Terms & Conditions
1 Definitions
1. 1
“Company” shall refer to Fruitful Studio Ltd of The Design Chapel, Cemetery Road, Southampton, Hampshire SO15 7AF.
1. 2
“Client”means the person, firm or corporate body together with any subsidiary or associate company as defined by the Companies Act 2006 requiring the Services of the Company.
1. 3
“Commencement Date”shall refer to the date of this Agreement which will be the date at which the Service will be deemed to begin.
1. 4
“Service” and “Work” shall refer to the services defined under the Company Estimate Document.
1. 5
“Company Estimate Document” shall refer to the document provided to the Client prior to the engagement of the Service which details the services to be carried out by the Company together with the written quotation for the Service.
1. 6
“Agent” shall refer to one or more independent consultants or agents used by the Company from time to time to assist with the performance of the Services defined under Section [ ] of this Agreement.
1. 7
“Proofs” shall refer to printed or digital samples of the design work provided by the Company.
1. 8
“Hosting” means the Service provided by the Company which allows the Client’s website to be accessed by users across the World Wide Web.
1. 9
The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.10
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
2 The contract between us
2. 1
These terms shall come in to effect from the Commencement Date and shall continue until either party wishes to terminate the Agreement in accordance with Section 4 and 12.
2. 2
No variation or alteration of these terms shall be valid unless approved by the Company and the Client in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3 Scope of service
3. 1
The Company shall carry out the Services defined under the Company Estimate Document.
3. 2
The Company Estimate Document shall be valid for 30 days from the date of the document.
3. 3
For Graphic Design, Artwork, Illustration and Photography, proofs/visuals shall be referred to the Client before proceeding with the Service.
3. 4
Although the Company will use its reasonable endeavours to meet any deadlines agreed for the completion of the Service, the Company cannot guarantee against any delays in the Service.
3. 5
Ongoing support after the Completion of Service shall be in accordance with Section 6.
3. 6
The Company shall have the right to provide a suitably qualified and skilled Agent to perform the Services on behalf of the Company.
3. 7
Significant alteration or amendment to the Service requested by the Client will be subject to a new Company Estimate Document.
3. 8
The Company shall refuse any Service requested by the Client that the Company at its own discretion decides is distasteful or morally questionable.
4 Completion of Service
4. 1
The Service shall be deemed complete 7 working days after the Company has served notice of completion to the Client.
4. 2
Once notice is served, the Client may notify the Company within 7 working days to confirm their acceptance of the work completed by the Company. Any requests to amend the work after this period will be subject to a new Agreement.
4. 3
For the purpose of clause 4.1 above, notice of completion shall be served to the Client by way of electronic mail or written notice delivered to the Clients last known address.
5 Additional work
5. 1
Work after the Completion Date is at the Company’s sole discretion and the Company shall be under no obligation whatsoever to the Client to continue any support howsoever arising unless otherwise agreed in writing.
5. 2
Should the Company agree to carry out additional work in connection to the Service defined under the Company Estimate Document, a minimum fee of £65 per hour will be applicable in accordance with Section 10.
6 Hours of business
6. 1
The Company operates between the business hours of 9.00am – 5.30pm UK Greenwich Mean Time, Monday to Friday, excluding public holidays.
6. 2
An additional charge in accordance with Clause 5.2 shall apply for any development time required outside of the Company’s business hours.
7 Company obligations
7. 1
During the term of this Agreement the Company shall:
7. 1. 1
Provide the Services with reasonable care and skill and to the best of the Company’s ability;
7. 1. 2
Promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Client.
7.2
We respond to customer contact within 5 business days.
8 Client obligations
8. 1
The Client shall, at its own expense, supply the Company with all necessary documents, software, data or other information or materials relating to the Service within a reasonable time in order for the Company to perform the Service effectively.
8. 2
Subject to Clause 8.1 above, it is the responsibility of the Client to ensure that all information provided to the Company is correct, complete, accurate, legible and in the correct form.
8. 3
The Client shall, in accordance with Section 4, exercise its own skill and judgment when signing off the work provided by the Company in order to deem the Service complete. Any errors or omissions in the work are the responsibility of the Client thereafter.
8. 4
In respect of any illustrative or Photography Services, the Client shall not modify, alter, retouch, destroy, damage or change the work in any way without the prior written consent of the Company.
8. 5
The Client shall be responsible for the safe return of all property to the Company no later than 3 months after the delivery of the work unless otherwise agreed in writing by the Company.
8. 6
For Services in connection with Website Hosting, the Client must have full permission for the content used on the Website which must not consist of illegal content.
8. 7
The Client shall include an acknowledgement or credit when publicly displaying the work provided by the Company. The acknowledgement shall incorporate the Company’s trade name or logo which the Company will send to the Client.
8.8
Any reports of phishing or abuse will be sent to hello@fruitful.studio where the Company will respond within 5 business days.
8.9
If the Client is unhappy with the services of the Company, a complaint can be made to hello@fruitful.studio and can be escalated to the company director if unsatisfied with the initial solution. The client can expect to receive a response within 5 business days.
9 Guarantees
9. 1
The Company shall provide a 6 month guarantee from the date of completion of the Service against the following:
9. 1. 1
Any defects or breaks in the functionality of the Work;
9. 1. 2
Any bugs that appear in the browser;
9. 2
The Company expressly excludes any Guarantee for problems that arise from web browsers released over 2 years before the date of this Agreement.
10 Fees and payment terms
10. 1
The Client shall pay to the Company the fee stated on the invoice in accordance with the payment terms stated on the Company Estimate Document within 30 days of the date of the invoice.
10. 2
All fees are quoted exclusive of VAT.
10. 3
For Additional Work Fees, a separate invoice will be provided to the Client and will be payable in accordance with the terms of this Agreement.
10. 4
For late payments, the Company reserves the right to charge interest at the prevailing Bank of England base rate plus 8% until full payment is received.
10. 5
Payment must be made by BACS, CHAPS, Cash or Cheque made payable to 3 Men Squared Ltd.
11 Expenses
11. 1
The Client shall bear the costs of delivery which will be invoiced to the Client in accordance with Section 10 above.
11. 2
The Client shall reimburse the Company for out of pocket expenses reasonably incurred by the Company in the proper provision of the Company’s services hereunder provided that on request the Company shall provide the Client with such vouchers or other evidence of actual payment of such expenses as the Client may reasonably require.
11. 3
If the Company is required to travel abroad in connection with the provision of the Services, the Client shall reimburse the Company with any travel expenses incurred in accordance with Clause 11.2 above.
12 Cancellation
12. 1
The Client may cancel this Agreement by way of written notice at any time before the Commencement Date of the Services.
12. 2
In the event that the Client wishes to cancel this Agreement after the Commencement Date of the Services, the Client shall be liable for the full payment of any work carried out and any expenses incurred by the Company up to the date of cancellation.
12. 3
For the purpose of Clause 12.1 above, written notice must be delivered to the Company’s last known registered office address.
12. 4
Either party may terminate this Agreement with immediate effect without notice in the event that a serious breach occurs by either party to this Agreement.
13 Indemnity
13. 1
The Client shall indemnify the Company against any liability which shall include, without limitation, all losses, costs, claims, expenses, demands, actions, damages, legal expenses and other fees incurred or suffered as a result of the Client’s breach or non fulfilment of the terms of this Agreement.
14 Disclaimer - IMPORTANT
14. 1
With the exception of any rights which the Client may have under applicable law, all warranties, conditions and other terms implied by statute or common law are hereby expressly excluded from this Agreement to the fullest extent permitted by law.
14. 2
The Company disclaims all liability for any consequential loss arising from, or in connection with, the Services supplied by the Company.
14. 3
For the purpose of this Agreement, ‘Consequential loss’ shall include, but not be limited to (i) Pure economic loss (ii) Loss of profits (iii) Losses incurred by any third party (iv) Loss of revenue (v) Loss of goodwill and reputation (vi) Loss of opportunity.
14. 4
The Company shall not be liable whatsoever for any loss of confidential information or data in connection with the Company’s Hosting Service. Liability for the recovery of data is also expressly excluded.
14. 5
The Company shall not be liable whatsoever for any negligent acts or omissions conducted by its Agents.
14. 6
This Agreement shall not disclaim any liability for personal injury or death arising from the Company’s own wilful misconduct or negligence.
15 Confidential Information
15. 1
The Company acknowledges that during the term of this Agreement the Company will have access to Confidential Information. The Company has therefore agreed to accept the restrictions in this clause 15.
15. 2
The Company shall not (except in the proper course of its duties) either during the term of this Agreement or at any time after the Completion of Service, use or disclose to any person, firm or company any Confidential Information. This restriction does not apply to:
15. 2. 1
any use or disclosure authorised by the Client or required by law; or
15. 2. 2
any information which is already in, or comes into, the public domain otherwise than through the parties unauthorised disclosure.
16 Data Protection
16. 1
The Client consents to the Company holding and processing data relating to the Client in accordance with the Data Protection Act 1998 of which the Company is a registered Data Controller under the name of Fruitful Studio Ltd for the purpose of the Act.
17 Force Majeure
17. 1
If an instance of force majeure leads to the interruption of the Services, the Company will be released from its obligations under this Agreement for the period when the works are interrupted. If in the case of force majeure the fulfilment of the Service is totally prevented on a continuing basis, then the Company shall be entitled to terminate the contract.
17. 2
Claims for damage shall be expressly excluded in the event of a force majeure, and this shall include but not be limited to instances of: Strikes and lock-outs, natural disasters, geological changes, war, intervention by and state or authority.
17. 3
In the event of a force majeure, the Company shall immediately inform the Client of the details of the intervening event and discuss the appropriate measures to be taken.
18 Intellectual Property
18. 1
The intellectual property rights vested in any copyright, software, specifications, registered and unregistered designs, materials, documents, drawings, photography, models, procedures, data or any other intellectual property rights in the Work carried out by the Company shall remain in the ownership of the Company unless otherwise agreed in writing.
18. 2
The Copyright in the Work can be purchased by the Client in consideration for an extra fee subject to a separate agreement.
19 Intellectual Property
19. 1
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Company and the Client shall have any rights under it.
20 Illegality
20. 1
In the event that a provision or term of this Agreement is declared illegal or invalid or unenforceable for any reason, such terms or provisions shall be removed from this Agreement and the remainder of the Agreement shall continue in full effect.
20. 2
Pursuant to Clause 20.1 above, if any term or provision is removed from this Agreement which substantially alters or affects the commercial basis of this Agreement the parties shall negotiate in good faith to amend or modify the provisions and terms of this Agreement as are necessary or desirable in the circumstances.
21 Governing Law
21. 1
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be referred to an independent arbitrator and governed by and construed in accordance with English law.
21. 2
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that cannot be resolved by an independent arbitrator.
Terms & Conditions
Cookies
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We use Google Analytics (GA4) and Google signals to collect data about the traffic that our website receives to better understand where our traffic is coming from and how the website is being used. This allows us to ensure that we are providing a positive browsing experience for all our users. The information gathered and available to us is anonymised and never shared with third-party vendors.
Information collected by Google may include end user location, search history, YouTube history and data from sites that partner with Google. The data that you choose to share with Google whilst logged in to your account can be accessed and/or deleted via this link: Manage My Activity.
Website Terms of Use
Visitors to our website are required to accept the following terms and conditions in return for the information given to them on this website.
We use our reasonable efforts to include accurate and up to date information on all pages of our website. Information is for guidance only and is not intended to form any part of a contract and can be subject to change without notice. We shall not be liable for any direct, indirect, incidental, consequential or cumulative losses or damages arising out of the use or inability to use these pages, any errors, misrepresentations or omissions on the material contained on them.
The information on the pages of this website has been prepared with reasonable care and is believed by us to be legal, honest, decent and truthful as of the date of its preparation.
You agree that the material downloaded or otherwise accessed through the use of the web pages on our website is obtained entirely at your own risk and that you will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data even if we have been advised of the possibility of any such damage.
We do not accept any liability in connection with any third party websites which may be linked or accessible through our own website and we do not endorse or approve the contents of any such site.
In relation to a dispute arising out of this website you the user and Fruitful Studio Ltd agree to submit exclusively to the jurisdiction of the courts of England and Wales.
Except where expressly stated to the contrary the text and graphics in the information contained in this website is the copyright of Fruitful Studio Ltd.
You may download or print out individual selections of the web pages on our website only if explicitly used for your own personal information and not to be publicly reproduced. Permanent copying or storage of whole or part of this website or the information contained in it or reproduction or incorporation of any part of it in any other work or publication whether on paper or electronic media or any other form is expressly prohibited.
The entire contents of this website remains our property and is copyright with all rights reserved.
Privacy Policy
Information Collection and Use
Fruitful Studio Ltd is the sole owner of the information collected on this site. We will not sell, share, or rent this information to others. Fruitful Studio Ltd collects information from our users at several different points on our website. If you would like a copy of our GDPR Privacy Notice, please contact us.
Log Files
We use IP addresses to analyse trends, administer the site, track user's movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.
Security
This website takes every precaution to protect our users' information. When users submit sensitive information via the website, your information is protected both online and off-line.
We do not ask for sensitive information such as credit card numbers online.
We do everything in our power to protect user-information off-line. All of our users' information, not just the sensitive information mentioned above, is restricted in our offices. Only employees who need the information to perform a specific job (for example, billing or customer services) are granted access to personally identifiable information.
Supplementation of Information
Fruitful Studio Ltd does not share any information we receive from this website with any third party sources.
Site and Service Updates
We may send the user site and service announcement updates. Customers are not able to un-subscribe from service announcements, which contain important information about the service. We communicate with the user to provide requested services and in regards to issues relating to their account via email or phone.
Notification of Changes
If we decide to change our privacy policy, we will post those changes on this page so our users are always aware of what information we collect, how we use it, and under circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.