Terms and conditions.

Intellectual property
Subject to any pre-existing third-party rights, intellectual property rights in respect of all brand development, visual design and where appropriate, programming, will vest with the client upon payment of all outstanding invoices. Regarding internet-based services, Studiovine retain all intellectual property rights to develop products and source code including but not limited to HTML, CSS, asp.Net, JavaScript, content management systems and uncompelled flash files unless otherwise agreed, and for which a separate fee may be applicable.

Copyright and trademarks
Ownership of the copyright in respect of the medium or mediums commissioned on any completed and approved design concept is transferred to the client at the time of final payment in full. Studiovine retain the right to use reproductions of the designs on its website and promotional materials unless a NDA was signed before the commencement of the design commission.

If a choice of design is presented, only one solution is deemed to be given by Studiovine as fulfilling the contract. All other designs remain the property of Studiovine, unless agreed in writing that this arrangement has been changed.

The customer may request in writing from Studiovine, the necessary permission to use materials (for which Studiovine holds the copyright) in forms other than for which it was originally supplied, and Studiovine may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used.

Any text, images or other data supplied to Studiovine by the client or third parties for inclusion in any medium the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. By supplying images, text, or any other data to Studiovine, the customer grants Studiovine permission to use this material freely in the pursuit of the design.

Should Studiovine, or the customer supply an image, text, audio clip or any other literature for use in a website, multimedia presentation, print item, exhibition, advertisement, or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Studiovine to remove and/or replace.

The customer agrees to fully indemnify and hold Studiovine free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions.

Source files
Source files are available free of charge if requested within 30 days of completion of the project. Charges may be applicable to retrieve them after 30 days. Studiovine is not obliged to retain artwork beyond 30 days.

Conceptual design work
It is Studiovine’s policy to charge for conceptual design work undertaken for evaluation against other agencies. All design work is charged at our agreed hourly rates. Any material costs will be agreed with the client before any purchase is made.

Project acceptance
At the time of proposal, Studiovine will provide the customer with a written estimate. The terms and conditions can be read on the Studiovine website. Before work on any project commences the client must acknowledge the acceptance of the estimate in writing and in doing so agrees to be bound to Studiovine’s terms and conditions.

Alterations
The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The customer also agrees that Studiovine holds no responsibility for any amendments made by any third party, before or after a design is published.

Licensing
Any design, copywriting, drawing, idea, or code created for the customer by Studiovine, or any of its contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Studiovine and any of its relevant subcontractors.

All design work – where there is a risk that another party make a claim, should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Studiovine will not be held responsible for any and all damages resulting from such claims. Studiovine is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The customer agrees not to hold Studiovine responsible for any such loss or damage. Any claim against Studiovine shall be limited to the relevant fee(s) paid by the customer.

Quotes and prices
Quotes and estimates are valid as of the date on the brief and/or as of the date of submission.

The proposal is based on information provided by the Client, including but not limited to quantities, structure, scope, and functionality. Therefore, any quote may be subject to change if the client’s requirements change at any time. Photography, stock images, delivery, copywriting, and VAT will be extra, unless otherwise stated.

Our hourly rate of £85 will apply if the contract or price has not been fixed for the term of the contract, and Studiovine reserves the right to change the hourly rate at any time as business needs dictate.

Quotes/estimates are based on Studiovine’s current costs of production and are subject to change if those costs rise or fall after they are accepted.

Unless otherwise specified, Studiovine’s estimates of the completion date of its services (whether completion of the whole or part of those services) shall be estimates only, and time shall not be of the essence.

Invoicing & payment
The current rate of UK VAT applies to all invoices, unless an exemption certificate is provided. All payments must be made in UK pounds sterling. Payment must be made automatically via BACS or GoCardless and must meet the payment terms outlined in the Contract, unless otherwise agreed in writing in advance. We understand and will exercise our statutory right to interest under the Late Payment Of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.

In the event Studiovine incurs any costs as a consequence of the Client’s default or negligence, Studiovine may charge the Client for those costs in addition to the contract price. All preliminary work performed at the Client’s request, regardless of whether it is experimental or not, must be paid for by the Client. In the event that the Client cancels their contract, a 50% rejection fee applies to all work completed by Studiovine.

If a payment is overdue, Studiovine may suspend work, service, and/or delivery without notice and without prejudice to any other legal remedy until the payment is received. Any work begun and left incomplete may be suspended, and payment will become due immediately, regardless of what is stated herein, and any monies owed. In addition, if the project resumes, a revised timeframe will be submitted based on Studiovine’s availability.

Studiovine may require payment in advance, or a deposit of at least 50% of the quote/estimate total before initiating work on an order, which includes but is not limited to: new clients; clients with a poor payment history; large, lengthy, or complex orders. Deposits are to be paid in advance, but the balance is due when the work is completed, unless otherwise agreed in advance.

If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.

Payment terms
Fee invoices will be rendered as set out above. Studiovine reserves the right to withhold any deliverables under the scope of supply in the event that any payment is not made when it falls due. Project commencement invoices are payable immediately upon receipt. All other invoices are payable 14 days from the date of the invoice except where terms have separately been agreed in writing by Studiovine. Invoices submitted and not paid within 30 days of the invoice date will incur interest daily in accordance with late payment of commercial debts (interest) Act 1998. This interest charge may be waived at the discretion of Studiovine.

Validity
All proposals issued by representatives of Studiovine are valid for a period of 30 days from the date of issue. Studiovine reserves the right to cancel or revise any outstanding proposal after expiry of this period if official written acceptance by the client has not been received.

Acceptance
No proposal issued by Studiovine will be considered binding upon Studiovine until it officially accepted in writing by a director, partner or authorised representative of the client and so acknowledged by Studiovine. The conditions of supply, as set out by Studiovine, may not be modified, or varied unless specifically agreed in writing under the signature of a director of Studiovine. Studiovine does not recognise any terms and conditions of purchase of the client that are contrary to this agreement. Execution of, compliance with or implementation of orders does not imply Studiovines’ acceptance of the client’s conditions. Studiovine also reserves the right to cancel or to modify the terms of any proposal if it is unable to obtain satisfactory credit references for the client.

Variation
Studiovine reserves the right to submit variation invoicing if the scope of work changes from that set out in the proposal or scope of supply.

Performance of services
Studiovine will perform its services in a professional and workmanlike manner Studiovine will use reasonable efforts to complete the services in accordance with the schedule set forth in the scope of supply, subject to the fulfilment by the client of its responsibilities as set forth herein and in the scope of supply. The client acknowledges that Studiovine may use subcontractors in connection with its performance of services.

Delays
The client agrees to compensate Studiovine for any extended work caused by its delay, act, omission, or failure to meet its requirements, at Studiovine’s standard invoicing rates. Studiovine reserve the right to invoice for completed elements of a project, if the project extends past the timescale shown on a project plan and if those delays have been caused by circumstances outside the control of Studiovine. The same rights allow for up to 95 per cent of the project value to be invoiced upon or after the occurrence of this event and for which the client is then legally bound to pay said invoice notwithstanding that the project has not been fully completed and delivered.

Limitation of warranty and liability
A) except as provided in clause 14 of this agreement, Studiovine makes no warranties, express or implied, including without limitation any warranties as to merchantability or fitness for a particular purpose.

B) neither party will be liable for indirect, punitive, exemplary, special, or consequential damages (including loss of profits, loss of data, loss of business or other economic damage) of any kind even if advised of the possibility of such damages. Regardless of the form of any claim, Studiovine communications’ liability for any claim arising under the services, including costs and expenses, shall not exceed the total fee paid by the client for the services under the scope of supply.

C) Studiovine are not liable for any damage to or loss of goods or any part thereof in transit or upon delivery unless advised by the client within 4 working days of receipt and confirmed in writing or by email within the same period. If Studiovine accept liability for such loss or damage, its liability shall be limited to replacement or repair of such goods.

Client responsibilities
The client agrees to provide Studiovine with such assistance as Studiovine may reasonably request in connection with the services, including timely access to the client’s facilities and to the client’s applications (including source and object code) and to persons with sufficient technical and business knowledge regarding the services and the client’s business objectives relating to the services. The client will also provide Studiovine with accurate and complete information necessary to the completion of the services.
General
A) neither party may assign its rights and/or obligations under this agreement without the other party’s prior written consent.

B) these terms and conditions are in addition to any scope of supply, schedules attached to any scope of supply, daily rate documents, maintenance agreements, internet-based services terms and conditions or any other agreement originated by Studiovine.

C) neither party shall be liable to the other for any failure or delay caused by events beyond its reasonable control, including, without limitation, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labour disputes, accidents, shortages of labour, fuel, raw material, or equipment, acts of God, war, riot, civil commotion, explosion, fire, government action or epidemic.

D) terms and conditions may from time to time be amended by Studiovine giving its clients 30 days’ notice in writing or by email communication. If not accepted by the client giving written or e-mail notification which must be received at Studiovine registered office existing services and projects will continue until the next renewal date for services or the completion date for existing projects, and existing terms and conditions will remain in force for the remaining period of service or project.

E) Studiovine is an independent contractor with respect to this agreement and the client will have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of Studiovine and its associates’ employees.

F) title in goods and services shall remain with Studiovine until all sums owing by the client are settled. The client grants irrevocable right and licence to Studiovine’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours to remove goods where title remains vested in Studiovine pursuant to this clause. The client will also meet any expenses in the return or recovery of goods and the costs of any damages thereto.

G) the laws of England and Wales will govern this agreement.

Headings
The headings of the terms and conditions herein are for convenience or reference only and do not form part of this agreement nor effect its interpretation.

Services level agreements

Unlike fixed costs and essential services such as web hosting and advertising placement, Service Level Agreements (SLAs) typically provide hours that can be used for any purpose except paying for debts or doing work that has already been quoted. As part of our SLA, Studiovine will provide a total estimate of how long a job will take to the Client as soon as they get the brief from their account manager. In the event that the work takes more than 30 minutes, we will provide an estimate for their approval before any work is started.

Whenever the Client requests a job as part of the SLA, a minimum of 15 minutes will be deducted from the remaining SLA time. SLA hours are recorded and can be forwarded to the Client upon request.

Studiovine will attempt to notify Clients automatically via email when they are approaching the end of their SLA allocation, providing the opportunity to purchase another SLA. If hours are not used within 12 months of purchase, they will roll over to the following year, up to 24 months in total. Though Studiovine reserves the right to raise the hourly rate as business needs dictate, the hours in an SLA will be honoured for one year at the original rate at which they were purchased, after which, the roll-over hours will be applied to subsequent years at the new rate.

Abuse
We take abuse and online security very seriously, and welcome any reports of scams, fraud, phasing, or spam. If you believe a domain name or website associated with Studiovine or one of our customers is being used to commit a crime, please email [email protected]

Complaints
Please send complaints to [email protected] Your complaint will be acknowledged within 2 working days. If after reasonable effort by the personal dealing with your complaint you are still not satisfied, please ask them to escalate the matter to the managing director or call 0330 223 4096 and ask to speak to Lee Nathan.

Internet-based terms and conditions

These terms and conditions are additional to Studiovine standard terms and conditions and override standard terms and conditions if held to be contradictory.

Domain name registration
1. authorities / administrators
Icann – governing body for domain names ending .Com, .Org, .Net
Network solutions inc. – registry administrator of domains governed by Icann
Nominet – governing body for domain names ending .Co.Uk, .Org.Uk, .Ltd.Uk
And .Plc.Uk Nominet uk – registry administrator of domains governed by Nominet

2. Uk domain contractual obligations
By registering .Uk domains, you are entering into a contract with Nominet uk.

3. service provision
Domain name registration is submitted by Studiovine to the registry administrator or an authorised registry administrator reseller, who puts the domain name into effect. Domain names are typically registered for 12 or 24 months.

4. domain renewals
Renewal will be advised to you by email, and if notice of cancellation which must be in writing or e-mail and received at Studiovine registered office, is not received prior to the renewal date, the domain name will automatically be renewed to ensure the domain is not lost to another party.

5. fees
All invoices for registration and / or renewal are payable in full before the registration / renewal date. Prepaid fees are non-refundable. Our registration and / or renewal fees are automatically renewed, and should you wish to cancel your services we require 30 days written notice.

6. client responsibilities
It is the client’s duty and responsibility to ensure that the domain name and the purpose for which it is used do not infringe upon the legal rights of a third party, and that it is not used for any unlawful purpose. The client must keep Studiovine informed of the domain name holder’s name, mailing address, email address and telephone. The person authorised to confirm or cancel renewal.

7. information disclosure
The client authorises Studiovine to provide any information that might be required to fulfil domain name registration or renewal, to any of the parties mentioned above or their duly authorised agents.

8. domain name dispute policy
The industry standard uniform domain name dispute resolution policy applies.

Hosting
Website hosting constitutes the business of housing, serving, and maintaining files of one or more websites. The storing of adult content or content that is illegal under English law is not permitted.

Hosting is provided using web servers operated by companies who provide specialist services in this regard. The choice of provider is at the sole discretion of Studiovine, having regard to client needs and requirements.
For the purposes of any maintenance or repair hosting services may have to be suspended for short periods of time and you will be advised of any downtime requirements.

Both bandwidth and disk space usage requirements are determined at the initial contract supply and if agreed usage limits are exceeded Studiovine reserve the right to charge incrementally for excesses.

Hosting services are provided for a term of 12 months on a prepay basis and are non-refundable. Renewal upon expiry of the term is automatic unless a cancellation notice has been received in writing or by email at Studiovine’s registered office.

E-mail addresses
Email addresses are charged accordingly and are only registered with authorised service providers.

Email address(es) are provided for a term of 12 months on a prepay basis and are non-refundable. Renewal upon expiry of the term is automatic unless a cancellation notice has been received in writing or by email at Studiovine registered office.

Limitation of warranty and liability.
1. customer agrees that it shall defend, indemnify, save, and hold Studiovine harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable legal fees asserted against Studiovine, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify, and hold harmless Studiovine against liabilities arising out of.

• Any injury to person or property caused by any products sold or otherwise distributed in connection with server space provided.
• Any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party.
• Copyright infringement and any defective products sold to customer from the server space provided.

Studiovine are not liable for any failure of services provided by Nominet, Nominet UK, any authorised registry administrator resellers, hosting service providers and their web servers, or providers of email services. In the event of any corruption or hardware failure Studiovine will make best endeavours, through the service provider, to restore services but will not be responsible for any damages that the client’s business might suffer. As part of our security procedures Studiovine will backup data on a daily basis and will restore backed up data upon request. Studiovine make no warranties of any kind, express or implied for services we provide. Service level options are available to clients to limit the effect on their business in the event of service failures occurring.

Studiovine are not liable for any infringements and retain the right to suspend or cancel a domain name and hosting service and related email services if it is made aware of any infringement, by any party.

Studiovine reserves the right to suspend or cancel any domain registration, hosting service or email service for any client invoices that remain unpaid outside standard or specific terms and conditions payment terms.

Studiovine are not liable for any loss of business whilst maintenance or repair work is undertaken. Industry standard uniform domain name dispute resolution policy applies.

Intellectual property
All our internet-based services, Studiovine retain all intellectual property rights to developed products and source code including but not limited to HTML, CSS, asp.Net, JavaScript, content management systems and uncompelled flash files unless otherwise agreed, and for which a separate fee may be applicable.

Data formats
The client agrees to Studiovine’s definition of acceptable means of supplying data to the company. Text is to be supplied to Studiovine in electronic format as standard text (.Txt), Ms word (.Doc) or via email.

Images which are supplied in an electronic format are to be provided in a format as prescribed by Studiovine via electronic drive, or email / ftp. Images must be of a quality suitable for use without any subsequent image processing, and Studiovine will not be held responsible for any image quality which the client later deems to be unacceptable. Studiovine cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.

Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images.

Design project duration
Any indication given by Studiovine of a design project’s duration is to be considered by the customer to be an estimation. Studiovine cannot be held responsible for any project overruns, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Studiovine for the initial payment or by date confirmed in writing Studiovine.

Rights of access for website construction
The client agrees to allow Studiovine all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow Studiovine access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these terms and conditions. The customer agrees to supply Studiovine with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

Design project completion
Studiovine considers the design project complete upon receipt of the customer’s signed approval form. Other services such as printing, display panel production, film-work, website uploading, publishing etc either contracted on the client’s behalf constitute a separate project and can be treated as a separate charge.

Website design only
Studiovine require that a template is approved by the customer before coding of a site commences. Once the template(s) for the web site are approved by the customer, coding will commence; any changes to navigation items, colours, structure, or content that require changes to the template will incur an additional charge.

Once web design is complete, Studiovine will provide the customer with the opportunity to review the resulting work. Studiovine will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to the placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Studiovine by email.

Studiovine will consider that the client has accepted the original draft, if no notification of changes is received in writing from the customer, within 14 days of the start of the review period.

Data protection act
Studiovine use all collected data in accordance with the data protection act 1998. The information we hold about clients and their clients always remains confidential and is available for inspection with written notice.