Parties. Studio Treble Ltd (company no. 11348483) of Apartment 31, 10 Blantyre Street, Manchester, M15 4LG (“Studio Treble”) and the client named in the relevant Statement of Work (“Client”).
Structure. These Terms of Business (“Terms”) apply to all services provided by Studio Treble. Each statement of work signed by the Parties (“SOW”) incorporates and is governed by these Terms. If there is a conflict, the SOW prevails.
1. Definitions
Business Day: a day other than Saturday, Sunday or public holiday in England.
Client Materials: content, data, assets, and instructions supplied by Client.
Deliverables: all outputs specified in an SOW (including designs, code and documentation).
Fees: the charges set out in the SOW and any approved change controls.
Services: the services described in the SOW.
Working Days: Business Days.
2. Orders and changes
2.1 An SOW is binding when signed by both Parties.
2.2 Changes follow the SOW change control. Studio Treble may charge time and materials to assess change requests.
3. Client responsibilities
3.1 Client will provide timely access, decisions, feedback, and the Client Materials listed as dependencies in the SOW.
3.2 Client is responsible for the accuracy and rights in Client Materials and will not supply infringing or unlawful content.
4. Delivery, acceptance, and feedback
4.1 Studio Treble will deliver the Services substantially in accordance with the SOW. Dates are estimates and depend on timely Client inputs.
4.2 Feedback windows: Unless otherwise stated in the SOW, each feedback round must be consolidated and provided within 7 Working Days of delivery. Failure to respond within that period is deemed approval for that round.
4.3 Acceptance: Deliverables are accepted on the earliest of: (a) written confirmation of acceptance; (b) first use in production; or (c) 7 Working Days after delivery with no substantiated rejection aligned to the SOW criteria.
4.4 If rejected with substantiated reasons, Studio Treble will address the issues and re-submit. Issues caused by Client Materials, third parties or unauthorised changes are out of scope and billable.
5. Fees, expenses, and payment
5.1 Fees are invoiced per the Payment Schedule in the SOW. Expenses and third-party costs (tools, licences, fonts, services) are invoiced at cost unless otherwise stated.
5.2 Invoices are due within 30 days of the invoice date. Studio Treble may suspend Services for overdue sums on 5 Working Days’ notice.
5.3 Late sums accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.4 All amounts are exclusive of VAT and similar taxes.
6. Third-party services and open-source
6.1 Services may rely on third-party platforms (e.g. Cloudflare, hosting, analytics, CMS plugins). Client agrees to relevant third-party terms and will maintain required accounts/licences.
6.2 Deliverables may include or interface with open-source software under its own licences. Those licences apply in addition to these Terms.
7. Data protection
7.1 Each Party will comply with UK GDPR and the Data Protection Act 2018.
7.2 Where Studio Treble processes personal data for Client, the Parties will put in place a data processing addendum (controller–processor) covering subject matter, duration, nature, purpose, types of data and data subjects, with appropriate technical and organisational measures.
8. Warranties
8.1 Each Party warrants it has authority to enter into the SOW.
8.2 Studio Treble warrants that for 30 days from acceptance the Deliverables will materially conform to the SOW when used as documented. The remedy is prompt correction.
8.3 The warranty does not apply to issues caused by (a) Client Materials; (b) unauthorised changes; (c) third-party platforms; or (d) use contrary to documentation.
9. Intellectual property
9.1 Pre-existing IP of each Party remains that Party’s property.
9.2 Assignment on payment (default): Upon receipt of all Fees for the relevant Deliverables, Studio Treble assigns to Client all copyright in those Deliverables (excluding Studio Treble Tools and third-party components) for the Licensed Purpose stated in the SOW, worldwide and perpetual. Studio Treble grants Client a non-exclusive, perpetual licence to use Studio Treble Tools (frameworks, libraries, know-how and generic components embedded in the Deliverables) solely as part of the Deliverables.
9.3 Moral rights: Client may adapt and integrate the Deliverables. Studio Treble will procure reasonable waivers of moral rights from its personnel to the extent permitted by law.
9.4 Client Materials remain Client’s property. Client grants Studio Treble a non-exclusive licence to use them to perform the Services.
10. Credit and portfolio use
10.1 Studio Treble may include a discreet site credit unless the SOW states otherwise.
10.2 With Client’s prior approval (not unreasonably withheld), Studio Treble may display the Deliverables in its portfolio and marketing after launch.
11. Liability
11.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law.
11.2 Neither Party is liable for loss of profits, revenue, goodwill, or indirect/consequential loss.
11.3 Cap: Subject to 11.1, each Party’s aggregate liability arising from or in connection with an SOW is limited to the Fees paid or payable under that SOW in the 12 months preceding the claim.
12. Suspension and termination
12.1 Either Party may terminate an SOW for material breach not remedied within 30 days of written notice, or if the other Party becomes insolvent.
12.2 On termination: (a) Client will pay all Fees due and for work in progress to the termination date; (b) Studio Treble will deliver work-in-progress on payment; (c) licences/assignments already granted remain in place for Fees paid.
12.3 Termination does not affect accrued rights.
13. Force majeure
Neither Party is liable for delay or non-performance caused by events beyond reasonable control. The affected Party will notify the other and resume performance as soon as practicable.
14. Confidentiality
Each Party will keep the other’s Confidential Information confidential and use it only to perform the SOW, disclosing only to those who need to know and are under equivalent obligations.
15. Notices
Notices may be delivered by hand, recorded post, or email to the addresses in the SOW. Notices by email are deemed received on the next Business Day if sent outside Business Hours.
16. General
No assignment without consent (not unreasonably withheld). No partnership or agency. If any provision is invalid, the rest remains effective. Variations must be in writing and signed.
Governing law and jurisdiction: England and Wales; courts of England and Wales.