Terms & Conditions

1. Definitions

In these terms and conditions “the Company” shall mean Klutch Studio Limited and ‘the Customer’ shall mean the Party with whom the Company enters into a Contract.

2. Contract Terms

These Conditions shall apply to all goods and services supplied by the Company. Any provision, stipulation or condition in the conditions of the order of the person, firm or company to whom such goods and services are supplied – the Customer – or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.

These Conditions are to complement any Scope of Works or Cost Proposal drawn up for the person, firm or company to whom such goods and services are supplied.

3. General Assumptions
  1. The company timelines and costs are based on the availability of the Customer meeting participation and approval. Delay in participation may result in the delay of the whole project, and the Company will not bear accountability for any delays in the project as a result of the Customer's failure to meet approval, content supply or meeting deadlines.
  2. If the delivery of any deliverables is delayed as a result of the Customer, the Company reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. The issuing of these interim invoices may occur outside of the agreed payment schedule.
  3. The Customer will provide 1 project lead and will ensure a streamlined process and consolidated feedback. This feedback must be in written form.
  4. Where necessary, the Company may engage specialist 3rd party vendors to ensure the timely and quality delivery of any works commissioned.
  5. Should further deliverables or services be required, a Change Order will be issued to cover additional costs, as per the Change of Scope procedure outlined in the proposal submitted to the Customer by the Company.
  6. ‘Project Management’ covers the management of design and development and management (not creation) of content.

4. Charges, Estimates and VAT
  1. The Company shall charge such costs, charges and expenses as shall be agreed in writing with the Customer for the supply of any goods and services.
  2. Estimates/quotes are valid for 14 days from the date of which the Scope of Work or Proposal was supplied to the Customer, within which time the Company will require written approval to proceed and/or a Purchase Order number from the party responsible for paying our invoices.
  3. Estimates are based on the Company’s current costs of production and, unless expressly otherwise agreed in writing, are subject to amendment on or at any time after acceptance by the Customer to cover any rise or fall in such costs.
  4. All costs listed in the Scope of Work or Proposal supplied exclude VAT unless explicitly specified as otherwise. VAT is listed in a separate column on all estimates and clearly outlined.
  5. In addition to the charges, the Company may incur additional costs (to include but not to be expressly limited to artwork, photography, printing, advertising, research studies, and exhibition materials) on behalf of the Customer in the proper performance of its services within the Contract. Such costs are to be approved in advance by the customer, charged to the Customer, if applicable, or included within the written Scope or Work or Proposal of each project.
  6. The Company will not be required to make substantial advance payments or enter substantial financial commitments on behalf of the Customer and, if so requested the Customer will, upon request, pay the amount of such commitments immediately to the Company.
  7. Pass-through costs are separate to estimates and will be invoiced separately. These include pre-approved out-of-pocket and third-party expenses that are incurred as part of the project, such as travel and accommodation expenses, courier costs, image usage rights, or requested legal advice.
  8. All costs stated in the Scope of Work or Proposals are based on the information given at the time of it being issued. Any additional information supplied may result in additional costs.
  9. Estimates do not include any costs associated with the translation or internationalisation, nor any activities, deliverables or services related to ensuring the final output from this project is fit for use on any other platform.
  10. The costs stated are in British Pounds Sterling (£), and all invoices must be paid in this currency unless explicitly agreed to before the invoice(s) in question is/are due.
  11. Pricing is an estimate based on the ‘potential scope’ and may need to be re-confirmed once all tasks have been clearly scoped out.
  12. Payment will be required at four key dates within project durations ahead of new phases of work being undertaken unless otherwise agreed in writing.

5. Preliminary work

All experimental work shall unless agreed expressly otherwise, will be charged to the Customer if used in a commercial context.

6. Terms of Payment
  1. The Company reserves the right:
    1. To invoice the Customer for pre-approved disbursements incurred by the Company and any such invoice shall be due and payable immediately;
    2. To ask the Customer to provide payments on account for specific works done or to be done and expenses incurred or likely to be incurred on the Customer’s behalf;
    3. To invoice the Customer for part costs to be incurred once initial approval to proceed is received from the Customer;
    4. To suspend work until such payments are made.
  2. All other invoices shall be paid in full within 30 days of the date of invoice unless otherwise agreed in writing.
  3. All invoice queries should be notified to the Company within seven days from the date of the invoice or shall be deemed accepted.
  4. Any late undisputed payments will incur a cost of 2% per month until paid. In the event of late payments or missed payments, the Company reserves the right to cease all creative or strategic work and take down any website with 48 hours notice.
  5. In the event of late payment or non-payment of debts by a third party introduced by a contact or agency as ‘the Customer’ this debt will revert to the introductory agent or contact.

7. Authority & Proofs
  1. Written approval by the Customer of designs, drafts, proofs or estimates may be taken by the Company as authorisation to proceed and to enter into contracts with suppliers based on such quotes.
  2. Proofs of all work shall be submitted for the Customer’s approval and the Company shall not be liable for errors not corrected by the Customer in such proofs. The Customer’s alterations and additional proofs necessitated thereby shall be charged in additional charges. No responsibility will be accepted for any more errors in proofs accepted by the Customer

8. In Scope
  1. All design works listed in the Scope of Works and Proposals submitted by the Company will cover the presentation of two initial design concepts plus up to two design review/ customer amendment stages thereafter, unless explicitly stated as otherwise in the Scope of Work. Additional stages of review shall incur an additional cost, separate to the initial estimate.
  2. The estimate supplied to the Customer by the Company is based on the potential scope included and does not include other requirements. Any other requirements are to be produced and quoted separately.
  3. During the execution of items detailed within the Scope of Work or Proposal supplied, additional items may be identified that will improve the final product and/or service delivered. These will be scoped out and costed separately.

9. Change in Scope Procedure
  1. Upon delivery of a final quotation based on a fixed scope, any services or deliverables beyond the scope set out in the initial Scope of Work document supplied by the Company will be considered a Change Request and will require a separate quotation or Change Order.
  2. Such incremental scope shall be dependent on the negotiation, in good faith between the Company and the Customer of any changes or additions to the schedule, service, deliverables, fees or pass-through costs. Such changes shall be detailed in writing and signed and approved by both parties.

10. Property and Risk in Goods
  1. The Customer shall be deemed to have accepted the goods and services within a reasonable time after delivery, but the Company shall retain ownership of all materials and goods produced by it to the order of the Customer until all goods and services to the Customer have been paid in full.
  2. The risk in the goods shall pass to the Customer upon delivery.
  3. Any material made available to the Company by or on behalf of the Customer shall, while it is in possession of the Company or in transit, be at the Company’s risk and the Company shall be liable for any loss or damage to such materials however caused.

11. Confidentiality
  1. Both the Customer and the Company undertake to keep secret and not to disclose any confidential information which comes to the notice in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement.
  2. The customer’s confidential information shall include, but not be limited to, information and data relating to the customer’s and its subsidiaries’ business and their financial performance and results.
  3. The Company’s confidential information shall include, but not be limited to, details of its fees, costs and unused work and concepts that it has produced. The resultant design work will be used in the Company’s portfolio unless agreed otherwise in advance.

12. Non-Solicitation

For a period of one year after the closing of the transactions contemplated the Customer will not directly or indirectly solicit without written approval from the Company for the employment of any employees, contractors, or consultants of the Company or any of its subsidiaries.

In the event of a breach (or threat of a breach) of this agreement, the Company is entitled to immediate and appropriate injunctive relief, or a decree of specific performance of this agreement, without the necessity of showing any irreparable injury or special damages.

13. Copyright
  1. The copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by the Company listed in the Scope of Work shall be on full payment by Customer, the exclusive property of the Customer.
  2. The Company shall obtain in respect of design, artwork, copy and other work produced by third parties, a valid assignment of all rights of an intellectual property nature from such third parties to the Customer.

14. Insurance

The Company shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may cause directly or indirectly in relation to the provision or non-provision of the Company’s goods and services.

15. Suspension & Termination

The Company shall be entitled to suspend its performance of the contract if and for so long as the Customer is in arrears on any payment to the Company.

Either party shall be entitled to terminate the contract with immediate effect on notice in the event of the bankruptcy, insolvency or liquidation of the other party at any time or the levying of any distress, execution or other legal process upon the other party’s assets or in the event of a receiver being appointed over all or any part of the other party’s assets or in the event of a continuing breach by the other party of any of its obligations.

16. Waiver

The waiver or non-enforcement by a party of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach.

17. Force Majeure

The Company shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lockout, strike, or any other cause beyond its reasonable control and the Company shall not be liable for any loss, damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.

18. Variation
  1. These conditions shall not be varied, waived, or modified except in writing under the hand of a duly authorised officer of the Company.
  2. These conditions override any differing conditions which may appear on the Customer’s order form or other documents.

19. Notice

Any notices required to be given under these Conditions shall be in writing.

20. Governing Law

These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.

21. Naming

Naming will be validated by domain name research and desktop research. Full legal qualification, intellectual property registrations and confirmation of within-use classes are recommended by the Customer or a lawyer beyond this.

22. Digital
  1. Unless clearly specified as otherwise within the Scope of Work submitted by the Company, all website copy will be provided by the Customer. Copywriting by the Company beyond basic editing for grammar and spelling will be viewed as out of scope, and will incur additional charges.
  2. The uploading of content to any website is the responsibility of the Customer unless clearly agreed as otherwise in the Customer’s Scope of Work.
  3. Unless explicitly stated within the Customer’s project proposal, website hosting and other ongoing digital charges are not included and will be priced separately.
  4. Future and ongoing content management system costs if required unless clearly specified within the Customer’s Scope of Work are deemed out of scope and are payable by the Customer.
  5. Quoting for web hosting will take place once the scope of website content is finalised.
  6. Purchase of URLs unless clearly specified within the Customer’s Scope of Work are deemed out of scope and are payable by the Customer.
  7. A delivery timeline will be sent out for digital projects to specify all stages and content delivery deadlines.
  8. Failure by the Customer to supply information or maintain the payment plan may result in the project being halted or delayed.
  9. On-page SEO principles will be considered during website design and build. This does not include specific targets, and the Company cannot bear responsibility for a failure to improve any search engine rankings or website visitor numbers.
  10. During the review of proposed wireframes, the Company reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
  11. Feedback on all stages must be consolidated and supplied by a maximum of 2 named stakeholders.
  12. Feedback otherwise supplied will be referred back to the Customer.
  13. A bespoke CMS training session is included in the web build cost and once delivered the responsibility for content input moves to the Customer.
  14. The completion/sign-off point is defined by the ‘Go Live’ date.
  15. After this date, the Customer has a period of 14 days to feedback on any inconsistencies within the site performance.
  16. Any new changes to the web build thereafter, are considered amends and will need to be quoted.
  17. If the Customer chooses in future to use a 3rd party developer to build a website or application designed by the Company, we will not bear responsibility for the failure of the said 3rd party to deliver the website or application effectively.
  18. All extensions, external and internal API and time taken for code mining will be billed separately.

23. Content
  1. Prior to project commencement, the Company is to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, colour palettes, image style, existing brand language and tone of voice guidelines, and layout guidelines.
  2. All design files must be supplied to the Company in an editable Adobe Creative Suite file or Figma format.
  3. All necessary images and text will be provided to the Company prior to project commencement. Failure to do so may delay the project beyond the expected timeframes.
  4. Unless clearly specified as otherwise within this proposal, all copy will be provided by the Customer. Copywriting by the Company beyond basic editing for grammar, spelling and tone of voice will be viewed as out of scope, and will incur additional charges.
  5. Unless explicitly stated within the Scope of Work or Proposal, the population of templates and other variable and/or personalised brand items will be deemed out of scope and may incur additional charges. If the project is delayed or extended over the scheduled time frame due to requests made by the Customer or failure to supply the content required at any point within the project this will be charged individually.
  6. Scope of Work or Proposals do not include a cost for print collateral or media buying spend unless specified.

24. Billing

This activity will be listed in your project proposal.

  1. If multiple elements are completed in the same month they will be invoiced together.
  2. All external costs such as photography, hosting or advertising will be billed as they occur.

25. Deliverables

These will be outlined in your Scope of Work or Proposal.