1. INTERPRETATION

The following terms and conditions refer to Studio Altitude Limited (“The Agency”) and its relationship with its clients and potential clients.

1.1 Definitions

Business Day – a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges – the charges payable by the Customer for the supply of the Services in accordance with clause 8 (Charges and payment).

Commencement Date – has the meaning set out in clause 2.2.

Conditions – these terms and conditions as amended from time to time in accordance with clause.

Contract – the contract between Studio Altitude and the Customer for the supply of Services in accordance with these Conditions and the quotation.

Control – shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer – the person or firm who purchases Services from Studio Altitude.

Customer Default – as the meaning set out in clause 6.

Deliverables – the deliverables set out in the Order produced by Studio Altitude for the Customer.

Intellectual Property Rights – Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, 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.

Order – the Customer’s order for Services as set out in the proposal.

Services – the services, including the Deliverables, supplied by Studio Altitude to the Customer as set out in the Specification.

Specification – the description or specification of the Services provided in the quotation by Studio Altitude to the Customer.

Supplier – Studio Altitude

Support Services – Graphic Design, Digital Advertising, SEO, Reporting, Content Creation, Social Media Management, Website Development, Website Design, IT Management, Print

Third-Party Software – the software programs proprietary to third parties which are provided to the Customer under this agreement, which may include Email and business data management (i.e. Microsoft Office 365 / Google Suite). Content Management Systems or Customer Relationship Management Systems i.e. Adobe Business Catalyst. Email Client Systems (i.e. Mailchimp), Reporting software (i.e. Google Analytics). Digital Advertising software (i.e. Google Ad).

1.2 Interpretation

1.2.1 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.

1.2.2 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.

1.2.3 A reference to writing or written includes faxes and emails.

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2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions and the terms set out in the quotation.

2.1.2 The Order shall only be deemed to be accepted when Studio Altitude issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).

2.1.3 Any samples, drawings, descriptive matter or advertising issued by Studio Altitude’s, and any descriptions or illustrations contained in Studio Altitude’s catalogues or brochures, 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 the Contract or have any contractual force.

2.1.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.1.5 Any quotation given by Studio Altitude shall not constitute an offer, and is only valid for a period of 14 Business Days from its date of issue.

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3. SUPPLY OF SERVICES

3.1.1 Studio Altitude shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.1.2 Studio Altitude shall use all reasonable endeavours to meet any performance dates specified in the quotation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

3.1.3 Studio Altitude reserves the right to amend the specification 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 Altitude shall notify the Customer in any such event.

3.1.4 Studio Altitude warrants to the Customer that the Services will be provided using reasonable care and skill.

3.1.5 Where the Customer is changing supplier to Studio Altitude (Outgoing Supplier), Studio Altitude will use its best endeavours to fulfil the Customer’s Order in line with the required timelines, subject to the cooperation of the outgoing supplier. Studio Altitude shall not be held liable for any delays caused or costs incurred by the outgoing supplier for failure to supply any relevant materials, code, access codes, login details, imagery, content, artwork, content, or failure to initiate protocols such as domain transfers.

3.1.6 The Agency will do its very best to proofread and acknowledge all amends required for all work created before finalising.

3.1.7 The Client is responsible and liable for final sign-off of all work.

3.1.8 Whilst the Agency is happy to obtain and provide quotes for print, the Agency is not liable or responsible for the end result of the print.

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4. HOSTING SERVICES

4.1.1 Where Studio Altitude has agreed in the proposal to provide Hosting Services to host the website or Third Party Software, the following provisions will apply:

4.1.2 any times or dates given for the availability of the website of Third Party Software are given in good faith but without guarantee. The time for availability will not be of the essence and Studio Altitude will not be liable for any delay or unavailability beyond its reasonable control;

4.2 where Studio Altitude provides any service levels in relation to the availability of the website or Third Party Software such service levels will not apply where the incident is due to:

4.2.1 any cause beyond Studio Altitude’s reasonable control;

4.2.2 any fault or failure of the Customer’s network or own equipment configuration;

4.2.3 an incident caused within the Customer’s own infrastructures, systems or software or configuration of said infrastructures, systems of software;

4.2.4 any hardware failure requiring replacement where Studio Altitude does not own/or is not directly responsible for the hardware replacement;

4.2.5 any incidents caused by any third-party, where the third- party is not appointed or under the direct control of Studio Altitude;

4.2.6 Any incidents caused by the Customer with direct access to their files on Studio Altitude’s hosting server; or

4.2.7 any scheduled or notified downtime,

4.2.8 Studio Altitude shall not be liable for any changes made by a Customer with direct access to files or content management systems on the website hosted on Studio Altitude ‘s hosting server or a third party server resulting in errors, failures or downtime;

4.2.9 the Customer will ensure that it complies with any restrictions on the number of authorised users of the website or Third Party Software; and

4.2.10 the Customer will ensure that each authorised user keeps a secure and confidential password for his use of the website or Third Party Software.

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5. SUPPORT SERVICES

5.1.1 Where Studio Altitude has agreed in the proposal to provide Support Services, in consideration of the Customer paying the Support Charges, Studio Altitude will provide the Customer such Support Services in accordance with the Order.

5.1.2 The Customer will cooperate with Studio Altitude in any manner reasonably required by Studio Altitude in order to carry out the Support Services, including provision of information and data, making available suitably qualified employees and contractors of the Customer.

5.1.3 The Customer will provide Studio Altitude with access to the Customer’s systems for the purpose of carrying out diagnostics and correction of defects.

5.1.4 Unless otherwise agreed in the Order, the Support Services will be provided during normal business hours in accordance with the Support Services Procedure in effect at the time that the Services are provided.

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6. CUSTOMER’S OBLIGATIONS

6.1 The Customer shall:

6.1.2 ensure that the terms of the Order and any information it provided in the Specification are complete and accurate;

6.1.3 cooperate with Studio Altitude in all matters relating to the Services;

6.1.4 provide Studio Altitude, its employees, agents, consultants and subcontractors with access to the Customer’s existing website(s), premises, office accommodation and other facilities as reasonably required by Studio Altitude to fulfil their obligations under the contract;

6.1.5 provide Studio Altitude with such information and materials as it may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

6.1.6 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

6.1.7 comply with all applicable laws, including health and safety laws; and

6.1.8 keep all materials, equipment, documents and other property of Studio Altitude (Studio Altitude Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to Studio Altitude, and not dispose of or use Studio Altitude Materials other than in accordance with Studio Altitude’s written instructions or authorisation.

6.1.9 Maintain adequate security, as may be recommended from time to time by Studio Altitude, on the website for the prevention of cyber security breaches or threats, or loss of data for which Studio Altitude shall not be held responsible.

6.1.10 procure that any Outgoing Supplier cooperates with Studio Altitude in the supply of any materials required in order for Studio Altitude to fulfil its obligations under the Contract.

6.1.11 If Studio Altitude performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

6.1.12 without limiting or affecting any other right or remedy available to it, Studio Altitude shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Studio Altitude’s performance of any of its obligations;

6.1.13 Studio Altitude shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Studio Altitude’s failure or delay to perform any of its obligations as set out in this clause 6.1.5; and

6.1.14 the Customer shall reimburse Studio Altitude on written demand for any costs or losses sustained or incurred by Studio Altitude arising directly or indirectly from the Customer Default.

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7. INDEMNITY

7.1.1 You shall indemnify us and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.

7.1.2 Studio Altitude will notify you promptly of any claim for which Studio Altitude seeks specific indemnification at the currently supplied address. Studio Altitude will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to Studio Altitude’s interests, as reasonably determined by the Agency and/or its legal representatives.

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8. CHARGES AND PAYMENT

8.1.1 the Charges shall be as set out in the proposal;

8.1.2 Studio Altitude’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 09.00 am to 5.00 pm worked on Business Days;

8.1.4 Following the Customer’s approval of any design work, the Customer shall be entitled to make the set number of revisions as per the proposal, following which all subsequent revisions shall be chargeable in accordance with clause 8.1.3;

8.1.5 Studio Altitude shall be entitled to charge additional fees for any work required that falls outside of the agreed hours/day; and

8.1.6 Studio Altitude shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Studio Altitude engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Studio Altitude for the performance of the Services, and for the cost of any materials.

8.1.7 Quotes/proposals are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/proposal may therefore be subject to change should the client’s requirements change at any time.

8.1.8 Unless otherwise stated, photography, videography, stock images, graphic design, print, travel (outside of a 15 mile radius from Studio Altitude head office), VAT, advertising costs, etc will be charged as an addition.

8.1.9 Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.

8.1.10 Should a client’s requirements change, e.g. Studio Altitude needs more hours for a project or monthly retainer, Studio Altitude has every right to review this with the client and charge accordingly.

8.1.11 Payment for monthly retained clients is required on the first day of the agreed start date; therefore Studio Altitude will receive payment one month ahead of the first month’s output and monthly thereafter.

8.1.12 After month one, payment must be made by our preferred payment method, GoCardless, no more than 30 days after the date of invoice unless otherwise agreed in writing in advance.

8.1.13 Project work; Studio Altitude requires payment in advance or a deposit of at least 50%. Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance.

8.1.14 All work remains copyrighted to Studio Altitude until settlement of the relevant fee account.

8.1.15 All invoices are subject to UK VAT at the current rate, unless a valid exemption certificate is provided.

8.1.16 All payments must be in UK Pounds Sterling.

8.1.17 All payments for monthly retained work must be paid via our preferred method of direct debit using GoCardless.

8.1.18 When payment is overdue, Studio Altitude, may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment, therefore, becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

8.1.19 Where Studio Altitude pays for goods on behalf of the client, Studio Altitude can expect reimbursement within 24 hours unless otherwise agreed.

8.1.20 If the Customer fails to make a payment due to Studio Altitude under the Contract by the due date, then, without limiting Studio Altitude remedies under Clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.5 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

8.1.21 All amounts due under the Contract shall be paid in full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

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9. ACCEPTANCE

9.1 Subsequently any approvals for completed design work should always be signed off by signature of the client; following signed proof sheet, Studio Altitude do not hold responsibility for any mistakes once this has been signed and gone to print.

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10. INFORMATION PROVIDED BY YOU

10.1.1 You warrant that the name, address and payment information provided when you place your order with Studio Altitude will be correct and you agree to notify the Agency of any changes in the name, address and/or payment details.

10.1.2 You warrant that you possess the legal right and ability to enter into this Agreement and to use Studio Altitude’s services in accordance with this Agreement.

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11. INTELLECTUAL PROPERTY RIGHTS

11.1.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer or Third Party) shall be owned by Studio Altitude.

11.1.2 With the exception of any Third Party Software, Studio Altitude grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.

11.1.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 9.2.

11.1.4 The Customer grants Studio Altitude a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Studio Altitude for the term of the Contract for the purpose of providing the Services to the Customer.

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12. LIMITATION OF LIABILITY

12.1.1 Nothing in the Contract shall limit or exclude Studio Altitude’s liability for:

i death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

1. fraud or fraudulent misrepresentation; or

iii. 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.

12.1.2 Subject to clause 10.1, Studio Altitude shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

1. loss of profits;
2. loss of sales or business;

iii. loss of agreements or contracts;

1. loss of anticipated savings;
2. loss of use or corruption of software, data or information;
3. loss or damage to goodwill; and

vii. any indirect or consequential loss.

12.1.3 Subject to clause 11.1, Studio Altitude’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty,

or otherwise, arising under or in connection with the Contract shall be limited to the total charge as detailed in the signed quotation form.

12.1.4 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 the Contract.

12.1.5 This clause 17 shall survive termination of the Contract.

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13. TERMINATION

13.1.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written notice.

13.1.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

The other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;

13.1.3. 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 ceases 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;

13.1.4 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

13.1.5 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.

13.1.6 Without affecting any other right or remedy available to it, Studio Altitude may terminate the Contract with immediate effect by giving written notice to the Customer if:

13.1.7 the Customer fails to pay any amount due under the Contract on the due date for payment; or

1. There is a change of Control of the Customer.

13.1.8 Without affecting any other right or remedy available to it, Studio Altitude may suspend the supply of Services under the Contract or any other contract between the Customer and Studio Altitude if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4 or Studio Altitude reasonably believes that the Customer is about to become subject to any of them.

13.1.9 Early termination of the Contract may result in fees being payable by the Customer.

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14. CONSEQUENCES OF TERMINATION

On termination of the Contract:

14.1.1 the Customer shall immediately pay to Studio Altitude all of its outstanding unpaid invoices and interest and, in respect of Services, including any subscription payments due in respect of Third Party Software, supplied but for which no invoice has been submitted, Studio Altitude shall submit an invoice for the full subscription amount agreed in the Order, which shall be payable by the Customer immediately on receipt;

14.1.2 the Customer shall return all of Studio Altitude Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Studio Altitude may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

14.1.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.1.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

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15. GENERAL

15.1.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

15.1.2 Assignment and other dealings.

15.1.3 Studio Altitude may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

15.1.4 The Customer 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 the Contract without the prior written consent of Studio Altitude.

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CONFIDENTIALLY

15.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.

1. Each party may disclose the other party’s confidential information:
2. to its employees, officers, representatives, 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, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and
3. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

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16. ENTIRE AGREEMENT

16.1.1 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.

16.1.2. 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.

16.1.3. Nothing in this clause shall limit or exclude any liability for fraud.

16.1.4 Variation – Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.1.5 Waiver – 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 breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract 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 the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.1.6 Severance – If any provision or part-provision of the Contract 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 the Contract.

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17. NOTICES

17.1.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered 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); or sent by fax to its main fax number or sent by email to the address specified in the quotation

17.1.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at 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; or, if sent by fax or email, at 09:00 am on the next Business Day after transmission.

17.1.3 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.

17.2 Third party rights

17.2.1 Unless it expressly states otherwise, 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.

17.2.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.2.3 Governing law – 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.

17.2.4 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 the Contract or its subject matter or formation.

Studio Altitude reserves the right to revise, alter, modify or amend these terms and conditions, and any of our other policies and agreements at any time and in any manner without prior notification. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

This Agreement takes effect on the date on which is set out in our agreement. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.