TERMS & CONDITIONS OF SALE
1. Interpretation
The following definitions and rules of interpretation apply in these terms and conditions.
1.1 Definitions:
Brief: a submission by the Client to Studio Stroud which sets out a summary of the Services which the Client wishes to purchase from Studio Stroud;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Client: the person or firm who purchases Services from Studio Stroud;
Contract: the contract between Studio Stroud and the Client for the supply of Services in accordance with the Order, these terms and conditions and the Schedules;
Data Protection Legislation: whichever is in force of:
(i) the Data Protection Act 1998;
(ii) the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time; and
(iii) any successor legislation to the General Data Protection Regulation or the Data Protection Act 1998,
and any other applicable data protection laws;
Estimated Fees: has the meaning given to it in clause 6.3;
Fees: the fees payable pursuant to clause 6 and clause 7 of the Contract;
Final Work: the final cut of the Final Work described in the Order, as delivered by Studio Stroud to the Client;
First Payment: has the meaning given to it in clause 6.8.1;
Increased Estimated Fees: has the meaning given to it in clause 6.12;
Studio Stroud: Wee Haddie Limited t/a Studio Stroud incorporated and registered in England and Wales with company number 15603582 whose registered office is at 1 Pavilion Square Cricketers Way Westhoughton Bolton BL5 3AJ;
Location: the shooting location as set out in the Order;
Materials: any documents, files, materials or other content relating to the Services (including the Final Work and the Rushes);
Order: the Client’s order for Services as set out in the Client’s written acceptance, or signing, of a Proposal;
Personal Data: has the meaning set out in the Data Protection Legislation and relates only to personal data, or any part of such personal data, relating to the Services and/or the Final Work (not including any personal data which relates solely to Rushes which Studio Stroud retains for its own use after delivery of the Final Work);
Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Final Work, as set out in the Order, or otherwise agreed between the parties in writing;
Proposal: written proposal, scope of work, estimate or quotation for Services which is provided by Studio Stroud to the Client;
Rushes: all footage, music/audio files, designs, mixes and other creations recorded or created by Studio Stroud in the provision of the Services, excluding the Final Work;
Services: the services to be provided by Studio Stroud under this agreement as set out in clause 2.5; and
Work Process: the document shown in Schedule 1.
1.2 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. The Contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these terms and conditions. The Order shall only be deemed to be accepted when Studio Stroud issues written acceptance of the Order, or commences provision of the Services, at which time and on which date the Contract shall come into existence.
2.2 Any samples, drawings, descriptive matter or advertising issued by Studio Stroud, and any descriptions or illustrations contained in Studio Stroud’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Any Proposal given by Studio Stroud shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
2.5 In consideration of payment to Studio Stroud of the Fees and subject to these terms and conditions and any terms set out in the Order, the Client engages Studio Stroud to produce the Final Work in accordance with the Order, the Work Process and the Production Schedule and to provide such other services as are agreed between the parties from time to time in connection with the Final Work (Services).
3. Creative Control
3.1 The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Final Work provided that the Client shall, in its absolute discretion but with full discussion with Studio Stroud and giving good faith consideration to Studio Stroud’s views as a professional production company, have final editorial and artistic control over the Final Work.
3.2 The Client shall be responsible for the cost of any changes to the Services, the Order, the Work Process or the Production Schedule, and any requested changes to any documents, materials or other creations created by Studio Stroud in the provision of the Services (including the Final Work, the storyboard and the script) other than the cost of changes arising from Studio Stroud’s breach of the Contract.
3.3 Studio Stroud will use reasonable endeavours to comply with any performance or delivery dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 Where the Work Process refers to the Client providing feedback in relation to any part of the Services, the Client will provide such feedback promptly. If Studio Stroud does not receive any such feedback within a period of five Business Days, the Client will be deemed to have no feedback to provide.
3.5 Studio Stroud reserves the right to amend the Final Work, the Order, the Work Process or the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services
4. Obligations
4.1 Studio Stroud shall:
4.1.1 render the Services using reasonable care and skill; and
4.1.2 perform the Services in willing co-operation with the Client.
4.2 The Client shall:
4.2.1 ensure that the terms of the Order are complete and accurate;
4.2.2 co-operate with Studio Stroud in all matters relating to the Services;
4.2.3 comply with all reasonable timescales and deadlines provided by Studio Stroud for attendances and the provision of materials or comments, including:
4.2.3.1 promptly (and in any event in accordance with any specific timescales provided by Studio Stroud) providing all briefs, scripts and other materials and assets requested by Studio Stroud in order to provide the Services; and
4.2.3.2 promptly reviewing all pre production documentation including scripts, storyboards, creative assets, pre production presentation decks and any other written or verbal communications relating to the production; and
4.2.3.3 promptly attending at the scheduled time (and ensuring the attendance of all employees, officers, agents, guests and other representatives at the scheduled time) all filming, recording and other appointments that have been arranged by Studio Stroud; and
4.2.3.4 promptly reviewing, providing feedback and providing sign off of all mock-ups, edits and renders of the Final Work.
4.2.4 provide Studio Stroud, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by Studio Stroud;
4.2.5 promptly provide Studio Stroud with such information and materials as Studio Stroud may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.2.6 unless agreed otherwise in the Order, inform all employees, officers, agents, guests and other representatives at its premises and/or the Location of the proposed filming and obtain relevant release forms duly signed by all such persons;
4.2.7 unless agreed otherwise in the Order, be responsible for the sourcing and engagement of the Location and any individuals who will be filmed, recorded or otherwise feature in the Final Work;
4.2.8 unless agreed otherwise in the Order, obtain and maintain all necessary licences, permissions, waivers and consents which may be required for the Services and the publication, use and retention of the Rushes and the Final Work before the date on which the relevant part of the Services are to start (as may be set out in the Work Process), including in relation to the Location and any individuals who will be filmed, recorded or otherwise feature in the Final Work;
4.2.9 give Studio Stroud access to the Client’s personnel and instruct such personnel to assist and support Studio Stroud wherever possible, to comply with Studio Stroud’s reasonable requests in making the Final Work, and in particular to promptly provide such information as Studio Stroud may request; and
4.2.10 provide access to digital information, company graphics and website for use in the Final Work.
4.3 Once the Final Work has been signed off by the Client, Studio Stroud shall not be liable for any inaccuracies or errors in, and shall not be obliged to make any further changes to, the Final Work. It is therefore the Client’s responsibility to check the Final Work thoroughly before providing final sign-off.
5. Credit
Subject to Studio Stroud duly rendering the Services and not being in breach of any of its material obligations under this agreement, the Client authorises Studio Stroud to insert, or have the appropriate third party insert, credit as the producer of the Final Work on the end credits of the Final Work, with its name and web address printed on all hard copies of the Final Work and included alongside all online versions of the Final Work.
6. Fees and Payment
6.1 In consideration of the provision of the Services by Studio Stroud, the Client shall pay to Studio Stroud the fees set out in, and in accordance with, this clause 6 (Fees).
6.2 Unless Studio Stroud explicitly agree otherwise in writing, the Fees payable shall be calculated on the basis of the time and materials incurred in providing the Services, in accordance with Studio Stroud’s schedule of rates as updated from time to time.
6.3 The fees set out in the Order (Estimated Fees) are an estimate of the time and expense that will be required to carry out the Services and produce the Final Work, and such Estimated Fees shall not be binding on Studio Stroud.
6.4 Studio Stroud shall be entitled to invoice each unit on the basis of a full eight-hour day being worked. Studio Stroud shall be entitled to invoice any unit of work which is less than such full eight-hour day as though a full eight-hour day was worked.
6.5 Studio Stroud shall be entitled to charge an overtime rate of 200% of the daily fee rate (on a pro rata basis) for any time worked by individuals over and above the eight-hour day set out in clause 6.4 above, and for any days worked on weekends or bank holidays.
6.6 Where travel is required the day before or after any day on which Services are provided, Studio Stroud shall be entitled to charge Fees for that day of travel at the full rate set out in the schedule of rates in accordance with clauses 6.2 and 6.4, such sums shall be payable in addition to any expenses referred to in clause 6.15.
6.7 Unless such inability is due to an act or omission of Studio Stroud, if Studio Stroud is unable to provide the Services or any part thereof, including as a result of an act or omission of the Client or a Force Majeure Event, then Studio Stroud shall be entitled to invoice the Client for the entire amount of Fees it would have charged had it been able to provide such Services or part thereof, including any costs and/or expenses which have already been paid or incurred.
6.8 Subject to the provisions of this agreement, Studio Stroud shall be entitled to invoice the Client for:
6.8.1 50% of the total Estimated Fees, on the date of the Contract (First Payment), such First Payment shall only be refundable in accordance with clause 6.9 below;
6.8.2 25% of the Estimated Fees (or, if the Estimated Fees have increased pursuant to clause 6.11 below, 50% of such Increased Estimated Fees less any sums already invoiced pursuant to clause 6.8.1), on completion of the filming, animation or other production of the Final Work; and
6.8.3 the balance of all Fees incurred, on delivery of the Final Work.
6.9 If the Client cancels the Services:
6.9.1 more than two months before the scheduled commencement of the filming of the Final Work, the Client shall receive a full refund of the First Payment;
6.9.2 more than one month before the scheduled commencement of the filming of the Final Work, up to and including the date falling two months before the scheduled commencement of the filming of the Final Work, the Client shall receive a refund of 50% of the First Payment; or
6.9.3 one month before the scheduled commencement of the filming of the Final Work or later, Studio Stroud shall be entitled to immediately invoice the Client for the full amount of the Estimated Fees or Increased Estimated Fees, or (if greater) the full amount of Fees incurred up to that date,
6.9.4 subject always to the condition that the Client shall not be entitled to a refund of any amounts that relate to costs or expenses that have already been paid or incurred by Studio Stroud relating to the Services.
6.10 For the purposes of clause 6.9, the Client shall be deemed to have cancelled the Services if they fail to respond to any email or other written communication about such Services within a period of one month of the email or communication being sent.
6.11 If, at any time, Studio Stroud cancels the Services, the parties shall seek in good faith to agree an alternative date for the performance of the Services, taking into account the reasonable requirements of each of the parties.
6.12 At any time, Studio Stroud shall be entitled to increase its estimate of the total Fees that will be incurred in the provision of the Services (Increased Estimated Fees).
6.13 Studio Stroud shall be under no obligation to commence any of the Services until the First Payment has been paid and received.
6.14 For the avoidance of doubt, Studio Stroud shall be entitled to raise an invoice for the First Payment even if the Client no longer wishes to proceed with the Services or the creation of the Final Work, the First Payment covers the time and materials that Studio Stroud incurs up front on the Services, including in development and pre-production.
6.15 Studio Stroud shall be entitled to invoice the Client for any expenses reasonably incurred by Studio Stroud or by the individuals whom Studio Stroud engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Studio Stroud for the performance of the Services, and for the cost of any materials.
6.16 The Fees and any other sums charged pursuant to the Contract shall be exclusive of VAT, which shall be paid to Studio Stroud in addition on submission by Studio Stroud of a valid VAT invoice.
6.17 The Client shall pay each invoice submitted by Studio Stroud:
6.17.1 within 14 days of the date of the invoice; and
6.17.2 in full and in cleared funds to a bank account nominated in writing by Studio Stroud, and time for payment shall be of the essence of the Contract.
6.18 Studio Stroud shall be entitled to charge the Client an additional 4% of any sums which the Client pays by credit card or debit card.
6.19 If the Client fails to make a payment due to Studio Stroud under the Contract by the due date, then, without limiting Studio Stroud’s remedies under clause 6.11, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.19 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.
6.20 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Storage
7.1 Studio Stroud reserves the right to destroy, delete or otherwise dispose of any Materials if, within 30 Days of delivery of the Final Work, the Client has not requested that Studio Stroud store such Materials.
7.2 If the Client requests that Studio Stroud, and Studio Stroud agrees to, electronically store any Materials, Studio Stroud shall be entitled to charge the Client the sum of £30 per month for each TB of data required (charges can only be made for full terabytes of data).
7.3 If the Client requests that Studio Stroud, and Studio Stroud agrees to, transfer any Materials to the Client (whether before or after delivery of the Final Work) the Client shall pay to Studio Stroud all costs and expenses (including time incurred by Studio Stroud at its schedule of rates as updated from time to time) incurred in carrying out such transfer.
8. Intellectual Property Rights
8.1 Subject to, conditional upon, and in consideration for, payment of the final instalment of the Fees pursuant to clause 6.7.3, Studio Stroud hereby:
8.1.1 assigns to the Client absolutely, subject to clause 8.2 below and to the extent that it is the owner of such copyright, ownership of the copyright subsisting in the Final Work throughout the world for the full period of such copyright by way of present assignment of future copyright; and
8.1.2 grants a non-exclusive, royalty-free licence to the Client, subject to clause 8.2 below and to the extent that it is the licensee of such copyright with an entitlement to grant such sub-licence, to use the copyright subsisting in the Final Work throughout the world for the full period of such copyright.
8.2 Other than copyright subsisting in the Final Work, and unless agreed otherwise in the Order, all Intellectual Property Rights in or arising out of or in connection with the Services, including all Rushes, shall be owned by Studio Stroud.
8.3 Each party shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Contract, and shall use all reasonable endeavours to procure that any third parties shall also do so as necessary.
8.4 The Client hereby grants to Studio Stroud the perpetual, irrevocable right to use the Client’s name, logo and Intellectual Property Rights solely to the extent necessary for the purpose of providing the Services and the Final Work, and exercising its rights under the Contract, including referring to the Client in paperwork and in discussions with third parties in order to indicate the nature of the Final Work, and including them in Studio Stroud’s own promotional materials and showreels in accordance with clause 8.5. The Client warrants that no such use shall infringe the rights of any third party.
8.5 The Client hereby grants to Studio Stroud the perpetual, irrevocable right to use the Final Work and any extracts from the Final Work for its own promotional use in internal and client and prospective client presentations, showreels and on Studio Stroud’s website and other marketing materials.
8.6 The Client hereby warrants, represents and undertakes to Studio Stroud that it does, and shall continue to, either own, or have obtained and paid for licences to use, all materials provided to Studio Stroud by the Client in connection with the production of the Final Work or the provision of the Services.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude Studio Stroud’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, Studio Stroud 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:
9.2.1 loss of profits;
9.2.2 loss of sales or business;
9.2.3 loss of agreements or contracts;
9.2.4 loss of anticipated savings;
9.2.5 loss of use or corruption of software, data or information;
9.2.6 loss of or damage to goodwill; or
9.2.7 any indirect or consequential loss.
9.3 Studio Stroud shall not be liable to the Client, whether in contract, tort (including negligence) or otherwise, for any losses arising as a result of any act or omission of any individual or company who features in the Final Work, including for any defamatory, derogatory or otherwise inappropriate or unlawful acts or statements by such individual or company.
9.4 Subject to clause 9.1, Studio Stroud’s total liability 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 a sum equivalent to the total Fees paid by the Client and received by Studio Stroud under the Contract.
9.5 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10. Termination
10.1 Without affecting any other right or remedy available to it, Studio Stroud may terminate the Contract by giving the Client 20 Business Days’ written notice.
10.2 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:
10.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.2.2 the other party repeatedly breaches any of the term or terms of the Contract in such a manner as:
10.2.2.1 to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
10.2.2.2 to result in Studio Stroud reasonably holding the opinion that it will be unable to provide the Services or deliver the Final Work in accordance with the Contract;
10.2.3 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.2.4 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
10.2.5 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 fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without affecting any other right or remedy available to it, Studio Stroud may terminate the Contract with immediate effect by giving written notice to the Client if:
10.3.1 the Client fails to pay any amount due under the Contract on the due date for payment; or
10.3.2 there is a change of control of the Client.
10.4 Without affecting any other right or remedy available to it, Studio Stroud may suspend the supply of Services under the Contract or any other contract between the Client and Studio Stroud if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2.1 to clause 10.2.5, or Studio Stroud reasonably believes that the Client is about to become subject to any of them.
10.5 On termination of the Contract:
10.5.1 the Client shall immediately pay to Studio Stroud all of Studio Stroud’s outstanding unpaid invoices and interest and, in respect of Services supplied or costs incurred but for which no invoice has been submitted, Studio Stroud shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.5.2 the Client shall return any materials belonging to Studio Stroud and any Deliverables which have not been fully paid for. If the Client fails to do so, then Studio Stroud may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.6 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
10.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect, including clauses 6, 8.4, 8.5, 9, 10, 11.4 and 12.
10.8 For the purposes of clause 10.2 above, any breach of clauses 4.2.2, 4.2.3, 4.2.4, 4.2.5, 4.2.8 and 4.2.9 shall be a material breach of contract.
11. Data Processing
11.1 The Client and Studio Stroud acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Studio Stroud is the data processor in respect of any Personal Data.
11.2 Studio Stroud shall process the Personal Data only in accordance with the Client’s instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by the Client.
11.3 Studio Stroud warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:
11.3.1 take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
11.3.1.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
11.3.1.2 the nature of the data to be protected.
11.4 The Client acknowledges that Studio Stroud is reliant on the Client for direction as to the extent to which Studio Stroud is entitled to use and process the Personal Data. Consequently, the Client agrees to indemnify and keep indemnified and defend at its own expense Studio Stroud against all costs, claims, damages or expenses incurred by Studio Stroud relating to any claim brought by a data subject arising from any action or omission by Studio Stroud, to the extent that such action or omission resulted directly from the Client’s instructions.
11.5 The Client agrees to indemnify and keep indemnified and defend at its own expense Studio Stroud against all costs, claims, damages or expenses incurred by Studio Stroud relating to any failure by the Client to obtain appropriate consent from, or to properly notify, any data subject whose personal data is processed by either the Client or Studio Stroud in connection with the provision of the Services or the use of the Final Work or the Rushes.
11.6 Studio Stroud may appoint a third party to process the Personal Data, provided that it does so on substantially similar terms to this clause 11.
12. General
12.1 Force majeure.
12.1.1 Studio Stroud shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including any:
12.1.1.1 acts of God, flood, drought, earthquake or other natural disaster;
12.1.1.2 epidemic or pandemic;
12.1.1.3 inclement weather;
12.1.1.4 road traffic congestion or closure of roads or other public highways;
12.1.1.5 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
12.1.1.6 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
12.1.1.7 collapse of buildings, fire, explosion or accident;
12.1.1.8 any labour or trade dispute, strikes, industrial action or lockouts;
12.1.1.9 non-performance by suppliers or subcontractors; and
12.1.1.10 interruption or failure of utility service,
(Force Majeure Event).
12.1.2 If the Force Majeure Event prevents, hinders or delays the performance of Studio Stroud’s obligations for a continuous period of more than four weeks, Studio Stroud may terminate the Contract by giving one week’s written notice to the Client.
12.2 Assignment and other dealings.
12.2.1 Studio Stroud may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Studio Stroud.
12.3 Confidentiality.
12.3.1 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, except as permitted by clause 12.3.2.
12.3.2 Each party may disclose the other party’s confidential information:
12.3.3 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 clause 12.3; and
12.3.4 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3.5 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
12.4 Entire agreement.
12.4.1 Except for any Key Client Agreement entered into between Studio Stroud and the Client, 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.
12.4.2 Each party acknowledges that in entering into the Contract it does not rely on, and 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 based on any statement in the Contract.
12.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.5 Variation. Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.
12.7 Severance. 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 clause shall not affect the validity and enforceability of the rest of the Contract.
12.8 Notices.
12.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified in the Order.
12.8.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 or at the time recorded by the delivery service; or, if sent by email, at 9.00am on the next Business Day after transmission.
12.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.9 Third party rights.
12.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.10 Governing law. 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.
12.11 Jurisdiction. Each party irrevocably agrees that the courts of England 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.