Supporting events, exhibitions, retail, marketing, creative, and brand agencies, we cover a wide range of digital services and activations. Below are our standard terms and conditions.
Last updated 20/08/2022
These Terms and Conditions shall apply to the provision of the services detailed overleaf (“Services”) by Voxel Studio Ltd a company registered in England under number 12421305 whose registered office is at Barn 1 Unit 1A, Somerford Business Court, Somerford, Congleton, Cheshire, CW12 4SN (“Supplier”) to you (“Client”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client.
- Interpretation in these Terms and Conditions
“business day” means a day other than a Saturday, Sunday or bank holiday. Headings are for convenience only and shall not affect their interpretation. Words imparting the singular number shall include the plural and vice-versa.
3.1 With effect from the commencement date stated in this quotation and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Supplier shall provide the Services to the Client.
3.2 The Supplier shall use reasonable care and skill in its performance of the Services.
3.3 The Supplier shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in this quotation; however time will not be of the essence in the performance of these obligations, unless the project is for a pre-stated event date.
- Client Obligations
4.1 The Client shall use its best and reasonable endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.
4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.
4.3 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause.
4.4 It is the Client’s responsibility to ensure a project is managed properly from the Client’s side, with internal communications, supplied feedback and approval from the correct level of management, at all stages of the project. It is not the Supplier’s responsibility if the Client has not sought the correct internal or end client’s approval and feedback, at all stages of the project. Additional fees could be added if the Client has not performed in a reasonable manner to fulfill the project’s deadline.
- Projects / Production
5.1 The Client will supply final amends to the supplier no later than 1 week before launch date, to allow for testing. Any additional amends will risk delaying the project and incurring extra fees.
5.2 Projects must be approved by the Client 2 business days before launch, to allow for in-situ and final testing by the Supplier.
5.3 Amends are to be supplied in one document per amend round. A project will allow for three rounds of amends unless stated otherwise in the quotation.
5.4 It is not assumed that the Supplier will work during the evening, weekends or bank holidays, unless specified in the quotation – or the Supplier has not fulfilled its service obligations effectively.
5.5 No data analysis is included in the project by standard, and unless stated. Training, data analysis and interpretation, supplying data, or supplying statistics is additional unless specified in the quotation.
5.6 If timescales are not followed by the Client, as per the quote, additional costs may be needed to fulfil the deadlines.
5.7 The Supplier will respond to emails, answer phone calls and have video calls during standard business working hours – unless a project has a particular time-zone requirement.
- Digital projects
6.1 The Supplier will only target modern browsers no more than 2 years old, unless specified before quotation.
6.3 It is the Client’s responsiblity to inform of any specific legal requirements of the project at the commencement of the project – including, but not limited to, data processing and server locations.
- Clients Providing Media
7.1 All text, photography and graphics provided by the Client must be digital, unless the Supplier has quoted for specialist scanning services.
7.2 All supplied graphics/ photography must be of sufficient quality for the project.
7.3 The Supplier can charge for additional work involved when the supplied media is not digital, or requires additional work in order for it to be used in the project (includes copywriting, spelling and grammar, and other problems).
7.4 Text must be supplied as real text, and not flattened that requires transcription.
7.5 Copy and images are to be supplied as final. Additional charges are applicable if supplied content requires changes, unless specified in the quotation.
7.6 Fonts are assumed to be provided by the Client, unless quoted for the in the proposal. Provided fonts are assumed to be legal, and fit for purpose.
- Limitation of Liability
8.1 The Supplier gives no warranty in connection with the Services.
8.2 The Supplier accepts no responsibility for:
a. malfunction in any software whether provided by the Client or by the Supplier;
b. the security of the Clients data, including data loss;
c. backup of the Clients data, unless we have contractually agreed otherwise;
d. delivery of material or privacy of any transmission;
e. the safety or security of any of the Clients goods on the Suppliers premises or in transit to or from the Suppliers premises under any circumstances.
f. errors within the project not corrected by the Client.
8.3 So far as the Supplier handles or stores media of any sort on the Clients behalf, it is on condition that:
a. The Suppliers liability for the Created Work contained in such media does not exceed the replacement cost of new, unused media of a similar specification;
b. The Client warrants that they have insured the Created Work contained in such media for its full value;
8.4 The Client agrees that in any circumstances when the Supplier may become liable to the Client, the limit of the liability is the amount the Client has paid the Supplier in the immediately preceding 6 month period for the Services concerned.
8.5 (for the avoidance of doubt) The Supplier shall not be liable to the Client for loss of profits, business, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Client incurring it.
8.6 In the unlikely event that a claim is being made because of accidental similarity to another brand’s message/ design or software application etc., the Supplier does not take responsibility, and any required amends will need to be charged at the normal rate and legal costs, and any other fees are not allowed to be charged to the Supplier.
8.7 The Supplier’s maximum liability is the total amount of the Supplier’s invoice for the disputed project. External services are responsible for their part of the project, and the Supplier has no responsibility or liability over internet suppliers or an external service.
The Client agrees to indemnify the Supplier against all costs, claims and expense arising directly or indirectly from:
9.1 the Client’s failure to comply with the law of any country;
9.2 the posting by the Client or user of the website or application of any content on the Client’s website or application;
9.3 a breach of the intellectual property rights of any person;
9.4 the Client’s failure to conform to any relevant Internet protocol;
9.5 the posting by any third party with or without the Client’s knowledge of any material on the Client’s Web site;
9.6 any action taken or omitted by any third party in relation to the Client’s Web site;
9.7 the Client’s failure to ensure that all the Clients emails are sent in accordance with applicable legislation (including data protection legislation) and in a secure manner;
9.8 the use of a domain name; any dispute between the User and any other person must be resolved between the parties concerned in such dispute.
The Supplier agrees to treat as strictly private and confidential and not to disclose to any person, make use of or permit other persons to make use of information relating to a Clients technology, technical processes, business affairs or finances, or any such information relating to a subsidiary, supplier, customer or Client of the Client where knowledge or details of the information was received during the agreement, unless any judicial or proper legal authority makes a written request where no further consent or notification is required, or unless the information or idea was already known to the supplier.
- Termination of Services
Clients wishing to cancel services with the Supplier are liable for the work which has already taken place by the Supplier. The Client will be invoiced for the work already completed up until the notice of cancellation is received; the payment term for the invoice is then 30 days.
- Fees [and Deposit]
12.1 The fees (“Fees”) for the Services are set out in this quotation.
12.2 The Client shall pay the Supplier for any additional services provided by the Supplier that are not specified in this quotation in accordance with the Supplier’s then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client.
12.3 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
12.4 The Client shall be required to pay a 50% deposit (“Deposit”) at the time of accepting this quotation and before the Supplier commences production.
12.5 If the Client does not pay the Deposit to the Supplier, the Supplier shall have the right to withhold provision of the Services until the Deposit is received.
12.7 The Deposit shall be non-refundable unless the Supplier fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Supplier, no refund shall be made).
12.8 The Supplier’s standard base rate is from £62.50 per hour.
- Quotation, Contract and Variation
13.1 The Client will issue the Supplier with a Purchase Order before production commences.
13.2 This quotation constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).
13.3 Having issued this quotation, which is a contractual offer to provide the Services, the Supplier agrees to enter into a contract for the provision of Services upon the Client’s written acceptance of this quotation and of these Terms and Conditions.
13.4 This quotation is valid for a period of 21 days only from the date shown overleaf unless expressly withdrawn by the Supplier at an earlier time.
13.5 Either the Supplier or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this quotation.
13.6 If the Client wishes to vary any details of the Services, other than the work agreed in the quotation, it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Client, and any agreed timescales may be subject to change.
13.7 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
13.8 Quotations (and the subsequent created work), are based on a brief supplied by the Client. Alterations to the Services may be charged if the original brief is altered.
13.9 Quotations are exempt from a fee (including travelling costs) unless specifically stated before the quote work is started.
13.10 Training is not included as standard with any quotation. If training is required, we will charge for the time required, including travelling costs, at our standard hourly rate.
13.11 Quotations do not include copywriting or image library fees (from £10 per image) unless stated as part of a design fee.
13.12 A project has various stages of approval. We require approval from the previous stage, for the following stage to commence. Any change to a previous stage required after another stage has started is liable to our standard hourly fee.
- Balance Payment
14.1 The Client shall pay the Balance Fees [“Balance”] due within 30 days of the date of the Supplier’s invoice or otherwise in accordance with any credit terms agreed between the Supplier and the Client, unless otherwise agreed in writing between the Supplier and the Client.
14.2 If the Client fails to make Balance payment within 30 days the Supplier shall charge the Client debt recovery charges along with interest at the rate of 8% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.
14.3 Receipts for payment will be issued by the Supplier only at the Client’s request.
14.4 All payments must be made in pound sterling unless otherwise agreed in writing between the Supplier and the Client.
14.5 Payment for services can be received by bank transfer. Cash will not be taken.
14.6 When a project is made ‘live’ to the public, it is assumed the project is complete and therefore ready to invoice, unless specified.
14.7 If the project is paused or slowed by the client, we reserve the right to invoice for the work completed to date, as a percentage of the final project.
14.8 If a proposal has distinct parts, those parts can be invoiced separately.
14.9 Retainers are only carried on when payment is no more than one month in arrears. If more than one payment is due, we reserve the right to postpone work until payment is settled.
14.10 If the retainer is to be cancelled and a new month term has been started, the client is liable to potentially pay the full retainer amount, as in some cases the retainer’s work will be completed far before the month term has ended. A retainer is not 31 days (or a month) of service – it is based on time at our standard hourly rate. We will however only invoice for the work completed.
15.1 The Supplier shall be free to sub-contract the provision of the Services (or any part thereof).
15.2 The Supplier is not duty-bound to inform the Client of any sub-contracting on the project.
16.1 The Supplier may terminate the provision of the Services immediately if:
a. the Client commits a material breach of its obligations under these Terms and Conditions; or
b. the Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
- Intellectual Property and Data Protection
17.1 The Supplier reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services – unless expressly stated in this agreement. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
17.2 All concepts and work not used in the final version of a project will remain the property of the Supplier.
17.3 Any work which has not been paid for by a Client which has previously been published can be removed by the Supplier.
17.4 We reserve the right to use the project in any form of advertising (web, print etc.) as a demonstration of our portfolio.
17.5 Material supplied by the Client will remain the client’s property, and it is assumed by the Supplier that any material supplied by the Client belongs to them and does not breach any copyright laws.
17.6 The Supplier will only use the Client’s personal information as set out in the Supplier’s Privacy Notice available from the Supplier’s website.
- Data Ownership and Access to Data
18.1 The Client will exclusively own all the data collected from and/or associated with the Client as part of the project. The data includes data gathered by the Suppliers devices, external 3rd party sources associated with the Client and any distributed internal digital or non-digital source data sets.
18.2 The Client reserves the right to extract data from the Supplier for its use at any time during the project.
18.3 Upon the expiry or termination of the Contract, the Supplier will provide the Client with a copy of all data and then delete, destroy and erase all copies of the data from any other computer or data storage system into which it was entered (other than a computer or data storage system belonging to the Client); and if required by the Client, certify that it has done so.
18.4 If the Supplier processes any personal data for the project, the Client is the data controller and the Supplier a data processor. The Client permits the Supplier to process the personal data, in accordance with the terms of agreement.
18.5 The Client has sole responsibility for the legality of the Client Data.
- Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, Internet Service Provider failure, external service provider failure, hacking, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
20.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
20.2 Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by email;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
20.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address notified to the other party.
- No Waiver
21.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
21.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of any other right, power, or privilege.
If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
- Law and Jurisdiction
23.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
23.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
The quotation, proposal and terms and conditions are strictly confidential, and may not be reproduced or shared (any part) without prior permission from the Supplier.