Terms & Conditions

  1. Application
    1. These Terms and Conditions shall apply to all Studio Montage Ltd Services (thereafter referred to as Studio Montage.)
    2. In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Studio Montage in writing.
  2. Definitions
    1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
    2. "Business Day"
      a day (excluding Saturdays, Sundays and bank holidays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in euros);
      "The Client"
      means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier
      "The Commencement Date"
      the commencement date for this agreement as set out in the schedule
      "Services"
      means the services to be provided by Studio Montage to the Client, which is set out in the Quotation Letter, including entertainment, online information, transaction services, communication, consultation, design, photography, marketing and public relations.
      "Content"
      means the information, software, video, sound, music, graphics, illustrations, photos and any other such media used in the service including the clients material.
      "Supplier / Studio Montage"
      Studio Montage, We and Us
      "Contract"
      The agreement between the Client and supplier (Studio Montage) for the provision of services undertaken.
    3. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re-enacted or extended at the relevant time.
    4. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  3. The Service
    1. With effect from the Commencement Date Studio Montage shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the services expressly identified in the Quotation Letter or otherwise agreed under this agreement.
    2. Studio Montage will use reasonable care and skill to perform the services identified in the Quotation Letter or otherwise agreed under this agreement.
    3. We may subcontract all or part of the work to be undertaken and you the client will accept this.
    4. Proofs of work may be submitted to the Client for the Clients approval in any print and web project. Once approval has been made by the Client, Studio Montage will not be liable for any errors that are not corrected by the Client. The Clients alterations and additional proofs if necessary, will incur an extra charge.
    5. When responsibility of approval for any proof is assigned to Studio Montage by The Client, Studio Montage will not be liable for any errors or omissions made.
    6. The Client will indemnify Studio Montage or any costs, liability incurred by Studio Montage when acting for the Client in handling and ordering selecting materials for the Client whether or not the errors are due to Studio Montage or our subcontractors.
    7. The Client will indemnify Studio Montage or any costs, liability incurred by Studio Montage when acting for the Client in handling and ordering selecting materials for the Client whether or not the errors are due to Studio Montage or our subcontractors.
    8. Access to the Clients data, materials, facilities and any other systems shall be given in terms of completing the services undertaken.
    9. The Client takes full responsibility and liability for data given to Studio Montage for undertakening services for the Client. Such data used in emails, eshots, and direct mail projects are given to Studio Montage under the strict confidence that all data has been bought and has not been obtained or miss-used. Studio Montage will not be liable or accountable for any cases brought in regards to spamming.
    10. Unless otherwise stated Studio Montage website projects will only be compatible with the latest version and 1 previous version of Google Chrome and Mozilla FireFox web browsers on a PC and Apple Mac.
      Client requirements of additional browser or platform support MUST be stated before the project has commenced. In the occasion that these requirements are communicated to Studio Montage after project work has commenced, Studio Montage will treat this task as a separate additional project and will supply a new quote to the client.
    11. Once the web design phase has been completed and the client has given their approval for web development phase to commence, the client is provided with two chances to provide copy for the entire website. Any textual changes must be provided to Studio Montage on the second round of text updates. Studio Montage urges the client to compile a document outlining text changes by means of showing the redundant text with a strikethrough and new text shown in a different colour to the original text.
      If the client still requires further textual changes after the second round, Studio Montage may charge the client on a hourly rate basis or supply a new quote to complete the task.
    12. Once web designs have been signed off by the client and the project has entered into the development phase, no design or structural changes can be made by the client. If the client requires these types of changes, Studio Montage will supply the client with a new project quote and amended time frames for the completion of the project.
    13. Any requested changes will be carried out between 24 - 48 hours of receipt, unless otherwise stated.
  4. Price
    1. The Client agrees to pay the Fees in accordance with the terms of payment.
    2. In addition Studio Montage shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
    3. The Client will pay Studio Montage for any additional services provided by Studio Montage that are not specified in the Quotation Letter in accordance with Studio Montage's then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the Expenses.
    4. All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.
    5. Unless otherwise stated all project rates are £75 per hour.
    6. Delivery charges will apply. These costs will be supplied within the quote.
    7. All work carried out by Studio Montage whether experimental or speculatively may be charged. Pitch work will be assessed on a client basis and may incur a pitching fee. This fee (if applicable) will be provided and agreed before commencing any pitch work/creative’s.
  5. Payment
    1. All payments required to be made pursuant to this Agreement by either party shall be made within 14 days of the date of the relevant invoice in Pound Sterling in cleared funds to such bank in HSBC, Uxbridge as the other party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
    2. The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then Studio Montage shall, without prejudice to any right which Studio Montage may have pursuant to any statutory provision in force from time to time, have the right to charge the Client interest on a monthly basis at an annual rate equal to the aggregate of 8% per cent and the base rate of 3% from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a monthly basis and shall run from day to day and accrue after as well as before any judgement.
    3. Studio Montage reserves the right to change our charging rates annually.
    4. Studio Montage reserves the right to suspend any service or online service on payment being withheld or failure to pay on the given date.
    5. Studio Montage reserves the right to cancel any Service/project(s) at any time without reason. The Client will be invoice for the relevant time spent on the Service/project(s).
    6. The Client may by prior to written notice cancel any Service/project(s) which it has asked Studio Montage to undertake. In these circumstances Studio Montage reserves the right to charge a cancellation fee of 40% of the total about of the Service/project(s).
    7. Studio Montage reserves the right to charge interim payments after a period of 6 weeks from the date of approval of the Service/project(s) based on the time spent to date; and also thereafter at 4 week intervals.
    8. All new clients to Studio Montage will be asked for 50% payment of the total first project amount in order for work to commence.
  6. Variation and amendments
    1. If the Client wishes to vary any details of the Quotation Letter it must notify Studio Montage in writing as soon as possible. Studio Montage shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
    2. If, due to circumstances beyond Studio Montage's control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. Studio Montage shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
  7. Termination
    1. Studio Montage may terminate the agreement forthwith if:
      1. the Client is in breach of any of its obligations hereunder; or
      2. the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
      3. the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
      4. the Client ceases or threatens to cease to carry on business; or
      5. any circumstances whatsoever beyond the reasonable control of Studio Montage (including but not limited to the termination, through no fault of Studio Montage, the termination of the service) that necessitate the termination for whatever reason of the provision of services.
    2. In the event of termination under clause 7.1 Studio Montage shall retain any sums already paid to by the Client without prejudice to any other rights may have whether at law or otherwise.
    3. All monthly retainer services require one months written notice prior to cancellation.
  8. Liability
    1. Except in respect of death or personal injury caused by Studio Montage's negligence, Studio Montage will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Studio Montage's servants or agents or otherwise) in connection with the performance of this contract or with the use by the Client of the Services supplied.
    2. The Client shall indemnify Studio Montage against all damages, costs, claims and expenses suffered by Studio Montage arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agent or employees.
    3. Studio Montage shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Studio Montage's obligations if the delay or failure was due to any cause beyond Studio Montage's reasonable control.
    4. [Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.]
    5. Any discrepancies a client may have regarding the work carried out by Studio Montage are to be submitted in writing to Studio Montage no later than 7 days after work is completed.
  9. Force Majeure
    1. Neither Studio Montage nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:-
    2. act of God, explosion, flood, tempest, fire or accident;
    3. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    4. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
    5. import or export regulations or embargoes;
    6. strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either Studio Montage or the Client or of a third party);
    7. difficulties in obtaining raw materials, labour, fuel, part or machinery;
    8. power failure or breakdown in machinery.
  10. Waiver
    1. No waiver by Studio Montage of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which the waiver is given.
    2. No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.
  11. Severance
    If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
  12. Copyright
    Studio Montage reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of Studio Montage's services or facilities. Studio Montage reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
  13. Intellectual Property Rights
    All web coding, graphics, illustrations, techniques, procedures, processes developed by Studio Montage shall remain the full ownership of Studio Montage. No transfer of ownership may be granted or implied.
    1. All codes, techniques, processes and procedures should be returned to Studio Montage on termination of contract.
    2. Treatment of code, techniques, processes and procedures produce by Studio Montage should be used as commercially confidential material by the Client.
    3. All correspondence and communication between the supplier and the client is strictly confidential and must not be disclosed or in any way communicated to a third party without the expressed consent of the supplier.
    4. Studio Montage reserves the right to charge a release fee on any codes, artwork files, design files, techniques, processes, procedures produced.
  14. Notices and Service
    1. Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:- sending by pre-paid registered post; or sending by email, facsimile transmission or comparable means of communication.
    2. Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 14th day after the envelope containing was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
    3. Any notice or information sent by telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of is sent to the other party 24 hours after transmission.
    4. Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing to be delivered to the other party at its registered or principal office, or to such other address as may be notified to by the other party in wring from time to time.
  15. Applicable Law and Jurisdiction
    These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.