This engagement letter (the ‘Engagement Letter’), together with our standard terms and conditions (‘Terms and Conditions’) sets out the terms on which we, [STUDIO48] (‘the Supplier’), have agreed to act for [insert name of business] (the ‘Client’). A copy of our current Terms and Conditions is appended to this letter.
By executing the counterpart of this Engagement Letter the Client accepts and agrees to be bound by the terms of this Engagement Letter and the Terms and Conditions (together, the ‘Agreement’).
In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:
information in any form which is of a confidential or proprietary nature disclosed by the Disclosing Party (as defined below) in any way pursuant to the provision of the Services which:
(a) is marked as confidential;
(b) is identified as confidential at the time of disclosure and is confirmed in writing as being confidential within 14 days of disclosure;
(c) is by its nature confidential; or
(d) relates to the business of the Disclosing Party or any of its Clients, employees, agents, suppliers, subcontractors, officers, associates or advisers;
any information, documentation, equipment or other material to be supplied to the Supplier by the Client in connection with these Terms and Conditions;
all Documents, products, presentations, intelligence and materials developed by the Supplier in relation to the Services in any form, including data, reports and information communicated orally;
the letter setting out the basis on which the Supplier has agreed to provide the Services to the Client which, together with these Terms and Conditions, forms the Agreement;
the date from which the Services will be provided as set out in the Engagement Letter;
the period from the Effective Date until the completion of the Services as specified in the Engagement Letter, or such other period as may be agreed in writing between the parties
the fees for provision of the Services as set out in the Engagement Letter;
the services to be provided by the Supplier under the Agreement as set out in the Engagement Letter, together with any other services which the Supplier provides, or agrees in writing to provide, to the Client;
Value added tax and any similar additional tax
Any capitalised term not defined in these Terms and Conditions shall have the meaning ascribed to it in the Engagement Letter.
In these Terms and Conditions and the Engagement Letter, unless the context otherwise requires:
any reference to the Agreement or this Agreement includes reference to the Engagement Letter and these Terms and Conditions as varied, amended, supplemented, extended, restated and/or replaced from time to time;
any reference to a clause or sub-clause is to a clause or sub-clause of these Terms and Conditions;
the headings in these Terms and Conditions are inserted for convenience only and shall not affect their construction or interpretation;
use of the singular includes the plural and vice versa;
use of any gender includes the other genders;
any reference to a ‘person’ includes a natural person, firm, government, state, partnership, company, corporation, association, organization, institution, foundation, trust or agency (in each case whether or not having separate legal personality);
any reference to a statute, statutory provision or subordinate legislation (‘legislation’) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
reference to ‘writing’ or ‘written’ includes the representation or reproduction of words, symbols or other information in visible form by electronic communication;
any reference to a party is to a party to the Agreement and shall, where relevant, be deemed to be a reference to or include, as appropriate, its lawful successor, assignee or transferee; and
any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1. In order to access and use the Services, you must first create a Studio48 Account. You must give us your full legal name, business address, phone number, a valid email address, and any other information requested. At our sole discretion, we may reject your application for an Account or cancel an existing Account.
2. To open an account, you must be at least 18 years old.
3. You confirm that you are using Studio48’s services for business purposes only, not for personal, domestic, or family usage.
4. Studio48 is not responsible for any loss or damage incurred as a result of your failing to keep your Account and password secure.
5. You agree that the primary method of communication with Studio48 will be the email address you provide when opening an Account or as updated by you. You must keep checking on the Primary Email Address that you provide to Us. Your primary email address must be able to send and receive messages. Emails sent to Studio48 can only be authenticated if they are sent from your Primary Email Address.
6. You undertake not to work around any of the Services’ technological limits, use any tool to activate features or functionalities that are otherwise disabled in the Services, or reverse engineer, decompile, or disassemble the Services in any way.
7. Without Studio48’s express written permission, you undertake not to reproduce, duplicate, copy, sell, resell or exploit any component of the Service, use of the Services, or access to the Services.
8. Technical support for the Services is only available to Studio48 Users.
9. You agree not to use any robot, spider, scraper, or other automated means to access the Services or monitor any material or information from the Services.
10. You acknowledge that your Materials may be transmitted in an unencrypted format and may include transmissions across multiple networks and alterations to conform and adapt to technological constraints of connecting networks or devices. Your Trademarks, copyright content, any products or services you sell through the Services , and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available to Studio48 or its affiliates are all referred to as “Materials.”
If the Client requires use of site owned, licensed by or Developed by the Supplier (“STUDIO48”) in order to use the Services, the Supplier grants to the Client and its employees a royalty-free, world-wide, non-transferable, non-exclusive license to use the Supplier site in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Client any right, title, interest or intellectual property rights in the Supplier Site.
In relation to the Supplier’s obligations under this Agreement in connection with the provision of the Services, the Client grants to the Supplier a royalty-free, world-wide, non-exclusive license to use the Client name and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website (“the Content”).
The Client undertakes that he will not himself or through any third party, sell, lease, license or sublicense the Supplier Site. If the Client is permitted under this Agreement or by law to make any copies of the Supplier Site, the Client must reproduce all proprietary notices of the Supplier, if any, on the copies.
The Supplier may make such copies of the Client Content as may be necessary to perform its obligations under this Agreement, including backup copies of the Content. Upon termination or expiration of this Agreement, the Supplier shall destroy or deliver to the Client all such copies of the Content and other materials provided by the Client as and when requested by the Client provided that full restitution has been made for services rendered.
The Website and use of the Services may be used for lawful purposes only and the Client may not submit, publish or display any content that breaches any law, statute or regulation. In particular, the Client agrees not to:
1. Use the Services or the Website in any way to send unsolicited commercial email or “spam”, or any similar abuse of the Services;
2. send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
3. publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights, via the Services or on the Website
4. threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
5. engage in illegal or unlawful activities through the Services or via the Website;
6. make available or upload files to the Website or to the Services that the Client knows contain a virus, worm, Trojan or corrupt data; or
7. obtain or attempt to obtain access, through whatever means, to areas of the Supplier’s network or the Services which are identified as restricted or confidential.
The Client has full responsibility for the content of the Website. For the avoidance of doubt, the Supplier is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
If the Client fails to comply with the Acceptable Use Policy outlined in this clause, the Supplier shall be entitled to withdraw the Services and terminate the Client’s account.
As between the Client and the Supplier, all Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by the Supplier. The Supplier licenses all such rights to the Client free of charge and on a non-exclusive, non-transferable basis solely to such extent as is necessary to enable the Client to use the Pre-existing Materials for its own business purposes.
In particular, the Client is not permitted to sublicense, resell or make the Pre-existing Materials (or information contained therein) available to third parties for any commercial purposes other than that set out in the Engagement Letter without prior written permission of the Supplier and any extracts or summaries of the Pre-existing Materials must contain proper attribution to the Supplier in such form as it may approve from time to time. If the Agreement is terminated, this license shall automatically terminate with immediate effect.
As between the Client and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables other than the Pre-existing Materials shall be owned by the Client. The Client licenses all such rights to the Supplier free of charge and on a non-exclusive, sub-licensable and transferable basis. This license shall continue indefinitely, notwithstanding the termination of the Agreement for any reason.
The Client acknowledges that, where the Supplier does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written license (or sub-licence) from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client. Upon receiving notice of such license or sub-licence, the Client agrees to comply with its terms.
The Supplier agrees, at its own expense, promptly to defend, indemnify and hold the Client, its officers and employees harmless from and against any claims, demands, losses, damages, liabilities, expenses (including legal costs), judgments, actions or causes of action made or brought or incurred by the Client based on any third party claim that any Deliverable or Pre-existing Material used by the Client in accordance with these Terms and Conditions infringes or violates any Intellectual Property Rights of any third party except to the extent such claim:
-is covered by the indemnification obligations of the Client to the Supplier
-is covered by the indemnification obligations of the Client to the Supplier
-arises from or relates to any modification to any Deliverable not performed or authorized by the Supplier; or
-arises from or relates to the Client’s use of any Pre-existing Material other than in accordance with these Terms and Conditions.
If such a claim is made (other than in relation to images or third party quotes contained within the Deliverables), the Supplier shall:
-procure for the Client the right to continue to use the Deliverable or the Pre-existing Material in question, free of any liability for such infringement; or
-modify the Deliverable or the Pre-existing Material in question so that it becomes non-infringing whilst otherwise complying with these Terms and Conditions.
non-infringing whilst otherwise complying with these Terms and Conditions.
The Client agrees, at its own expense, promptly to defend, indemnify and hold the Supplier, its members, agents and employees harmless from and against any third party claims, alleged claims, demands, losses, damages, liabilities, expenses (including legal costs), judgments, actions or causes of action made or brought against or incurred by the Supplier in connection with or related to:
-any claim that the Client Material infringes upon any Intellectual Property Right or any other right of any third party or any claim that such materials are defamatory or otherwise not in compliance with applicable law; or
-the Client’s products or services, except to the extent that such claim arises as a result of or in connection with any of the Deliverables incorporated into such products or services.
The party providing indemnification will only do so to the extent that:
-the indemnified party provides prompt written notice of any claims or actions for which it claims indemnification;
-the indemnified party provides the party providing indemnification with reasonable assistance and cooperation in the defence of such claim or action; and
-the party providing indemnification will have sole control over the defence and settlement of any such claim or action, provided that the indemnified party may participate in such defence at its own cost and that the indemnifying party may not settle any claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent.