These terms and conditions shall apply to all work (the “Services”) (both now and in the future) undertaken by STUDIO HANSA LIMITED to perform the Project (as further set out in the attached Project Document) and set out the terms upon which STUDIO HANSA has submitted the project document to which these terms and conditions are additional (“Project Document”) to the exclusion of all other terms and conditions.
No other terms and conditions (including any terms and conditions which the Client purports to apply under any purchase order, confirmation of order, specification or any other document) shall apply and no variation or amendment to these terms and conditions shall be valid and binding unless agreed in writing by a director of STUDIO HANSA .
In the event that any one or more of these terms and conditions proves to be unenforceable, the remaining terms and conditions shall nevertheless continue to have full force and effect.
Any order for the provision of Services by the Client shall be deemed to be an offer by the Client to purchase the Services subject to these terms and conditions.
No order placed by the Client shall be deemed to be accepted by STUDIO HANSA until a written acknowledgement is issued by STUDIO HANSA .
The Client must ensure that the terms of its order and any applicable specification are complete and accurate.
Any quotation by STUDIO HANSA is given on the basis that no contract will come into existence until STUDIO HANSA dispatches a signed acknowledgement to the Client.
Unless specifically agreed by STUDIO HANSA in writing on each and every occasion, any indications as to the time of completion of the Project or any part of the Services are estimates given for guidance purposes only.
STUDIO HANSA shall be entitled to use reputable sub-contractors in relation to the provision of the Services as it sees fit.
Copyright and Intellectual Property
Subject to the remaining provisions of this Clause, copyright and all intellectual property rights and similar rights in all materials, including but not limited to, reports, documents, artwork, layouts, copy, storyboards, scripts, creative briefs, designs, music, filmed material, and other similar material (the “Content”) which are selected by the Client for publication produced solely by STUDIO HANSA specifically for the purposes of the Project shall be assigned to the Client upon completion of the Project subject to the Client having complied with all its obligations and having paid all fees and sums due to STUDIO HANSA in full.
The copyright and intellectual property rights, know-how, methodologies, systems, processes and databases used, owned or created by STUDIO HANSA for the purposes of creating the materials comprised in the Project and/or which is also intended for the Client’s use shall remain the property of STUDIO HANSA . Any license granted by STUDIO HANSA in respect of any such use by the Client shall be subject to the parties agreeing commercial terms and fees relating to the same.
Where the creation of any materials for the Client involves making use of work or materials (including Content) which is created by STUDIO HANSA or any third party and which is already in existence prior to the commencement of the Services or which is intended for re-use by STUDIO HANSA in other applications (as notified to the Client) (“Existing Work”), STUDIO HANSA shall supply to the Client a written license to use the Existing Work at the Client’s cost.
In respect of any Content to be produced by a third party, STUDIO HANSA will ensure that the Client will be provided with a license permitting such Content to be used for the purposes for which the Client has agreed with STUDIO HANSA in advance. If the Client notifies STUDIO HANSA in writing that it requires copyright and any other intellectual property rights in such Content to vest in the Client, STUDIO HANSA will endeavor to comply with such requests at the cost of the Client.
In respect of any materials or any identifiable idea or concept which are presented to the Client and which are not selected for use by the Client, these shall remain the property of STUDIO HANSA and shall remain strictly confidential and shall not be used in any way, including communication to any third party, without STUDIO HANSA ‘s express prior written consent.
Unless otherwise agreed in advance, the Fees shall be invoiced on the following basis: 30% upon commencement of the Project, 30% at staged points through the Project (as determined by STUDIO HANSA ) and the final 40% upon completion of the Project, unless the Project Document provides for other payment terms. Where the Fees are calculated on the basis of hourly rates, the Fees shall be invoiced on a monthly basis, in arrears, at the level agreed in the Project Document.
For each potential new project agreed between the parties at any time a proposed Project Document will be submitted to the Client by STUDIO HANSA, for approval in writing.
Third party costs incurred by STUDIO HANSA shall be payable in addition to the Fees and will be invoiced separately at cost plus 15%(unless the Project Document provides for other payment terms) Expenses incurred by STUDIO HANSA shall be payable in addition to the Fees (including travel and subsistence expenses) and will be invoiced at cost monthly in arrears.
Although payment upon delivery is preferred, in all other circumstances all invoices are payable within 30 days from the date of invoice.
If payment is not received within the payment timescales, STUDIO HANSA may charge interest at the rate of 8% per annum above HSBC plc base rate from time to time on any unpaid balance until payment in full is made. In the event of overdue payment, STUDIO HANSA may suspend the Services until payment has been received and any timetable agreed for the performance of the Project shall be extended by an equivalent period.
VAT (or any other sales taxes) will be included in STUDIO HANSA ‘s invoices as a separate and additional item where appropriate.
STUDIO HANSA reserves the right to require advance payment from the Client in the event of any substantial commitments being entered into by it on the Client’s behalf. In such circumstances, the Client shall pay STUDIO HANSA ‘s relevant invoice within the agreed timescale. All payments due to STUDIO HANSA shall be made in Sterling.
Variation of Fees
If either party wishes to change the Project or any other matter set out in the Project Document, it shall submit to the other party in writing details of the requested change.
In the event that the Client requests such a change, STUDIO HANSA shall have a reasonable time to consider such a request and its likely impact. STUDIO HANSA shall respond in writing to the Client setting out the effect of the change on the Project and the Fees, and how the change could be carried out (“the Proposal”). The Client shall have a reasonable period to consider the Proposal. If accepted, the Proposal shall be deemed to have amended the Project Document. If rejected, the Project Document shall continue as before.
During the continuation of the procedure outlined in this Clause, any obligations of STUDIO HANSA in respect of the Project which may be affected by the proposed change shall be suspended until completion of this procedure. The timescale for completion of the Project shall be extended by a corresponding period.
To the extent that at the Client’s request, a change to the Project Document has resulted in STUDIO HANSA rejecting, canceling or stopping any and all plans, schedules or work in progress with third parties, STUDIO HANSA will take all reasonable steps to comply with any such request provided that STUDIO HANSA is able to do so within its contractual obligations to suppliers. In the event of any cancellation or amendment, the Client will reimburse STUDIO HANSA for any charges or expenses incurred by STUDIO HANSA to which STUDIO HANSA is committed and shall also pay STUDIO HANSA ‘s fees and costs covering these items (on a time and materials basis at STUDIO HANSA ‘s standard daily staff rates).
In the event that the Client terminates cancels or stops any Project, STUDIO HANSA (at its sole option) shall be entitled to charge the Client a cancellation fee based upon costs incurred and/or committed to by STUDIO HANSA .
The Fees and the scope of the Services are based on information provided by the Client to STUDIO HANSA at the time the Fees were fixed. In the event that any incorrect or incomplete information is given, STUDIO HANSA may increase or decrease the Fees (by written notice to the Client setting out the reasons for such increase or decrease) in order to make such reasonable adjustment to the Fees as is necessary to take account of any such incorrect or incomplete information.
The Client shall be responsible for additional Fees (calculated on the basis of STUDIO HANSA ‘s standard hourly rates) in the event of any additional work arising following a change in the Client’s instructions or requirements subsequent to any work carried out by STUDIO HANSA in accordance with an approval previously given by the Client.
STUDIO HANSA shall not be responsible for any late or non-delivery of any materials in connection with the Project to the Client (the “Deliverables”) due to any failure of the Client, or the Client’s agents and/or sub-contractors to fulfill their obligations.
The Client shall be responsible for the accuracy, completeness and propriety of information concerning its organisation, products, competitor products and services and all matters arising out of the use of materials that it or any third party on its behalf furnishes to STUDIO HANSA in connection with the performance of the Services and the Client shall indemnify STUDIO HANSA and its sub-contractors in respect of any loss, liability or expense (including reasonable legal expenses) which arises in respect of the same or which STUDIO HANSA may sustain resulting from any claim or proceedings made or brought against it arising out of the nature or use of any the Client’s products/services by or on behalf of the Client or any breach by the Client or any party acting on its behalf of the terms of any license obtained for the Client by STUDIO HANSA .
Subject to paragraphs 1 and 2 of this Clause, STUDIO HANSA agrees in connection with all work and materials submitted by STUDIO HANSA to the Client to indemnify the Client in respect of any loss, liability or expense suffered by the Client resulting from any successful action, suit or proceeding based upon or arising out of: libel, slander, defamation or obscenity laws; or any infringement of copyright; or STUDIO HANSA ‘s negligence or the negligence of any sub-contractor.
STUDIO HANSA shall not be liable for any delay or omission of launch, publication, production or transmission or any error in any materials created by it, nor delay in posting or delivery, in the absence of default or neglect on its part.
STUDIO HANSA shall not be liable for any failure in respect of any obligations which result directly or indirectly from failure or interruption in any software, if applicable, or services provided by third parties or technical malfunctions outside STUDIO HANSA ‘s direct control.
Neither party shall be liable to the other in respect of indirect, economic or consequential loss.
No matter how many claims are made and whatever the subject of such claims, STUDIO HANSA ‘s maximum aggregate liability to the Client under or in connection with the provision of the Services in respect of any direct loss shall not exceed £50,000 or a sum equal to twice the amount of the Fees, whichever is the lower.
Both STUDIO HANSA and the Client shall use their best endeavors to ensure that proprietary information or confidential information relating to the business customers or trade secrets of the other party (“Confidential Information”) is not disclosed to any other person, firm or corporation.
The obligations in this Clause shall not apply to Confidential Information already known to either party prior to disclosure of Confidential Information to it, to information that is in the public domain or to any information that is required to be disclosed by law. Either party may disclose Confidential Information, which has been approved in advance by the other party for disclosure.
This Agreement shall be governed by and construed in accordance with English law. Any claim, dispute or difference, which may arise out of or in connection with this Agreement, shall be subject to the exclusive jurisdiction of the English Courts, except in respect of the enforcement of any judgment, where this jurisdiction shall be non-exclusive.
STUDIO HANSA reserves the right to undertake any form of UK or Worldwide press & publicity activity in all media in connection with the Services. This consent shall not be unreasonably withheld unless clear confidentiality clauses are outlined at the commencement of a project.
STUDIO HANSA will deliver as agreed the deliverables for the Services, but retains the systems, know-how, rushes, processes and projects that were deployed in order to create these said deliverables.
STUDIO HANSA retains the right to change or amend without any reason or notice given these Standard Terms and Conditions at it’s sole discretion.