Our Terms & Conditions
Studio Every’s Supply of Services Terms & Conditions
1. Definitions
"Client" means the person or entity who purchases the Services from Studio Every Ltd.
"Client Background IPRs" means any pre-existing Intellectual Property, including information, techniques, know-how, software and materials (regardless of the form or medium in which they are disclosed or stored) provided by the Client to Studio Every for use in connection with this Agreement.
"Commencement Date" has the meaning given in Clause 2.3.
"Contract" means a contract for the purchase by the Client of Services and/ or Products.
"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) the UK GDPR; (ii) the Data Protection Act 2018 ("DPA") and the applied GDPR as defined in the DPA; and (iii), the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended, or replaced from time to time.
"Intellectual Property Rights" means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
"Proposal" means Studio Every’s invitation to supply Services to the Client.
"Order" means the Client's offer to purchase the Services in accordance with the Proposal and these Conditions.
"Services" means the activity and material which Studio Every is to supply to the Client in accordance with these Conditions as more particularly set out in the Proposal.
“Studio Every” means Studio Every Limited registered in England and Wales with company number 14418860, and whose registered address is 128 High St, Crediton, EX17 3LQ, and trading address is Cigar Factory, 127-131 Raleigh Rd, Bristol, BS3 1QU.
2. Basis of the Contract
2.1 All Proposals are made by Studio Every, and all Orders accepted are accepted on these Conditions.
2.2 The Order constitutes an offer by the Client to purchase Services in accordance with the Proposal and these Conditions.
2.3 The Order shall only be deemed to be accepted when Studio Every issue written acceptance of the Order at which point and on which date a Contract consisting of these Conditions and the terms set out in the Proposal shall come into existence ("Commencement Date").
3. Services
3.1 Studio Every shall provide the Services to the Client in accordance with these terms and conditions.
3.2 Studio Every shall use all reasonable endeavours to meet any performance dates for the Services specified in the Proposal.
4. Client Obligations
4.1 The Client shall:
(a) ensure that the terms of the Proposal and any information it provides in the Service Specification and the Product Specification are complete and accurate.
(b) co-operate with Studio Every in all matters relating to the Services.
(c) provide Studio Every with such information and materials as Studio Every may reasonably require to supply the Services and ensure that such information is complete and accurate.
5. Fees and Payment
Fees
5.1 The fees for Services:
(a) shall be as set out in the Proposal, and where stated to be calculated on a time and materials basis, shall be calculated in accordance with the Studio Every daily fee rates.
(b) Studio Every shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Studio Every engages in connection with the Services and required by Studio Every for the performance of the Services.
5.2 Where the proposal includes cost estimates, Studio Every will review the requirements and confirm the cost with the Client before starting the next phase.
Invoices and payment
5.3 The Client shall pay each invoice submitted by Studio Every within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by Studio Every.
5.4 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 Every to the Client, the Client shall, on receipt of a valid VAT invoice from Studio Every, pay to Studio Every 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.
6. Data Protection
6.1 The parties shall comply at all times with Data Protection Laws during the term of this Agreement.
7. Liability and remedies
7.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence.
(b) fraud or fraudulent misrepresentation.
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.2 Studio Every shall not be liable to the Client for any loss or damage (whether for loss of profit or indirect or consequential loss), costs, expenses, or other claim for compensation:
(a) which arises out of or in connection with the supply of the Services or the Products or their resale by the Client; or
(b) from any Client material or instructions supplied by the Client which are incomplete incorrect inaccurate illegible out of sequence or in the wrong form or arising from their late or non-arrival or any other act or omission of the Client.
7.3 Studio Every has not knowingly infringed any Intellectual Property Rights of any third party but does not warrant or give any assurance to the Client that any design of or relating to the Products does not infringe any intellectual property rights of any third party.
8. Indemnity
The Client shall indemnify and keep Studio Every indemnified against all costs, expenses, damages and demands incurred by Studio Every in respect of any alleged infringement of any third party's rights.
9. Termination
A Contract and any other Contracts between Studio Every and the Client may be terminated with immediate effect by Studio Every by giving the Client written notice on or after the occurrence of any of the following events:
(a) if the Client commits a material breach of any of the terms and conditions set out in the Contract provided that where such breach is capable of remedy the Client has been advised in writing of the breach and has not rectified it within 30 days of receipt of such advice.
(b) the passing by the Client of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for the winding-up of the Client or the dissolution of the Client.
(c) the making of an administration order in relation to the Client or the appointment of a receiver or an administrative receiver over, or the taking possession or sale by an encumbrancer of, any of the Client's assets.
(d) the Client making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
(e) on the Client ceasing to carry on business at any time for 30 consecutive days.
(f) upon the Client for any reason whatsoever being substantially prevented from performing or becoming unable to perform its obligations under the Contract.
10. General
10.1 Notices
Any notice to a party under these Conditions shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first-class post, prepaid recorded delivery to the address of the party's principal place of business.
10.2 Invalidity
To the extent that any provision or part-provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provision or part-provision in rest of the Conditions or any other jurisdiction.
10.3 Waivers
(a) Any party may, in whole or in part, release, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in the Contract by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, waived or postponed.
(b) No single or partial exercise of any rights provides under the Contract shall prevent further enforcement of those rights.
10.4 Confidentiality
Regardless of any confidentiality agreements in place between Studio Every and the Client, each party agrees that it will never, disclose any confidential information or materials concerning the business, affairs, clients, customers, or suppliers of the other party without that other party's prior written consent.
10.5 Third-party rights
Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
10.6 Entire Agreement
This Contract sets out the entire agreement and understanding between the parties in respect of the subject matter of this Contract.
11. Governing Law
11.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
11.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.