Terms & Conditions
These terms and conditions (Conditions) apply in respect of all work undertaken by Studio Question Marque Ltd.
Version 1.0 13/09/2023.
1. Interpretation
1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:
1.1.1. Contract: the agreement made between Studio Question Marque Ltd and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Quotation who purchases Services;
1.1.3. Client Material: all Documents, information, and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports, and specifications;
1.1.4. Studio Question Marque Ltd: Studio Question Marque Ltd, a company incorporated in England and Wales with company number 13447758 and whose trading office is at TMRW Hub @ Davis House, Robert Street, Croydon CR0 1QQ;
1.1.5. Deliverables: all Documents, products, digital content, and/or materials in any form, including computer programs, data, reports, and specifications (developed by Studio Question Marque Ltd or its agents or subcontractors) and delivered in relation to the Services;
1.1.6. Digital Marketing Services: The Services as further described at condition 9 below;
1.1.7. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture, or other image, proof, disk, or other device or record embodying information in any form;
1.1.8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.1.9. Pre-existing Materials: all Documents, information, and materials provided by Studio Question Marque Ltd relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, and specifications;
1.1.10. Quotation: The cost for services provided by Studio Question Marque Ltd to the Client;
1.1.11. Services: the services provided by Studio Question Marque Ltd under the Contract as set out in the Quotation, together with any other services which Studio Question Marque Ltd provides, or agrees to provide, to the Client;
2. Formation of the Contract
2.1. The acceptance of a Quotation for Services by Studio Question Marque Ltd constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs the Quotation or otherwise communicates to Studio Question Marque Ltd that it has accepted the Quotation. The Contract is deemed to commence on the earlier of:
2.1.1. a written acknowledgment issued and executed by Studio Question Marque Ltd; or
2.1.2. by Studio Question Marque Ltd starting to provide the Services.
2.2. Any Quotation is valid for a period of fourteen (14) days from its date, provided that Studio Question Marque Ltd has not previously withdrawn it in writing.
The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.
3. Commencement of the Services
3.1. The Services shall be provided by Studio Question Marque Ltd to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.4. Studio Question Marque Ltd's Obligations
4.1. Studio Question Marque Ltd shall use reasonable endeavors to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.4.2. Studio Question Marque Ltd shall use reasonable endeavors 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 performance of the Services.
5. Client’s Obligations
5.1. The Client shall:
5.1.1. co-operate with Studio Question Marque Ltd in all matters relating to the Services;
5.1.2. provide to Studio Question Marque Ltd, in a timely manner, such Client Material and other information as Studio Question Marque Ltd may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable Studio Question Marque Ltd to legitimately use the Client material in the provision of the Services;
5.2. The Client acknowledges that the late supply of Client Material may have an impact on Studio Question Marque Ltd’s ability to deliver the Services. If Studio Question Marque Ltd’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, Studio Question Marque Ltd shall not be liable for any costs, charges, or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3. The Client shall indemnify Studio Question Marque Ltd, from and against, all costs, charges, or losses sustained or incurred by Studio Question Marque Ltd arising directly or indirectly from the Client’s fraud, negligence, failure to perform, or delay in the performance of any of its obligations under the Contract, subject to Studio Question Marque Ltd confirming such costs, charges, and losses to the Client in writing.
5.4. The Client shall indemnify Studio Question Marque Ltd against all losses, costs, or charges it may incur arising as a result of any action, claim, or threatened claim (as applicable) that Studio Question Marque Ltd’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
5.5. The Client shall not, without the prior written consent of Studio Question Marque Ltd, at any time from the date of the Contract to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from Studio Question Marque Ltd or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant, or subcontractor of Studio Question Marque Ltd in the provision of the Services.
5.6. [Any consent given by Studio Question Marque Ltd in accordance with condition 5.5 shall be subject to the Client paying to Studio Question Marque Ltd a sum equivalent to 20% (twenty percent) of the then-current annual remuneration of Studio Question Marque Ltd's employee, consultant, or subcontractor or, if higher, 20% (twenty percent) of the annual remuneration to be paid by the Client to that employee, consultant, or subcontractor.]
6. Change Control
6.1. If either party requests a change to the scope or execution of the Services, Studio Question Marque Ltd shall, within a reasonable time, provide a written estimate to the Client of:
6.1.1. the likely time required to implement the change;
6.1.2. any variations to Studio Question Marque Ltd’s charges arising from the change;
6.1.3. the likely effect of the change on the Services; and
6.1.4. any other impact of the change on the terms of the Contract.
6.2. If the Client wishes Studio Question Marque Ltd to proceed with the change, Studio Question Marque Ltd has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services, and any other relevant terms of the Contract to take account of the change.
7. Charges and Payment
7.1. In consideration of the provision of the Services by Studio Question Marque Ltd, the Client shall pay the charges as set out in the Quotation. Studio Question Marque are not VAT registered, and therefore don't include VAT as part of a fee.
7.2. Studio Question Marque Ltd shall invoice the Client monthly in arrears for its charges for the previous month together with any expenses incurred and for which the Client is liable.
7.3. The Client shall pay each invoice submitted to it by Studio Question Marque Ltd, in full, and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Studio Question Marque Ltd.
7.4. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value-added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Studio Question Marque Ltd to the Client, the Client shall, on receipt of a valid VAT invoice from Studio Question Marque Ltd, pay to Studio Question Marque Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8. Intellectual Property Rights
8.1. Studio Question Marque Ltd and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables and any Pre-existing Materials.
8.2. Studio Question Marque Ltd grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free license to copy the Deliverables and the Pre-existing Materials for the purpose of receiving and using the Services and the Deliverables in its business. For the avoidance of doubt, this license is provided to the Client and its other contractors and subcontractors (if any).
8.3. The Client acknowledges that, where Studio Question Marque Ltd does not own any Pre-existing Materials, the Client's use of rights in Pre-existing Materials is conditional on Studio Question Marque Ltd obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Studio Question Marque Ltd to license such rights to the Client.
8.4. All Studio Question Marque Ltd Materials are the exclusive property of Studio Question Marque Ltd and shall not be copied, reproduced, transmitted, modified, or otherwise used by the Client or any third party without Studio Question Marque Ltd's prior written consent.
9. Confidentiality
9.1. 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 or of any member of the group to which the other party belongs, except as permitted by condition
9.2. Each party may disclose the other party's confidential information:
9.2.1. 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 condition 9; and
9.2.2. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
9.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
9.4. All materials, equipment, and tools, drawings, specifications, and data supplied by Studio Question Marque Ltd to the Client shall, at all times, be and remain the exclusive property of Studio Question Marque Ltd, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Studio Question Marque Ltd and shall not be disposed of or used other than in accordance with Studio Question Marque Ltd's written instructions or authorization.
9.5. This condition 9 shall survive termination of the Contract, however arising.
10. Data Protection
10.1. The Client and Studio Question Marque Ltd shall comply with all applicable requirements of the Data Protection Legislation. This condition 10 is in addition to and does not relieve, remove, or replace, a party's obligations or rights under the Data Protection Legislation.
10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Studio Question Marque Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
10.3. Without prejudice to the generality of condition 10.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Studio Question Marque Ltd for the duration and purposes of the Contract.
10.4. Without prejudice to the generality of condition 10.1, Studio Question Marque Ltd shall, in relation to any personal data processed in connection with the performance by Studio Question Marque Ltd of its obligations under the Contract:
10.4.1. process that personal data only on the written instructions of the Client unless Studio Question Marque Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to Studio Question Marque Ltd to process personal data (Applicable Laws). Where Studio Question Marque Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Studio Question Marque Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Studio Question Marque Ltd from so notifying the Client;
10.4.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal data, ensuring confidentiality, integrity, availability, and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
10.4.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
10.4.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
10.4.4.1. the Client or Studio Question Marque Ltd has provided appropriate safeguards in relation to the transfer;
10.4.4.2. the data subject has enforceable rights and effective legal remedies;
10.4.4.3. Studio Question Marque Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
10.4.4.4. Studio Question Marque Ltd complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
10.4.5. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
10.4.6. notify the Client without undue delay on becoming aware of a personal data breach;
10.4.7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the personal data; and
10.4.8. maintain complete and accurate records and information to demonstrate its compliance with this condition 10 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in Studio Question Marque Ltd's opinion, an instruction infringes the Data Protection Legislation.
10.5. The Client consents to Studio Question Marque Ltd appointing Amazon Web Services, as a third-party processor of personal data under this agreement. Studio Question Marque Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this condition 10. As between the Client and Studio Question Marque Ltd, Studio Question Marque Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this condition 10.
11. Limitation of Liability
11.1. Nothing in these Conditions shall limit or exclude Studio Question Marque Ltd's liability for:
11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
11.1.2. fraud or fraudulent misrepresentation; or
11.1.3. any other liability which cannot be limited or excluded by applicable law.11.2. Subject to condition 11.1, Studio Question Marque Ltd shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1. loss of profits;
11.2.2. loss of sales or business;
11.2.3. loss of agreements or contracts;
11.2.4. loss of anticipated savings;11.2.5. loss of or damage to goodwill;
11.2.6. loss of use or corruption of software, data, or information;
11.2.7. any indirect or consequential loss; and11.2.8. any loss or damage whatsoever which arises out of, or in connection with, any act or omission by the Client.
11.3. Subject to condition 11.1, the total liability of Studio Question Marque Ltd to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to an amount equal to the charges paid by the Client for the Services under the Contract in the 12 months preceding the date the claim arose.
12. Termination
12.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.
12.2. 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:
12.2.1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
12.2.2. 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 ceasing to carry on business;
12.2.3. 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
12.2.4. 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 fulfill its obligations under the Contract has been placed in jeopardy.
12.3. Without affecting any other right or remedy available to it, Studio Question Marque Ltd may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.12.4. On termination of the Contract for any reason:
12.4.1. the Client shall immediately pay to Studio Question Marque Ltd all of Studio Question Marque Ltd's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Studio Question Marque Ltd shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.4.2. the Client shall return all of Studio Question Marque Ltd Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Studio Question Marque Ltd may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract;
12.4.3. the accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall not be affected, 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; and
12.4.4. conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical, or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, or similar events, natural disasters, or extreme adverse weather conditions, or default of suppliers or subcontractors.14.
General
14.1. Assignment and other dealings:
14.1.1. Studio Question Marque Ltd may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
14.1.2. The Client may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Studio Question Marque Ltd.
14.2. Confidentiality:
14.2.1. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the other party by its employees, agents, consultants, subcontractors, or affiliates, and any other confidential information concerning the disclosing party's business, its products, and services which the receiving party may obtain. Each party shall restrict disclosure of such confidential information to such of its employees, agents, consultants, subcontractors, or affiliates as need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents, consultants, subcontractors, or affiliates are subject to obligations of confidentiality corresponding to those which bind the receiving party. This condition 14.2 shall survive termination of the Contract.
14.3. Entire agreement:
14.3.1. 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.
14.3.2. Each party agrees that it 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.
14.4. Variation:
14.4.1. 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 authorized representatives).
14.5. Waiver:
14.5.1. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 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.14.6. Severance:
14.6.1. 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 condition 14.6 shall not affect the validity and enforceability of the rest of the Contract.
14.7. Notices:
14.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition 14.7, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or fax or email.
14.7.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 14.7.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
14.7.3. The provisions of this condition 14.7 shall not apply to the service of any proceedings or other documents in any legal action.
14.8. Third-party rights:14.8.1. No one other than a party to the Contract shall have any right to enforce any of its terms.
14.9. Governing law:
14.9.1. 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.
14.10. Jurisdiction:
14.10.1. 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.
15. Registered Office
15.1. Studio Question Marque Ltd's registered office address is:
Studio Question Marque Ltd
5 Ducketts Wharf, South Street
Bishop's Stortford, Hertfordshire
United Kingdom, CM23 3AR16.
Contact Information
16.1. For all communications and inquiries, you can reach Studio Question Marque Ltd at the following contact email address:
Contact Email: hello@questionmarque.studio
If you have any further questions or need additional assistance, please feel free to ask.
Version 1.0 13/09/2023.
1. Interpretation
1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:
1.1.1. Contract: the agreement made between Studio Question Marque Ltd and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Quotation who purchases Services;
1.1.3. Client Material: all Documents, information, and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports, and specifications;
1.1.4. Studio Question Marque Ltd: Studio Question Marque Ltd, a company incorporated in England and Wales with company number 13447758 and whose trading office is at TMRW Hub @ Davis House, Robert Street, Croydon CR0 1QQ;
1.1.5. Deliverables: all Documents, products, digital content, and/or materials in any form, including computer programs, data, reports, and specifications (developed by Studio Question Marque Ltd or its agents or subcontractors) and delivered in relation to the Services;
1.1.6. Digital Marketing Services: The Services as further described at condition 9 below;
1.1.7. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture, or other image, proof, disk, or other device or record embodying information in any form;
1.1.8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.1.9. Pre-existing Materials: all Documents, information, and materials provided by Studio Question Marque Ltd relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, and specifications;
1.1.10. Quotation: The cost for services provided by Studio Question Marque Ltd to the Client;
1.1.11. Services: the services provided by Studio Question Marque Ltd under the Contract as set out in the Quotation, together with any other services which Studio Question Marque Ltd provides, or agrees to provide, to the Client;
2. Formation of the Contract
2.1. The acceptance of a Quotation for Services by Studio Question Marque Ltd constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs the Quotation or otherwise communicates to Studio Question Marque Ltd that it has accepted the Quotation. The Contract is deemed to commence on the earlier of:
2.1.1. a written acknowledgment issued and executed by Studio Question Marque Ltd; or
2.1.2. by Studio Question Marque Ltd starting to provide the Services.
2.2. Any Quotation is valid for a period of fourteen (14) days from its date, provided that Studio Question Marque Ltd has not previously withdrawn it in writing.
The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.
3. Commencement of the Services
3.1. The Services shall be provided by Studio Question Marque Ltd to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.4. Studio Question Marque Ltd's Obligations
4.1. Studio Question Marque Ltd shall use reasonable endeavors to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.4.2. Studio Question Marque Ltd shall use reasonable endeavors 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 performance of the Services.
5. Client’s Obligations
5.1. The Client shall:
5.1.1. co-operate with Studio Question Marque Ltd in all matters relating to the Services;
5.1.2. provide to Studio Question Marque Ltd, in a timely manner, such Client Material and other information as Studio Question Marque Ltd may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable Studio Question Marque Ltd to legitimately use the Client material in the provision of the Services;
5.2. The Client acknowledges that the late supply of Client Material may have an impact on Studio Question Marque Ltd’s ability to deliver the Services. If Studio Question Marque Ltd’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants, or employees, Studio Question Marque Ltd shall not be liable for any costs, charges, or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3. The Client shall indemnify Studio Question Marque Ltd, from and against, all costs, charges, or losses sustained or incurred by Studio Question Marque Ltd arising directly or indirectly from the Client’s fraud, negligence, failure to perform, or delay in the performance of any of its obligations under the Contract, subject to Studio Question Marque Ltd confirming such costs, charges, and losses to the Client in writing.
5.4. The Client shall indemnify Studio Question Marque Ltd against all losses, costs, or charges it may incur arising as a result of any action, claim, or threatened claim (as applicable) that Studio Question Marque Ltd’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
5.5. The Client shall not, without the prior written consent of Studio Question Marque Ltd, at any time from the date of the Contract to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from Studio Question Marque Ltd or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant, or subcontractor of Studio Question Marque Ltd in the provision of the Services.
5.6. [Any consent given by Studio Question Marque Ltd in accordance with condition 5.5 shall be subject to the Client paying to Studio Question Marque Ltd a sum equivalent to 20% (twenty percent) of the then-current annual remuneration of Studio Question Marque Ltd's employee, consultant, or subcontractor or, if higher, 20% (twenty percent) of the annual remuneration to be paid by the Client to that employee, consultant, or subcontractor.]
6. Change Control
6.1. If either party requests a change to the scope or execution of the Services, Studio Question Marque Ltd shall, within a reasonable time, provide a written estimate to the Client of:
6.1.1. the likely time required to implement the change;
6.1.2. any variations to Studio Question Marque Ltd’s charges arising from the change;
6.1.3. the likely effect of the change on the Services; and
6.1.4. any other impact of the change on the terms of the Contract.
6.2. If the Client wishes Studio Question Marque Ltd to proceed with the change, Studio Question Marque Ltd has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Services, and any other relevant terms of the Contract to take account of the change.
7. Charges and Payment
7.1. In consideration of the provision of the Services by Studio Question Marque Ltd, the Client shall pay the charges as set out in the Quotation. Studio Question Marque are not VAT registered, and therefore don't include VAT as part of a fee.
7.2. Studio Question Marque Ltd shall invoice the Client monthly in arrears for its charges for the previous month together with any expenses incurred and for which the Client is liable.
7.3. The Client shall pay each invoice submitted to it by Studio Question Marque Ltd, in full, and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Studio Question Marque Ltd.
7.4. All amounts payable by the Client under the Contract are exclusive of amounts in respect of value-added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Studio Question Marque Ltd to the Client, the Client shall, on receipt of a valid VAT invoice from Studio Question Marque Ltd, pay to Studio Question Marque Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8. Intellectual Property Rights
8.1. Studio Question Marque Ltd and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables and any Pre-existing Materials.
8.2. Studio Question Marque Ltd grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free license to copy the Deliverables and the Pre-existing Materials for the purpose of receiving and using the Services and the Deliverables in its business. For the avoidance of doubt, this license is provided to the Client and its other contractors and subcontractors (if any).
8.3. The Client acknowledges that, where Studio Question Marque Ltd does not own any Pre-existing Materials, the Client's use of rights in Pre-existing Materials is conditional on Studio Question Marque Ltd obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Studio Question Marque Ltd to license such rights to the Client.
8.4. All Studio Question Marque Ltd Materials are the exclusive property of Studio Question Marque Ltd and shall not be copied, reproduced, transmitted, modified, or otherwise used by the Client or any third party without Studio Question Marque Ltd's prior written consent.
9. Confidentiality
9.1. 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 or of any member of the group to which the other party belongs, except as permitted by condition
9.2. Each party may disclose the other party's confidential information:
9.2.1. 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 condition 9; and
9.2.2. as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
9.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
9.4. All materials, equipment, and tools, drawings, specifications, and data supplied by Studio Question Marque Ltd to the Client shall, at all times, be and remain the exclusive property of Studio Question Marque Ltd, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Studio Question Marque Ltd and shall not be disposed of or used other than in accordance with Studio Question Marque Ltd's written instructions or authorization.
9.5. This condition 9 shall survive termination of the Contract, however arising.
10. Data Protection
10.1. The Client and Studio Question Marque Ltd shall comply with all applicable requirements of the Data Protection Legislation. This condition 10 is in addition to and does not relieve, remove, or replace, a party's obligations or rights under the Data Protection Legislation.
10.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Studio Question Marque Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
10.3. Without prejudice to the generality of condition 10.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Studio Question Marque Ltd for the duration and purposes of the Contract.
10.4. Without prejudice to the generality of condition 10.1, Studio Question Marque Ltd shall, in relation to any personal data processed in connection with the performance by Studio Question Marque Ltd of its obligations under the Contract:
10.4.1. process that personal data only on the written instructions of the Client unless Studio Question Marque Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to Studio Question Marque Ltd to process personal data (Applicable Laws). Where Studio Question Marque Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing personal data, Studio Question Marque Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Studio Question Marque Ltd from so notifying the Client;
10.4.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal data, ensuring confidentiality, integrity, availability, and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
10.4.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
10.4.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
10.4.4.1. the Client or Studio Question Marque Ltd has provided appropriate safeguards in relation to the transfer;
10.4.4.2. the data subject has enforceable rights and effective legal remedies;
10.4.4.3. Studio Question Marque Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
10.4.4.4. Studio Question Marque Ltd complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
10.4.5. assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
10.4.6. notify the Client without undue delay on becoming aware of a personal data breach;
10.4.7. at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the personal data; and
10.4.8. maintain complete and accurate records and information to demonstrate its compliance with this condition 10 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in Studio Question Marque Ltd's opinion, an instruction infringes the Data Protection Legislation.
10.5. The Client consents to Studio Question Marque Ltd appointing Amazon Web Services, as a third-party processor of personal data under this agreement. Studio Question Marque Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this condition 10. As between the Client and Studio Question Marque Ltd, Studio Question Marque Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this condition 10.
11. Limitation of Liability
11.1. Nothing in these Conditions shall limit or exclude Studio Question Marque Ltd's liability for:
11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
11.1.2. fraud or fraudulent misrepresentation; or
11.1.3. any other liability which cannot be limited or excluded by applicable law.11.2. Subject to condition 11.1, Studio Question Marque Ltd shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
11.2.1. loss of profits;
11.2.2. loss of sales or business;
11.2.3. loss of agreements or contracts;
11.2.4. loss of anticipated savings;11.2.5. loss of or damage to goodwill;
11.2.6. loss of use or corruption of software, data, or information;
11.2.7. any indirect or consequential loss; and11.2.8. any loss or damage whatsoever which arises out of, or in connection with, any act or omission by the Client.
11.3. Subject to condition 11.1, the total liability of Studio Question Marque Ltd to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to an amount equal to the charges paid by the Client for the Services under the Contract in the 12 months preceding the date the claim arose.
12. Termination
12.1. Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.
12.2. 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:
12.2.1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
12.2.2. 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 ceasing to carry on business;
12.2.3. 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
12.2.4. 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 fulfill its obligations under the Contract has been placed in jeopardy.
12.3. Without affecting any other right or remedy available to it, Studio Question Marque Ltd may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.12.4. On termination of the Contract for any reason:
12.4.1. the Client shall immediately pay to Studio Question Marque Ltd all of Studio Question Marque Ltd's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Studio Question Marque Ltd shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.4.2. the Client shall return all of Studio Question Marque Ltd Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then Studio Question Marque Ltd may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract;
12.4.3. the accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall not be affected, 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; and
12.4.4. conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical, or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, or similar events, natural disasters, or extreme adverse weather conditions, or default of suppliers or subcontractors.14.
General
14.1. Assignment and other dealings:
14.1.1. Studio Question Marque Ltd may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
14.1.2. The Client may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Studio Question Marque Ltd.
14.2. Confidentiality:
14.2.1. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the other party by its employees, agents, consultants, subcontractors, or affiliates, and any other confidential information concerning the disclosing party's business, its products, and services which the receiving party may obtain. Each party shall restrict disclosure of such confidential information to such of its employees, agents, consultants, subcontractors, or affiliates as need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents, consultants, subcontractors, or affiliates are subject to obligations of confidentiality corresponding to those which bind the receiving party. This condition 14.2 shall survive termination of the Contract.
14.3. Entire agreement:
14.3.1. 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.
14.3.2. Each party agrees that it 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.
14.4. Variation:
14.4.1. 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 authorized representatives).
14.5. Waiver:
14.5.1. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 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.14.6. Severance:
14.6.1. 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 condition 14.6 shall not affect the validity and enforceability of the rest of the Contract.
14.7. Notices:
14.7.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition 14.7, and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or fax or email.
14.7.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 14.7.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
14.7.3. The provisions of this condition 14.7 shall not apply to the service of any proceedings or other documents in any legal action.
14.8. Third-party rights:14.8.1. No one other than a party to the Contract shall have any right to enforce any of its terms.
14.9. Governing law:
14.9.1. 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.
14.10. Jurisdiction:
14.10.1. 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.
15. Registered Office
15.1. Studio Question Marque Ltd's registered office address is:
Studio Question Marque Ltd
5 Ducketts Wharf, South Street
Bishop's Stortford, Hertfordshire
United Kingdom, CM23 3AR16.
Contact Information
16.1. For all communications and inquiries, you can reach Studio Question Marque Ltd at the following contact email address:
Contact Email: hello@questionmarque.studio
If you have any further questions or need additional assistance, please feel free to ask.