Terms of Business
Terms and Conditions
Our Terms of Business (“Terms”) apply to all clients, users, and visitors of our website, as well as the services we provide (“Services”). By engaging with Studio Gallant (“Supplier“) for any services, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.
“Client” refers to the individual or entity that has engaged Studio Gallant for its services.
“Services” refer to any design, branding, and creative services provided by Studio Gallant to the client.
“Agreement” refers to the terms and conditions outlined in this document.
“Client Materials” refers to information, documents, reports, data, logos, artwork, apparel, goods, client equipment, and intellectual property rights of the Client, its Affiliates, or licensees, reasonably required by the Supplier to provide the Services. These may be specified in the Statement of Work (SOW).
“Deliverables” are any materials or items created solely by the Supplier for the Client as part of the Services, as defined in the relevant SOW. This includes Supplier Materials, Third Party Materials, and Supplier Proprietary Materials where applicable.
“Expenses” refers to the reasonable expenses incurred by the Supplier during the provision of Services, such as travel, lodging, and subsistence. These expenses must be approved by the Client in writing, comply with any provided expenses policies, or be outlined in the applicable SOW.
“Fees” refer to the Supplier’s charges for the Services, as specified in the SOW.
“Statement of Work (SOW)” refers to one or more documents that describe the Services and/or Deliverables, Fees, and any Third Party Costs and Expenses. These documents are agreed upon by the Parties.
“SOW Cancellation Notice Period” refers to the notice period or other right, if any, set out in an SOW, allowing the Client to terminate some or all of the Services under an SOW.
“SOW Commencement Date” refers to the specified date for the commencement of the Services as stated in the relevant SOW.
“Term” refers to the period starting on the Commencement Date and continuing until the Agreement is terminated in accordance with its terms.
“Third-Party Costs” refers to the costs charged by the Supplier for goods and/or services procured from Third Party Suppliers in accordance with the Agreement.
“Third-Party Suppliers” refers to entities outside of the Supplier that provides goods and/or services in connection with the Agreement, excluding any Affiliate of the Supplier.
“Third-Party Materials” Materials commissioned by the Supplier from third parties during the Term and incorporated into the Deliverables or pre-existing materials created by a third party that is desired for inclusion in the Deliverables. Goods procured from Third Party Suppliers pursuant to clauses 9 and 10 are excluded.
02 Agreement and
Statements of Work (SOWs)
2.1 The Parties can agree to Statement of Works (SOWs) during the Term, which must be in writing and signed by both Parties.
2.2 SOWs can be in the form of emails or written correspondence and will automatically become part of the Agreement upon execution or acceptance.
2.3 In case of any conflict between these Terms & Conditions and an SOW, the SOW provisions will take precedence.
2.4 Any additional Services or changes to an SOW will be agreed upon in writing between Supplier and Client, including changes to Fees payable to Supplier.
2.5 The Agreement will apply exclusively, and any other terms and conditions will be excluded.
2.6 Each SOW will begin on the date stated and continue for the SOW Term, subject to termination as per clause 15.
03 Providing our Services
3.1 Supplier will provide the Services to the Client according to each SOW.
3.2 Supplier will use reasonable skill and care to perform the Services and provide Deliverables.
3.3 Supplier will assign qualified personnel to provide the Services. The Supplier may need to replace personnel with similar qualifications.
3.4 For advertising materials, Supplier will ensure compliance with UK Advertising Regulations, unless the Client has been warned otherwise.
3.5 Supplier may provide similar services to other parties.
3.6 “Deliverables” in the Agreement means the final versions approved by the Client, not drafts or abandoned concepts.
3.7 If a timetable is provided in the SOW, Supplier will make reasonable efforts to meet it, but time is not essential. Services without a specified timeframe will be completed within a reasonable period.
04 Client Responsibilies
4.1 The Client must provide clear instructions to the Supplier and ensure that its personnel, suppliers, and agencies cooperate with the Supplier for the successful completion of the Services.
4.2 The Client and its personnel, suppliers, and agencies must treat the Supplier’s employees, agents, and contractors with respect, dignity, and fairness. They must not harass, discriminate, or victimize any of the Supplier’s personnel.
4.3 The Client must promptly provide the Client Materials to the Supplier at its own expense. The Client warrants that the Client Materials are accurate, truthful, complete, and not misleading. The Supplier’s use of the Client Materials must comply with applicable law.
4.4 The Client must comply with the Advertising Regulations and any Specialist Advertising Regulations if its business involves any industry-specific Advertising Regulations or other codes, regulations, statutes, or laws. The Supplier’s responsibility for Specialist Advertising Regulations is limited to following the Client’s clear instructions.
4.5 Unless stated otherwise in the SOW, the Client must source any Promotional Items for the Services and indemnify the Supplier against any losses incurred due to any claims arising from the use or enjoyment of such Promotional Items.
4.6 The Client must indemnify the Supplier against any losses suffered as a result of any use of the Client’s products or services at events or activities hosted by the Supplier in fulfillment of the Services.
4.7 Unless stated otherwise in the SOW, the Client must provide appropriate allergy information to the public at any event or activity involving sampling of the Client’s products where the products include food and/or drink.
4.8 Unless stated otherwise in the SOW, the Client is responsible for procuring all necessary rights, premises, regulatory licenses, permissions, consents, and permits from third parties required for the Supplier to perform the Services at the applicable location. The Client must also make the location(s) from which the Services are to be provided available and safe for the Supplier to perform the Services.
4.9 The Client must not take any video footage, photographs, or other recording of any events, activities, or live performances comprising the Services without the prior written agreement of the Supplier. The Client must indemnify the Supplier against any liability incurred due to any such breach.
4.10 The Client must obtain any necessary waivers, releases, rights, and consents from its personnel or any other individual that the Client is responsible for if they are to be included in photographs or video footage created for the purposes of the Deliverables.
4.11 The Client must comply with any further obligations or responsibilities allocated to it by an SOW and use all reasonable skill and care to fulfill them.
5.1 The Supplier shall deliver physical Deliverables and goods procured from Third Party Suppliers to the Delivery Address stated in the relevant SOW or as agreed by the Parties.
5.2 Once the Deliverables arrive at the Delivery Address, the risk in the physical Deliverables will pass to the Client. The title in the Deliverables will pass to the Client only after the Supplier receives payment in full for the relevant Deliverable.
5.3 The risk in goods procured from Third Party Suppliers will pass to the Client as per the terms of the relevant Third Party Contract. However, the risk in such goods will always be the Client’s, as between the Supplier and the Client.
6.1 The Client can give approval in three ways: by issuing a purchase order with an Authorised Client Approver and/or Client’s Project Manager’s signature; by sending an email from an Authorised Client Approver and/or Client’s Project Manager’s individual business email address; or by signing the Supplier’s documentation.
6.2 The Supplier can give approval in two ways: by sending an email from an Authorised Supplier Approver’s individual business email address or by signing the Client’s documentation.
6.3 When a Party is asked to give approval under or in connection with the Agreement, it should not unreasonably withhold or delay it.
6.4 The Supplier will seek the Client’s prior approval of creative treatments such as scripts, storyboards, copy, layouts, design, artwork, proposed marketing activity. The Client’s approval will authorize the Supplier to enter into contracts with relevant third parties and to prepare draft Deliverables.
6.5 If the Client does not approve of any matter requiring approval, it should notify the Supplier of its reasons for disapproval within seven days of the Supplier’s request (or such shorter period specified by the Supplier). If the Client does not provide such notification, it shall be deemed approved.
6.6 If there is any delay or failure in the Authorised Client Approver and/or Client’s Project Manager giving approvals (or disapprovals) requested under or in connection with the Agreement, the Supplier will not be liable for any resulting delays or adverse impact on the delivery of Services.
07 Project Management
7.1 The Project Management section states that during each SOW term, the Project Managers of both parties will arrange and attend meetings to review the progress of the services and deliverables and resolve any issues that may arise. These meetings will take place at agreed intervals and locations, including telephone or video conferences.
08 Payment of Fees,
Third Party Costs and Expenses
8.1 The Supplier will invoice the Client for all fees, expenses, and third party costs according to the invoicing schedule in the SOW or as specified in the Agreement.
8.2 The Client is not obligated to pay fees, and the Supplier is not obligated to provide services until the applicable SOW has been agreed upon by the parties or until the Client provides a valid purchase order number.
8.3 The Client must pay all invoices in full on the specified payment date or within the terms stated on the invoice. Time is crucial in paying Supplier invoices.
8.4 All fees and sums in the Agreement exclude VAT or other applicable sales taxes, which the Client must pay.
8.5 If the Client fails to pay on the due date, the Supplier can suspend services or require the withdrawal of Deliverables until all outstanding payments are made, and the Client must pay interest on the overdue sum.
8.6 The Supplier can increase the Fees agreed upon in any SOW if the cost of performing the Services increases due to a change made by the Client, changes to the law, Client breach of obligations, or incorrect information provided by the Client.
09 Third-Party Costs
9.1 The Supplier may incur Third Party Costs for goods and services that are part of the Services from third-party suppliers on behalf of the Client. The Client must approve such costs in writing beforehand (or if in the SOW budget), which can include:
a. production work,
b. musical works,
c. talent services,
e. goods suppliers, and
f. legal or professional services providers.
9.2 Third Party Costs for materials or services purchased overseas for the Deliverables may vary due to fluctuations in currency exchange rates. The Supplier will charge the Client at the rate of currency exchange in operation on the date the Supplier pays for the relevant Third Party Costs, which will be the mid-point rate quoted in the next Financial Times edition.
9.3 If any Third Party Costs require advance payment, the Supplier will notify the Client in advance. The Client must pay these costs within the period specified in the relevant invoice.
10 Third-Party Suppliers
10.1 The Supplier can enter contracts with Third Party Suppliers under their standard or individual conditions and contracts (“Third Party Contracts”).
10.2 The Supplier must provide the Client with a copy of any relevant Third Party Contract upon request, subject to confidentiality obligations owed to the third party.
10.3 Regarding Third Party Contracts:
a. The Client’s right to use or benefit from Services or Deliverables from Third Party Contracts is as stated in those contracts;
b. Any charges or liabilities caused by the Client or any third party acting for them under Third Party Contracts are the Client’s responsibility;
c. The Client indemnifies and keeps the Supplier indemnified against any Losses caused by the Client putting the Supplier in breach of Third Party Contracts.
10.4 Third Party Suppliers are not the Supplier’s subcontractors, and their goods/services are not Services under the Agreement. However, procurement/use of these goods/services can be Services if the Supplier uses its judgment/skill in procuring, deploying, or using them.
10.5 Unless at the Client’s request, the Supplier selects and appoints Third Party Suppliers of goods and services with reasonable care and skill, and uses them with relevant goods/services.
10.6 The Supplier makes no warranty about Third Party Suppliers’ goods/services and has no liability for their acts or omissions. The Supplier will attempt to recover any Loss suffered by the Client as a result of the Third Party Supplier’s act or omission if instructed by the Client at the Client’s cost. If the Supplier recovers any Loss, it will be liable to the Client for the recovered sums attributable to the Loss.
10.7 The Supplier will use reasonable skill and care to ensure that goods/services conform to any requirements in the relevant SOW if specified as a Supplier responsibility. This includes ensuring talent, models, field workers, brand ambassadors, and performers meet appearance/skill requirements.
11 Intellectual Property
11.1 The Client grants a worldwide, non-exclusive license to the Supplier to use Client Materials within Deliverables and for Service performance, with Client IPR remaining vested in the Client or its licensors.
11.2 The Supplier assigns all IPR in Supplier Materials capable of being assigned, including the right to sue for past infringement of IPR in Supplier Materials.
11.3 Deliverables use outside the Territory requires Supplier agreement and may be subject to further fees and Third Party Costs.
11.4 Supplier Proprietary Materials IPR is owned and remains vested in the Supplier, but the Client receives a royalty-free, non-exclusive license to use such materials in the Territory to enable the use of Deliverables in the relevant SOW.
11.5 The Supplier obtains licenses or consents necessary for Third Party Materials included in Deliverables and notifies the Client of usage restrictions and contractual limitations, with the Client indemnifying the Supplier against any Losses.
11.6 The Supplier takes necessary actions to enable the Client to defend or enforce rights in Deliverables and does not prejudice the Client’s rights.
11.7 The Supplier ensures Moral Rights waiver or non-assertion for Supplier Materials and Supplier Proprietary Materials, and uses reasonable endeavors to do the same for Third Party Materials.
11.8 The Supplier can use broadcast, published, or distributed Deliverables for promotional purposes, retain know-how obtained from the Services and Deliverables, and use the Client’s name and logo with prior approval.
11.9 The Supplier retains ownership of all IPR in Materials forming part of a pitch process, except when such Materials are used in a SOW agreed upon by the Parties.
11.10 The Supplier is not liable for modifications to Deliverables made by the Client or third parties, or for any fault, error, destruction, or degradation due to the Client’s acts or omissions.
11.11 The obligations and terms of this clause survive Agreement termination.
12.1 – The Supplier warrants:
a. They have full power and authority to enter the Agreement without breaching any third-party obligations.
b. The Client’s use of Deliverables under the Agreement and SOW won’t infringe third-party copyrights except for Clause 11.3.
12.2 – The Client warrants:
a. They have full power and authority to enter the Agreement without breaching any third-party obligations.
b. The Client Materials won’t infringe third-party copyrights when used under the Agreement and Client’s written instructions.
c. Client Materials comply with all applicable laws and regulations, including Advertising Regulations.
d. Client Materials are materially accurate and complete.
12.3 – All warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, or otherwise are excluded to the fullest extent permitted by law, including conditions of satisfactory quality or fitness for a particular purpose.
12.4 – The Client releases the Supplier from liability under the Agreement in these situations:
a. Deliverables infringe third-party IPR or breach Advertising Regulations where the Supplier notified the Client of a specific risk, and the Client’s authorized approver and/or project manager approved using the Deliverables despite the risk.
b. The Deliverables incorporate Client Materials according to Client instructions.
13.1 – The Agreement does not limit or exclude either Party’s liability for death or personal injury due to negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded or limited as per applicable law.
13.2 – The Supplier’s maximum aggregate liability for each SOW, regardless of the cause (including breach of contract, negligence, or statutory duty), shall not exceed 100% of the Fees paid or payable to the Supplier for that SOW.
13.3 – Subject to clause 13.1, the Supplier shall have no liability for any direct or indirect loss of profits, contracts, business, goodwill, or data, or for any indirect or consequential loss or damage, even if the possibility of such damages or losses was advised to the Supplier.
13.4 – All implied warranties, conditions, terms, undertakings, and obligations are excluded to the fullest extent permitted by law, including any condition of satisfactory quality or fitness for a particular purpose.
13.5 – The Supplier is not liable for any delay or failure in performance caused by the Client’s failure to perform its obligations, equipment or logistical issues, or compliance with Client instructions where the Supplier has raised a concern.
13.6 – If the Client is a consumer, the Agreement cannot exclude or limit the Client’s statutory rights, especially those under the Consumer Rights Act 2015.
14.1 – Each Party must maintain insurance policies to cover any anticipated liabilities under the Agreement and any policies required by the applicable SOW.
14.2 – The Supplier has no obligation to obtain insurance cover for risks related to terrorism, military action, Covid-19 disruption (or any other endemic or pandemic without readily available insurance), or Loss related to Client Materials. The Supplier is not liable to the Client for any Loss arising from such risks under the Agreement.
15 Variations to /
Cancellation of a SOW
15.1 – Any material amendments to a SOW require written agreement from both parties.
15.2 – The Supplier will continue to perform and be paid for services while awaiting approval for any requested amendments unless otherwise agreed.
15.3 – The Client can request the cancellation of a SOW, subject to compliance with contractual obligations to suppliers.
15.4 – If a SOW is cancelled, the Client must reimburse the Supplier for all fees up to the cancellation date, including any third-party costs or expenses incurred by the Supplier, as well as any charges imposed by third parties arising from the cancellation. The Supplier will try to minimize these expenses.
15.5 – If a SOW is cancelled, the Client must pay cancellation fees based on the SOW Cancellation Notice Period or the entire SOW fee:
a. If a SOW Cancellation Notice Period is set out, the Client will pay the Supplier’s fees for the length of the notice period or other cancellation fees specified in the SOW. If the fees are not equal each month, they will be based on the average monthly fees during the preceding six months or the actual SOW duration, whichever is shorter.
b. If no SOW Cancellation Notice Period is set out, the Client will pay the Supplier’s entire fee for the cancelled SOW.
16.1 – Either Party may terminate the Agreement by giving three months’ written notice without cause.
16.2 – If the termination occurs under clause 16.1, any SOW in effect will not be affected, and the Agreement will continue to be in force for the SOW until its expiration.
16.3 – The Client can terminate an SOW under clause 15.
16.4 – Either Party can terminate the Agreement (including all SOWs) immediately if the other Party:
a) breaches the Agreement and fails to remedy it within 30 days of receiving written notice,
b) becomes insolvent,
c) ceases to operate, or
d) threatens to stop operating.
16.5 – The Supplier can terminate the Agreement immediately by written notice if the Client:
a) does not pay a sum due within 14 days of a demand,
b) breaches clause 4 (dignity and respect), or
c) makes derogatory statements or engages in conduct harmful to the Supplier’s reputation.
16.6 – The termination of the Agreement will not affect the Parties’ rights, remedies, obligations, or liabilities accrued before the effective date of termination.
16.7 – Upon termination, all SOWs will be terminated unless otherwise stated. The Client must pay all sums due up to the effective date of termination, including Fees, Third Party Costs and Expenses. The provisions of the Agreement that survive termination will remain in effect.
17 Force Majeure
17.1 – The Parties shall not be liable for delay or prevention in performing obligations under the Agreement due to uncontrollable acts, events, omissions, accidents, or non-happenings including but not limited to:
a) Industrial actions such as strikes and lock-outs;
b) Unrest, invasion, war (declared or undeclared), terrorism, or preparation for such attacks;
c) Natural calamities like fire, storms, floods, earthquakes, epidemics, pandemics, etc.;
d) Inability to use public or private transport means like railways, shipping, aircraft, motor transport;
e) Compliance with government laws, regulations, or directives.
18 Dispute Resolution
18.1 – Supplier and Client aim to resolve any disputes related to the Agreement in a constructive and bona-fide manner, by following the dispute procedure outlined below, prior to initiating court proceedings. Either Party may start the dispute procedure by providing written notice to the other Party.
18.2 – Disputes will be referred to Client’s head of marketing and Supplier’s Account Manager, and if not resolved within five (5) working days, may be escalated to Client’s CEO and Supplier’s Managing Director.
18.3 – The Parties’ representatives will make reasonable efforts to discuss and resolve the Dispute as soon as possible and without formal proceedings.
18.4 – The freedom to initiate court proceedings for interim relief or to maintain a superior position with regard to other creditors is not restricted by this section.
19 Entire Agreement
19.1 – The Agreement supersedes any prior drafts, agreements, undertakings, representations, warranties, and arrangements relating to the Services, whether or not in writing.
19.2 – Each Party acknowledges that it has not relied on any statements or representations made by anyone other than those expressly incorporated in the Agreement, and any cause of action will be for breach of contract.
20 Entire Agreement
20.1 – Supplier may assign or delegate its obligations under the Agreement, but the Client must obtain Supplier’s written consent to transfer its rights and obligations.
20.2 – Failure to enforce any term, right, power, privilege, or remedy in the Agreement does not constitute a waiver and will not affect the right to enforce it later.
20.3 – Liability to the other Party cannot be set off against any sum due under the Agreement.
20.4 – If any provision is invalid, all other provisions will remain in full force, and if a provision can be modified to make it valid and enforceable, it will be.
20.5 – The Agreement does not create a partnership, joint venture, or agency between the Parties.
20.6 – Any variation to the Agreement must be in writing and signed by each Party.
20.7 – The Agreement is not enforceable by third parties.
20.8 – The Agreement will be governed by the laws of England and Wales.
20.9 – Any disputes arising from the Agreement will be settled by the courts of England and Wales.
20.10 – If applicable, the Client will appoint a person to receive proceedings in England or Wales, which will be deemed completed on delivery to the agent.