1. Introduction

1.1 In these Terms:

i. “we”, “our” or “us” means Studio Sulis Limited (company number 13832693). Studio Sulis is a trading name of Studio Sulis Limited;
ii. “you” or “your” means the client referred to in the Contract.

1.2 These Terms may be varied by us from time to time. Your continuing instructions to us will amount to your acceptance of these Terms and the basis upon which we are accepting your instructions.

2. Definitions In these Terms, the following definitions apply:

‘BrandLite’ - our initial client onboarding proposal as described on our Site.

‘Charges’ - the charges and fees payable by you for the supply of the Services as set out in the Contract.

‘Client Materials’ – all materials and data (whether in digital or paper form) you supply to us at any time.

‘Contract’ – our agreement with you which will be set out in our quote, invoice and confirmation email.

‘Deliverables’ – all documents, drafts, graphics, materials and proposals we produce in relation to the Services, whether draft or final.

‘Services’ – the services we agree to provide or have provided pursuant to the Contract.

‘Site’ – our website at www.studiosulis.com.

3. Scope of instructions

3.1 The scope of our instructions will be set out in the Contract.

3.2 The Contract will commence when it has been signed by you and if required, you have made payment to us of the first sum due as set out in the Contract. It will continue until the Services are completed, unless it is terminated earlier in accordance with these Terms.

4. Our obligations

4.1 We will supply the Services to you in accordance with the Contract and these Terms.

4.2 In supplying the Services, we will:

i. perform the Services with reasonable care and skill; and
ii. take reasonable care of all Client Materials in our possession and make them available for collection by you on reasonable notice and request.

5. Your obligations

5.1 You will:

i. co-operate with us in all matters relating to the Services;
ii. provide us promptly with such information as we may need to provide the Services and ensure it is accurate and complete;
iii. review any Deliverables we provide and promptly let us have your comments; and
iv. inform us of any change in your circumstances which may affect your instructions and our ability to provide the Services.

5.2 Any timescales set out in the Contract will be subject to you complying with your obligations in clause 5.1 and may, subject to clause 6.3, be extended where you do not comply with those obligations.

5.3 If our ability to provide the Services is prevented or delayed by any act or omission by you or your agents or contractors, we shall:

i. not be liable to you for any costs, charges or losses you incur either directly or indirectly as a result of such prevention or delay; and
ii. be entitled to recover from you our Charges and any additional costs, charges or losses we incur either directly or indirectly as a result of such prevention or delay.

6. Charges and expenses

6.1 Our Charges and the timing of payment will be set out in the Contract and you agree to pay the Charges in accordance with the Contract.

6.2 Unless stated in the Contract, the fee paid for a Brandlite will be deducted from the fee payable for a full package signed up within 3 months of completion of the final Brandlite report.

6.3 In the event that: i. the parameters of the Services change; ii. you request more than two rounds of changes to any part of the Deliverables; or iii. there is a delay in completion of the Services because you have not complied with your obligations in clause 5.1, we will inform you as soon as reasonably practicable of any change to our Charges that may apply to the additional work that will be required.

6.4 Our Charges may include disbursements and expenses payable to third parties which will be charged at cost. These may include printing costs, domain registration and/or transfer fees and web hosting fees. You agree to repay us for such disbursements and expenses we pay on your behalf and we may ask you to place us in funds before we incur certain disbursements and expenses.

6.5 If you fail to make any payment due to us under the Contract by the due date then without limiting our remedies under clause 9:

i. we may suspend all Services until payment has been made in full;
ii. you will pay interest on any overdue sum from the due date until payment of the overdue sum, whether before or after judgment on a daily basis at a rate of 4% above the Bank of England base rate from time to time; and
iii. we may use the Deliverable as we see fit.

7. Websites

7.1 The provisions of this clause 7 apply where the Services include the provision of a website.

7.2 We will make every effort to ensure your website is designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge etc.). You agree that we cannot guarantee correct functionality with all browser software across different operating systems.

7.3 We cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the you. If required, we reserve the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

7.4 Where the Services include the provision of a website for which you already own the domain, you will cooperate and provide all necessary assistance required for the transfer of the domain to such hosting company as we require. You agree and acknowledge that your website can only go live once your domain has been transferred.

7.5 Where we have completed your website but your domain has not been transferred due to your act or omission, we may treat the Services as complete whereupon the balance of our Charges and any other sums that are payable will be immediately due and payable by you.

7.6 Due to external factors, such as changes to the way search engines rank websites, we cannot offer any guarantees regarding the position we will achieve for websites. The process of optimizing websites itself will bring in more traffic and hits and you’ll see visits increase to your site naturally. We cannot accept liability for any change in rankings, or drop off in the position of your website due to changes in the algorithms of the search engines or the factors that they use to rank websites.

8. Intellectual property

8.1 We shall retain ownership of all intellectual property rights in the Deliverables until all payments due for the Services have been made in accordance with the Contract.

8.2 You permit us to use the Client Materials for the term of the Contract to enable us to provide the Services.

8.3 You represent and warrant to us that you are the owner of all Client Materials and will indemnify us in respect of any claims, losses, costs or damages suffered by us where any of the Client Materials infringe the intellectual property rights of any third party.

8.4 You acknowledge and agree that all intellectual property rights in any initial designs or work not forming part of the final Deliverables will remain solely with us.

9. Termination

9.1 You may terminate the Contract in writing at any time but we will be entitled to keep the Deliverables while there is money owing to us for our Charges under clause 6.

9.2 We may decide to stop acting for you only with good reason, for example, if you do not pay our charges or expenses when they are due, you fail to comply with our request for a payment on account, you fail to provide us with clear instructions or you do not cooperate in the transfer of a domain name.

9.3 During the term of the Contract, if you do not provide any feedback within 28 days of provision of a Deliverable, we may treat the Services as complete whereupon the balance of our Charges and any other sums that are payable will be immediately due and payable by you.

9.4 If you or we decide to terminate the Contract, we will still be entitled to receive payment of our Charges for Services performed up to the date of termination and any other sums that may be payable.

10. Limitation of liability

10.1 Nothing in these terms will limit or exclude our liability in any way that is not permitted under applicable law.

10.2 Nothing in this clause 10 shall limit your obligations under the Contract to pay our Charges.

10.3 Our total liability to you for all loss or damage shall not exceed £1,000.

10.4 We will not be liable to you for any losses arising out of events beyond our reasonable control.

10.5 To the maximum extent permitted by law, we accept no liability for any of the following:

i. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
ii. loss or corruption of any data, database or software;
iii. any special, indirect or consequential loss or damage.

11. Jurisdiction

These terms are governed by the laws of England and will be subject to the exclusive jurisdiction of the English courts.

Revised June 2023