Standard Terms and Conditions
These are the standard terms of supply ("Terms") of Fin Fellowes Studios, a sole trader of 172 Oxford Gardens W10 6ND ("Fin"). All services provided by Fin to you ("Services") are subject to these Terms. No variation of these Terms shall be binding unless agreed in writing by Fin.
The Services provided by Fin to you shall be as agreed between the parties from time to time in accordance with clause 1.1 of the Terms below. Fin's Services usually begin with an initial creative and design phase ("Creative Phase"), where Fin creates a bespoke artistic scheme based on discussions with you. This is usually followed by a phase to establish a layout of the scheme ("Layout Phase"), a printing phase, and then a "finishing" phase which may include (without limitation) Services such as calligraphy, stamping, and/or hand-painting.
1. Scope of Services
1.1 Before commencing a piece and/or phase of work, Fin will send you an email setting out the scope of Services, the permitted use of Materials (as defined in clause 3.1 below) and her fees. That email together with these Terms shall form a contract (each an "Agreement") for the provision of the Services described therein.
1.2 In the Creative Phase, Fin will present you with a design based on the brief and proposal set out in her email. Fin will then provide up to three (3) further refinements of the design incorporating your feedback to produce the final deliverable ("Final Deliverable"). A "refinement" includes minor changes to the design, such as changes in the element used in the artwork, colour palette or copy. A "refinement" does not include an entirely new design.
1.3 In the Layout Phase, Fin will present you with a layout based on the brief and proposal set out in her email. Fin will then provide up to three (3) further refinements of the layout incorporating your feedback to produce the final layout. A "refinement" includes minor changes or adjustments to the layout. A "refinement" does not include an entirely new layout.
1.4 Fin will deliver the Final Deliverable to you in a digital files package in JPEG, PNG and/or PDF format ("Digital Files Package"). Once Fin delivers the Digital Files Package, Fin is not responsible for retaining or storing the Final Deliverable and you assume full responsibility for this.
1.5 Unless otherwise agreed by the parties in writing, Fin shall be responsible for co-ordinating all printing of the Final Deliverable with a third party printer. Prior to instructing the third party printer, Fin shall obtain your express written approval of the finalised Digital Files Package, layout and all associated printing costs.
1.6 Fin shall perform the Services set out in the email proposal. Fin warrants that she has the right to provide the Services and that the Services shall be performed with reasonable skill and care.
1.7 You acknowledge and agree that Fin's proper performance of any Services shall be conditional upon you promptly providing accurate information and/or feedback as reasonably required by Fin to perform the Services.
1.8 No other conditions, warranties or other terms apply to any Services under the Agreement, except to the extent that they are expressly set out in the Agreement. In particular no implied conditions, warranties or other terms relating to satisfactory quality or fitness for purpose will apply to anything supplied under the Agreement. You acknowledge and agree that Fin is providing an artistic service and that art is inherently subjective. Whilst Fin shall endeavour to provide Services that match your expectations, she cannot and does not guarantee to do so. Unless otherwise expressly agreed in writing, Fin shall retain all copies of original watercolours and/or artworks.
2.1 The fees to be paid in respect of the Services shall be set out in the email. Any quotes provided by Fin in an email shall be valid for a period of 14 days unless stated otherwise in the email. All fees are exclusive of any expenses, VAT or other taxes as may or may not be applicable.
2.2 Fees will be paid according to the schedule set out in the email which, unless otherwise stated, will be payable in advance of the Services being provided. Unless otherwise agreed all invoices are payable on receipt.
2.3 You acknowledge and agree that where Fin co-ordinates printing on your behalf you shall be directly responsible for any obligations incurred by Fin on your behalf with third party vendors and suppliers including costs for paper, printing or shipping and courier costs.
2.4 Fin reserves the right to cease the provision of Services and cancel any printing orders in the event of non-payment of any invoice which remains unpaid seven (7) days after its due date.
2.5 If you require Fin to perform any function or task which falls outside the scope of the Services defined in the Agreement including but not limited to additional design work or refinements, then a further fee shall be agreed between the parties prior to Fin performing that function or task. Any additional work is at the discretion and availability of Fin. With your confirmation, the performance of any such additional function or task shall be construed as forming part of the "Services" under the Agreement.
3. Intellectual Property and Licence
3.1 Fin shall retain absolute ownership of all Intellectual Property Rights in the Materials whether now in existence or to be produced in future. For the purposes of the Agreement, "Materials" shall mean the design deliverables, Final Deliverable, Digital Files Package and any and all drawings, sketches, plans, specifications, decorative schemes, paintings, watercolours, reports and/or other documents produced by or on behalf of Fin for use in relation to the Agreement (including any generated or stored electronically) together with the designs comprised in them and "Intellectual Property Rights" shall mean all copyright, patent rights, trade or service marks, design rights, rights in or relating to databases, rights in or relating to confidential information and any other intellectual property rights (registered or unregistered) throughout the world.
3.2 Subject to full payment of all fees due to Fin, you are hereby granted a non-exclusive, non-transferable, royalty-free licence to use the Final Deliverable and Digital Files Package solely for the intended event and in accordance with the use cases expressly permissioned in Fin's email and in all cases strictly for personal, non-commercial purposes ("Permitted Use"). You may not use the Final Deliverable and/or Digital Files Package for any other purposes including (for the avoidance of doubt and without limitation) any printing whether onto paper, fabrics and/or ceramics without Fin's express prior written consent. Fin reserves the right to charge a licence fee for any use of the Final Deliverable and/or Digital Files Package beyond the Permitted Use.
4. Term and Termination
4.1 Unless otherwise expressly agreed in writing, the Agreement becomes effective on the date you pay the advance invoice for the relevant Services. Either party shall be entitled to terminate the Agreement at any time on thirty (30) days’ written notice served on the other.
4.2 If either party commits any material breach of its obligations under the Agreement, the other may terminate the Agreement where such material breach is not remedied by the defaulting party fourteen (14) days after it has received written notice specifying the material breach.
4.3 Fin reserves the right to suspend provision of any Services in the event of non-payment of any invoice when it is due and owing.
5. Limitation of Liability
5.1 Nothing in the Agreement shall limit or exclude Fin's liability for: (a) death or personal injury; (b) fraud or fraudulent misrepresentation; or (c) for any other liability which cannot be excluded under English law.
5.2 Subject to 5.1 above, Fin shall not be liable to you under or in relation to the Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for: (a) any loss of profit, loss of production or operation time or loss of anticipated savings, loss of or damage to reputation or goodwill; or (b) any indirect, special or consequential losses.
5.3 Subject to 5.1 and 5.2 above, Fin's total aggregate liability to you arising from or in relation to the Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) shall be limited to an amount equal to 100% of the Fee received by Fin for performance of the Services.
5.4 Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by any circumstances beyond a party's reasonable control including without limitation fire, flood, war, embargo, strike or riot.
6.1 The parties each agree that at all times they will keep confidential, and will not use for their own purposes, any information of a confidential nature (including without limitation, the terms of the Agreement, trade secrets and information of a commercial value, and any information which the receiving party, acting reasonably, should recognise as confidential in the circumstances) which may become known to that party from the other party save (a) with the prior written consent of the other; or (b) where it is required to do so by some authority having the power by law to require such disclosure; or (c) to the extent necessary to implement the provisions and perform its obligations under the Agreement.
6.2 You consent to Fin making reference to and publishing photographs of the Final Deliverable on her website and social media channels without reference to your name. Fin shall not otherwise publish any photograph, plan or description of the intended event or any article describing or referring to the event without your prior consent (such consent not to be unreasonably withheld or delayed).
7.1 Neither party may assign or otherwise transfer any of its rights or obligations under the Agreement without the other's prior consent.
7.2 Nothing in the Agreement shall or is intended to create a partnership or joint venture between the parties.
7.3 Any notice, consent, approval, or request required to be given in writing shall be deemed given if it is delivered by hand or by email to such addresses as the parties may notify to each from time to time. Notices delivered or sent in accordance with this clause shall be deemed to have been given (a) at the time of delivery if delivered by hand; or (b) one day after valid transmission if sent by email.
7.4 No term of the Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Agreement.
7.5 No variation to the Agreement shall be effective unless it is in writing and signed by or on behalf of both parties.
7.6 The Agreement shall constitute the entire agreement between you and Fin relating to the Services and supersedes all previous agreements, proposals, correspondence, representations and discussions. Nothing in the Agreement shall operate to exclude any representation made by a party fraudulently. No terms or conditions endorsed upon, delivered with or contained in any request for quotation or estimate, correspondence, purchase order or any similar document issued by you shall form part of any Agreement between Fin and you.
7.7 In the event of any conflict or inconsistency between these Terms and Fin's email, these Terms shall prevail, unless any provision of any email is expressly stated to override any provision of these Terms, in which case, the provision of the relevant email shall prevail.
7.8 The Agreement shall be governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.