Terms & Conditions
"The Charges" means the charges for the Services as agreed between the Supplier and the Customer.
"The Supplier" means Future Studios Limited.
"The Customer" means a person or company requesting services or products from the Supplier.
"The Contract" means the contract formed by the Customer requesting products and / or services from the Supplier.
"Master Agreement" means these General Terms and Conditions for Internet and Design Related Services.
"The Customer's Data" means all and any information, data, computer files or other material supplied by the Customer from time to time to the Supplier.
"Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for.
"The Deliverables" means any artwork, design concepts, software, documentation or other materials provided to the Customer by the Supplier.
2.INTERPRETATION AND CONSTRUCTION
This Master Agreement supersedes all prior agreements, arrangements, representations and undertakings between the Supplier and the Customer in respect of its subject matter and constitutes the entire agreement between the parties. No addition to or modification of any provision of this Master Agreement will be binding on the Supplier or the Customer unless recorded in writing. The headings to the conditions in the Master Agreement are for ease of reference only and do not affect their interpretation or construction. Our Master Agreements are governed by and are to be construed in accordance with English law, and the Supplier and the Customer will submit to the exclusive jurisdiction of the English Courts.
The Supplier will provide the Services to the Customer on the terms of the Master Agreement. At any time either the Supplier or the Customer may suggest a change to the Services. The Supplier will be entitled to charge the Customer at the Supplier's standard rates from time to time for implementing any such suggestion made by the Customer. Neither the Supplier nor the Customer will be obliged to agree to any suggested change to the Services and, until any change to the Services (together with any consequential changes to the Master Agreement) has been mutually agreed and recorded in writing, the Supplier and the Customer will continue to perform the Contract without taking account of the suggested change or changes. It is the responsibility of the client to monitor services and registrations including domains and SSL certification and notify the supplier should they be in need of renewal. The supplier will not be held responsible in any way for loss of business due to services not being renewed.
4.CHARGES AND PAYMENT
The Charges for the Services are as agreed between the Supplier Customer.The Supplier will be entitled from time to time to increase any periodic Charge or other rates of charge (or both) by giving to the Customer an estimate of costs in advance. The Charges and all other amounts payable to the Supplier are exclusive of Value Added Tax (or any similar tax) which will be paid by the Customer at the rate and in the manner from time to time prescribed by law, and without deduction or set-off, by return of post or in any case within 14 days after the date of the Supplier's invoice. If any amount payable to the Supplier by the Customer is not paid by the due date then (without prejudice to the Supplier’s other rights and remedies), the Supplier may: suspend the provision of any or all of the Services.
All deposits are non-refundable.
5.THE CUSTOMER'S OBLIGATIONS
The Customer will provide the Supplier, free of charge, with all information, materials, documentation, resources and facilities reasonably requested by the Supplier to allow the Supplier to provide the Services and the Deliverables. The Customer will ensure that its staff, contractors and other suppliers co-operate fully with the Supplier and cause no delay. Where the Supplier needs the Customer to provide information or to take a decision, the Customer will do so promptly and so as not to delay the Supplier. Whilst any of the Supplier's employees are working on the Customer's premises, the Customer will ensure their health and safety.
6.INTELLECTUAL PROPERTY RIGHTS
The contents of all reports, documents, specifications, presentations, web servers, software and documentation prepared, made or written by the Supplier for or to the Customer, all advice given by the Supplier to the Customer, all the methodologies used by the Supplier in working for the Customer and the results of the work done by the Supplier for the Customer, are for the use of the Customer only and the Customer will not divulge them to any third party or use them for any purpose or project other than for using the Services in accordance with the Master Agreement. The Customer acknowledges that it will not have any rights in respect of any products, materials or methodologies or open source codes written and used by the Supplier and owned by the Supplier or any third party, and the Customer agrees to keep the same confidential.
Any or all of the Services may be terminated:by the Supplier immediately on giving notice in writing to the Customer if the Customer fails to pay any sum due to the Supplier under the terms of the Master Agreement and that sum remains unpaid for 14 days after written notice from the Supplier that that sum has not been paid; or by the Supplier immediately on giving notice in writing to the Customer if the Customer commits any material breach of any term of the Master Agreement and (in the case of a breach which is capable of being remedied) has failed, within 28 days after the receipt of a request in writing from the Supplier so to do, to remedy the breach; or by either party immediately on giving notice in writing to the other if the other has a receiver or administrative receiver appointed of it or over any part of its undertaking or assets, or passes a resolution for winding-up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction), or if a court of competent jurisdiction makes an order to that effect, or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or if any similar process to any of the above is begun, or if the other party ceases or threatens to cease to carry on its business. The Customer may terminate any Services immediately on giving notice in writing to the Supplier if the Supplier commits any material breach of any term of that Service and (in the case of a breach capable of being remedied) has failed within 28 days after receipt of a request in writing from the Customer to do so, to remedy the breach. Any termination or expiry of a Service (however it happens) will not affect any accrued rights or liabilities of either party. Nor will it affect the coming into force or the continuing in force of any provision of the Master Agreement which is expressly, or by implication, intended to come into or continue in force on or after the termination or expiry of that Service. The termination or expiry of a Service Schedule will not affect the continuing in force of any other Service Schedule unless that other Service Schedule expires or is expressly terminated in accordance with the Master Agreement or the provisions of that other Service Schedule
The Customer may not assign or transfer the Master Agreement either in whole or in part or sub-license any of its rights under the Master Agreement.
Despite anything else contained in the Master Agreement or any Service Schedule, neither party will be liable for any delay or failure in performing its obligations under the Master Agreement or any Service Schedule (except an obligation to make payment) if that delay or failure is caused by circumstances beyond its control (including, without limitation, any delay caused by any act or omission of the other party or any third party), and the party so delaying will be entitled to a reasonable extension of time for the performance of its obligations.The Supplier will endeavor to comply with any timetable or dates which the Supplier has given to the Customer for the performance of the Services, but any such timetable or dates are estimates only, and the Supplier will not be liable for any delay or failure to perform in accordance with that timetable or those dates.
The Customer warrants to the Supplier that the Customer has not been induced to enter into the Master Agreement by any warranties or representations, except those specifically contained in the Master Agreement as warranties. The Customer waives any claim for breach of any representation and for any misrepresentation, except in respect of any fraudulent misrepresentation.The Customer warrants to the Supplier that none of the Customer's Data or its provision to the Supplier will infringe the Intellectual Property Rights of any third party, or contain anything which is obscene or defamatory, or which is a malicious falsehood, or will breach any applicable data protection legislation or any data protection principles.The Customer warrants to the Supplier that the Customer's Data is complete, up to date, true and correct and that all additions and changes to the Customer's Data will be complete, up to date, true and correct, and that the Customer will not do anything or omit to do anything which might put the Supplier in breach of any Data Protection legislation or any Data Protection Principles.The Customer will indemnify the Supplier and keep the Supplier indemnified against all claims, costs, damages, losses, expenses and liabilities incurred by the Supplier in connection with any breach of any of the Customer's warranties in the conditions above.
11.THE SUPPLIER'S WARRANTY AND LIABILITY
The Supplier will perform the Services with reasonable skill and care. If the Services are not provided in accordance with this warranty and the Customer notifies the Supplier in writing of the non-compliance with this warranty within 3 weeks after performance, the Supplier will re-perform the Services. No representation or warranty is given that the Services or the Deliverables will be uninterrupted or error free or that all errors, defects or deficiencies can be corrected or remedied. The Supplier will not be liable in contract or in tort (including negligence) or in any other way for any loss or damage sustained or incurred by the Customer or any third party (including, without limitation, any loss of use of any software or equipment, or loss of or spoiling of any data, or the results of processing any data) resulting from any defect, deficiency or error in any equipment or in any software or in any associated documentation, or for any failure or interruption of any telecommunications facilities or network systems. The Supplier limits its liability for any loss or damage to tangible property of the Customer to that which has been caused directly by the negligence of the Supplier or its employees acting in the course of their employment and the Supplier will not be liable for any loss or damage to any tangible property which exceeds in aggregate £500 sterling or the value of the property lost, or the cost of repairing the damage to the property (whichever is the less). The Supplier will not be liable to the Customer for loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of contracts, loss or spoiling of data or any indirect or consequential loss, whether arising from negligence, breach of contract or in any other way, and whether or not of a kind foreseeable by the Supplier. The Supplier will not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up-to-date security copies of the computer programs and data which it uses; the Customer’s failure to comply with any technical prerequisites specified from time to time by the licensor of any software or the manufacturer of any equipment; any error or incompleteness in the Customer's Data; any fault in any media; any delay or failure on the part of the Customer in providing any of the Customer's Data to the Supplier; any delay or failure on the part of the Customer to notify the Supplier of any error in any output or of any actual or suspected failure of, or error or defect in, any equipment, software, network or telecommunications system; any failure of the Customer to comply with the terms and conditions of the Master Agreement; or any delay or failure on the part of any hardware or software supplier or maintainer to correct any fault or defect or to provide any other service. All terms, conditions, representations and warranties, express or implied, not set out in the Master Agreement are, to the fullest extent permitted by law, excluded from applying to the Contract including (without limitation) any implied warranties, terms and conditions as to performance, fitness for purpose, merchantability and satisfactory quality. The limitations and exclusions on the Supplier’s liability in the Master Agreement do not apply in respect of death or personal injury caused by the negligence of the Supplier or its employees acting in the course of their employment, or in respect of any fraudulent misrepresentation. The Customer acknowledges that the exclusions and limitations on the Supplier’s liability in the Master Agreement have been drawn to the Customer’s attention and that the Supplier is willing to undertake greater liability than that mentioned above provided the Supplier is able to obtain insurance to cover fully its potential liabilities to the Customer and the Customer pays for that insurance.
All goods remain the property of future studios until payment has been received in full
WAIVER OF REMEDIES
No forbearance or delay by either the Supplier or the Customer in enforcing any of its rights will prejudice or restrict those rights. No waiver of any right will operate as a waiver of any subsequent breach. No right, power or remedy conferred on or reserved to either the Supplier or the Customer is exclusive of any other right, power or remedy available to it and each of those rights, powers and remedies is cumulative.
1. Templates created for use with our email newsletter system ( http://email.futurestudios.com) are for sole use with this system and may not be duplicated and used via any other method of delivery. This point is made clear on both the estimate and the invoice.
If you have any concerns please do not hesitate to contact us on 01824 780 775.