rights in and to the Content and Products of the Services (other than in relation to the Client Materials) and any ancillary material not expressly granted to the Client in this Agreement are the absolute property of Studio Collective who may exercise them worldwide in perpetuity by all manner and means and in all media now known or invented in future and authorise others to do so. This includes all know how and methodology used in the provision of the Services and the production of the Delivery Materials.
The Client agrees that Studio Collective may use the Client's name, trademarks and other Intellectual Property Rights in perpetuity and free of charge in the provision of the Services and Delivery Materials and in Studio Collective’s own promotional, training and presentation activities. The Client warrants that no such use shall infringe the rights of any third party. This clause shall survive termination of this Agreement.
For the avoidance of doubt, the Client shall not be entitled to produce or commission or authorise a third party to produce any content or other material based on or similar to or incorporating the whole or any part of the Content or the Delivery Materials (including trade names, logos and designs wholly or partly devised by or on behalf of Studio Collective) without the prior written consent of Studio Collective who shall have the exclusive right to produce such material on terms to be negotiated and agreed in good faith.
Client Obligations
The Client hereby warrants, represents and undertakes to Studio Collective that:
7.1.1.it is fully entitled to enter into and perform this Agreement and shall pay the Fee promptly;
7.1.2.it shall either own, or have obtained and paid for licences to use (worldwide, in perpetuity, in all media now known or hereafter invented and in all languages without further payment including payments of a repeat or residual nature), all Client Materials provided to Studio Collective by the Client;
7.1.3.it shall not unreasonably withhold or delay approvals to be given by it under this Agreement;
7.1.4.it shall co-operate with Studio Collective in all matters relating to the Services;
7.1.5.it shall where relevant provide Studio Collective, its employees, agents, consultants and subcontractors, with access to the Client's premises, office accommodation and other facilities as reasonably required by Studio Collective and communicate in writing to Studio Collective any site or other rules or regulations (including those relating to health and safety) to which such access is subject. Subject to such disclosure having been made, Studio Collective will use reasonable endeavours to comply with such rules or regulations;
7.1.6.it shall provide Studio Collective with such information and materials as Studio Collective may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
7.1.7.it shall comply with all applicable laws, including health and safety laws and all relevant health and safety policies of Studio Collective or relevant third parties and ensure that its employees, agents and contractors do so;
7.1.8.it shall comply with any additional obligations as set out in the Specific Terms; and
7.1.9.the Client shall indemnify Studio Collective and keep Studio Collective fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Client's part contained in this Agreement.
If Studio Collective's performance of any of its obligations under this Agreement is prevented or delayed by a Client Default:
7.2.1.without limiting or affecting any other right or remedy available to it, Studio Collective shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Studio Collective's performance of any of its obligations;
7.2.2.Studio Collective shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Studio Collective's failure or delay to perform any of its obligations as set out in this clause 7.2; and
7.2.3.the Client shall reimburse Studio Collective on written demand for any costs or losses sustained or incurred by Studio Collective arising directly or indirectly from the Client Default.
Limitation of Liability
Nothing in this Agreement shall limit or exclude Studio Collective's liability for:
8.1.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
8.1.2.fraud or fraudulent misrepresentation; or
8.1.3.breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to clause 8.1, Studio Collective shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
8.2.1.loss of profits;
8.2.2.loss of sales or business;
8.2.3.loss of agreements or contracts;
8.2.4.loss of anticipated savings;
8.2.5.loss of use or corruption of software, data or information;
8.2.6.loss of or damage to goodwill or reputation; or
8.2.7.any indirect or consequential loss.
Subject to clause 8.1, Studio Collective's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to total Fee actually paid under this Agreement.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
This clause 8 shall survive termination of this Agreement.
Termination
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
9.1.1.the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within seven (7) days of that party being notified in writing to do so;
9.1.2.the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3.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
9.1.4.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 this Agreement has been placed in jeopardy.
Without affecting any other right or remedy available to it, Studio Collective may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment.
Without affecting any other right or remedy available to it, Studio Collective may suspend the supply of the Services under this Agreement or any other contract between the Client and Studio Collective if the Client fails to pay any amount due under this Agreement on the due date for payment, the Client becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or Studio Collective reasonably believes that the Client is about to become subject to any of them.
Consequences of Termination
On termination of this Agreement:
10.1.1.the Client shall immediately pay to Studio Collective all of Studio Collective's outstanding unpaid invoices and interest;
10.1.2.In respect of Services supplied but for which no invoice has been submitted, Studio Collective shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.1.3.the Client shall return all Studio Collective Materials and all Products of the Services which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement (including those necessary for its interpretation and enforcement and clauses relating to confidentiality and indemnity) shall remain in full force and effect.
Data Protection
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of the Data Protection Legislation.
[Additional clauses to be discussed].
General
Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than payment obligations) if such delay or failure result from Force Majeure.
Assignment and other dealings.
12.2.1.Studio Collective may at any time assign, sub-licence, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
12.2.2.The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Studio Collective.
Confidentiality.
12.3.1.Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 12.3.2.
12.3.2.Each party may disclose the other party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out or advising on the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
12.3.4.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Entire agreement.
12.4.1.This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them (including with their group companies), whether written or oral, relating to its subject matter.
12.4.2.Each party acknowledges that in entering into this Agreement 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
12.4.3.Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out in this Agreement, no variation of this Agreement shall be effective unless it is in writing and authorised by the authorised representatives of the parties.
Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Notices.
12.8.1.Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by email, by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice or other communication shall be deemed to have been received: if delivered by email or by hand, on signature of a delivery receipt or at the time the notice is left at or emailed to the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
12.8.2.This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights.
Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.10.No partnership or agency.
12.10.1.Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
12.10.2.Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.11.Further assurance. The parties shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement and shall use all reasonable endeavours to procure that any third parties shall also do so as necessary. The requesting party shall reimburse the other for the reasonable costs properly incurred by it in complying with its obligations under this clause.
12.12.Anti-bribery.
12.12.1.The parties shall:
12.12.1.1.comply with all applicable laws, statutes, and regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
12.12.1.2.[not engage in any activity, practice or conduct which would constitute an offence under section 1, section 2 or section 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;]
12.12.1.3.have and shall maintain in place throughout the term of this Agreement their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 12.12.1.2, and will comply with them where appropriate; and
12.12.1.4.promptly report to one another any request or demand for any undue financial or other advantage of any kind received by them in connection with the performance of this Agreement.
12.12.2.Breach of this clause 12.12 shall be deemed a material breach of this Agreement under clause 9.
12.12.3.For the purpose of this clause 12.12, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under sections 8 and 9 of that Act).
12.13.Publicity and promotion. The parties agree in good faith to consult throughout the Term on publicity and promotional plans of the Client that involve use of or reference to the Content. In any event (where the Services include the production of Content), there shall be no announcement about or references to the Services prior to the official launch unless mutually agreed in writing. This includes on social media. Studio Collective shall be entitled prior to launch refer to the fact that it is working with the Client provided it does not include project specific details in any statements.
12.14.Governing law. This Agreement, 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.
12.15.Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Glossary and Interpretation
Definitions:
Capitalised terms shall have the following meanings:
Brief: the brief attached to the Specific Terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England and Wales when banks are open for business.
Client Default: means any act or omission by the Client or failure by the Client to perform any relevant obligation.
Client Materials: all materials provided by the Client in connection with the Services including those noted in the Specific Terms.
Client Representative: the Client representative noted in the Specific Terms.
Content: the content noted in the Specific Terms.
Credits: where Content is produced by Studio Collective as part of Services, the credits (if any) in favour of Studio Collective to be given in relation to such content and as noted in the Specific Terms.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
Delivery Date: the delivery date for the Products of the Services noted in the Specific Terms.
Delivery Materials: the materials noted in the Specific Terms. For the avoidance of doubt the Delivery Materials do not include the working files, rushes and other Products of Services, the entire Intellectual Property Rights, title and interest in which shall remain vested in Studio Collective (or its licensors where Studio Collective has acquired a licence in material owned by third parties).
Deposit: the deposit noted in the Specific Terms.
Fee: the fee noted in the Specific Terms.
Force Majeure: any circumstances not within a party’s reasonable control including acts of God, flood, drought, natural disaster, epidemic or pandemic, terrorist attack, war, failure to supply (including utilities), strike or industrial action, non-performance by suppliers or sub-contractors.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, sequel and remake 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.
Payment Schedule: the schedule for payment of the fees noted in the Specific Terms.
Products of the Services: the products of the Services, including the Content, the Delivery Materials and all performances and literary, dramatic, artistic and musical material incorporated by Studio Collective into the Content.
Services: the services noted in the Specific Terms.
Special Provisions: any special provisions noted in the Specific Terms.
Specific Terms: the specific terms forming part of this Agreement and which include the Brief.
Studio Collective Materials: means all materials, equipment, documents and other property of Studio Collective.
Term: the period from the date of this Agreement until the Delivery Date or (if earlier) termination of this Agreement.
Timetable: the timetable for performance of the Services noted in the Specific Terms or agreed from time to time in writing.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
Usage Rights: the Usage Rights noted in the Specific Terms and which, for the avoidance of doubt exclude Commercial Rights unless otherwise specified in the Specific Terms.
Usage Term: the Usage Term noted in the Specific Terms.
Usage Territory: the Usage Territory noted in the Specific Terms.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written does not include fax but includes email.
In the event of any inconsistency between these General Terms and the Specific Terms, the Specific Terms shall prevail.
Contact
Studio Collective Ltd
Protein Studios
31 New Inn Yard
EC2A 3EY