Wild Branding Studio | Terms & Conditions

These Conditions form the basis of the supply of Services by Wild Branding Studio in all circumstances where a Client commissions Services to be provided by Wild Branding Studio which trades under the name MELISSA MATTHEWS DESIGN STUDIO LIMITED (MMDS)

1. DEFINITIONS

In these Conditions the following expressions shall have the following meanings:

Affiliates: means in relation to either party, any other company which from time to time is directly or indirectly controlling or controlled by or in common control by or of that party and “control” means power to direct the management and affairs of such other company by whatever means. 

Budget: means any costing or quotation provided by MMDS setting out the Fees payable for the Services whether in a formal proposal or agreed by email exchange.

Client: means the Party placing an Order for Services under this Agreement. 

Conditions: means these conditions of supply of Services.

Contract: means the contract concluded between the Parties in accordance with clause 2.

MMDS: means Melissa Matthews Design Studio Limited is a limited liability company registered in England and Wales with number 09626940 and registered address 18 Lodge Close, Marlow, Buckinghamshire, SL7 1RB.

MMDS Project Order Form: means MMDS’s Project Order Form for the provision of services by MMDS, the terms and conditions of which are governed by these Conditions.

Fees: means the fees set out in a Purchase Order.

Parties: Client and MMDS.

Purchase Order: means a purchase order placed by Client with MMDS for Services which may be by way of formal written purchase order in Client’s standard format, or an MMDS Project Order, or by way of other instructions to carry out Services, whether in writing (including electronic means) or agreed orally between the Parties.

Purchase Order Acceptance: means any confirmation in writing by MMDS of its acceptance to provide the Services, including signature of an MMDS Project Order Form.

Rates: means the hourly rates for provision of Services notified to the Client from time to time. 

Services: means the services described or identified in the Purchase Order that MMDS agrees to perform and carry out.

Work Product: means all drawings, designs, blueprints, photographs, sketches, results, processes, plans, videos, recommendations and all other material and ideas prepared or developed by MMDS exclusively for on behalf of or with Client through the provision of Services, excluding any materials produced by MMDS which are not accepted or otherwise delivered to Client (such as proofs and proposal documents) or in respect of which MMDS has not received full payment of Fees due.

2. FORMATION OF CONTRACT

2.1 Where Client instructs MMDS to carry out Services whether by issue of a formal written Purchase Order or by any other means, a contract is created upon the earlier of (i) the return by MMDS of a Purchase Order Acceptance to Client, or (ii) upon MMDS acting in accordance with the Client’s instructions, but in all instances, the terms of these Conditions shall apply to the provision of such Services. Each Purchase Order shall constitute a separate Contract. 

2.2 The Parties may agree to specific additional contract conditions and these, if any, shall be set out or referred to in a Purchase Order. In the event of conflict between these Conditions and any additional conditions specified on the Purchase Order these Conditions shall prevail unless specifically specified to the contrary.

2.3 Subject to clause 2.2, these Conditions shall be the sole terms and conditions of the Contract. No other terms or conditions shall apply to the Contract unless expressly accepted in writing by authorised signatories of both Parties, and no alteration addition amendment or substitution to these Conditions shall be binding unless expressly accepted in writing by MMDS to be binding and to supersede and replace these Conditions.

3. PERFORMANCE OF SERVICES

3.1 Services shall be provided in accordance with the terms specified within the Purchase Order by appropriately qualified and skilled personnel to reasonable industry standards and shall meet the specifications expressly set out in writing by Client in the Order. Time for delivery of Services shall not be of the essence in the Contract unless specifically specified in the Purchase Order.

3.2 Unless MMDS agrees otherwise in writing in a written Purchase Order, MMDS shall not be responsible for: monitoring or reminding Client of renewal periods or other important dates; verifying the competencies or capabilities of other parties used in connection with the Services or for the selection or payment or advice of experts or any other third party; legal or data privacy advice or compliance in relation to any website operated by Client; identifying areas of non-compliance of Client with any law, regulation or applicable industry code in the conduct of the Services; proof reading of creative content; the supply of all copy and content to websites and other printed materials supplied by MMDS; MMDS is not responsible for any loss to Client from any delay in transit of printed goods. 

3.3 Work Product is deemed accepted (“Acceptance”) on the earlier of Clients written confirmation of acceptance or 14 business days from delivery of the Work Product. Client may only reject a Work Product if it materially deviates from the specifications in the Order and by setting out in writing the deviations for correction. If the Work Product is rejected, MMDS will correct and redeliver the Work Product within 60 days. This clause, together with the right to terminate the Contract constitute Clients only remedy for failure of the Work Product to meet with Client’s specifications. 

3.4 MMDS reserves the right to subcontract the fulfillment of any Services under a Contract. 

3.5 The risk in all goods pass to Client upon delivery but legal and beneficial ownership shall remain with MMDS until payment in full has been received. 

4. FEES & INVOICING

4.1 The Fees for the Services are set out in the Purchase Order. Where Services are provided to Client which are not specified in a Purchase Order they are provide at MMDS’s standard Rates. Client understands and accepts that any Budget accompanying a Purchase Order is prepared upon the basis of the information supplied by Client at the time of entry into a Purchase Order. However, MMDS makes no warranty or representation that the Budget will be sufficient to complete the Services and if any of the assumptions contained in the Budget assumptions change or are shown by MMDS to be inaccurate or require additional work, MMDS shall be entitled to recover its reasonable additional costs and expenses by a corresponding increase to its Fees. 

4.2 If, as a result of any act or omission by Client or its agents that is not directly and wholly caused by MMDS (including the provision of any incorrect or inadequate information, document, or data by Client), MMDS is prevented or delayed from performing any of its obligations under this Agreement then (i) the time for performance of MMDS’s obligations will be extended for a reasonable period; Client shall pay MMDS at MMDS’s standard Rates for any additional time spent and materials used by it with respect to any delays or extra work caused by such act or omission of Client; and MMDS may recover all other reasonable costs, loss or damage from Client which it sustains as a direct result of such act or omission.

4.3 Payment is due 7 days after the date of invoice, unless otherwise stipulated in the Purchase Order Acceptance. 

4.4 All Fees and Rates are subject to annual inflationary increase at the official UK RPI from 1st January each year, are exclusive of Value Added Tax and are payable in Pounds Sterling unless expressly agreed otherwise. Late payment will incur interest at a rate of 8% above the Bank of England base rate. 

5. COSTS & EXPENSES

In addition to the Fee, Client shall reimburse MMDS the full amount of any costs or expenses wholly and exclusively incurred in the provision of the Services. An administration charge may be charged for management of certain costs or expenses where significant time is required to manage such costs or expenses.

6. LIABILITY

Client shall indemnify MMDS, its directors, officers and employees and pay in full for any complaints, claims, actions, proceedings, costs, expenses, losses, damages and liabilities whatsoever and howsoever arising (including reasonable legal costs and the full cost of its employees' time involved in dealing with any of the same) in respect of any damages, liabilities, claims, costs and expenses sustained as a result of entering into the Contract and performing the Services except where MMDS has acted with gross negligence or willful misconduct. Save as prohibited by law, the maximum aggregate liability of MMDS arising out of or in connection with a Contract shall not exceed the value of the Fees for Services received by MMDS. Neither Party will be liable to the other for any indirect, incidental or consequential loss or damages. MMDS shall not be liable for checking the accuracy or integrity of any materials or data supplied to MMDS by the Client or its agents for the purpose of carrying out the Services unless this is specifically stated to be part of the Services in the Purchase Order.

7. CONFIDENTIALITY

The parties may exchange information which is confidential for the purpose of considering and carrying out the Services. For the avoidance of doubt, all quotes, proposals and other design documents discussed in the course of providing Services are confidential. The party receiving confidential information must not use, disclose or share with any third party who does not have a need to know the confidential information as part of the Services or obligations under these Conditions, and shall ensure proper and secure storage of all confidential information of the other party. The obligations of confidentiality shall remain in force during and for a period of 5 years after the termination of each Contract.  

8. TERMINATION AND CANCELLATION

8.1 Either Party may upon not less than 30 days prior written notice, addressed to other Party’s registered office, terminate the Contract for any reason without liability except as expressly provided in these Conditions. MMDS shall be entitled to recover all non-cancellable or refundable costs and expenses incurred up to the termination date including without limitation where relevant, all fees for each MMDS allocated resource as a consequence of such termination during the notice period and all MMDS’s costs and expenses. Each Party, without prejudice to any other rights it may have, may immediately terminate the Contract by written notice to the other in the event the other Party becomes insolvent, is liquidated or is put into receivership or the other party is in breach of these Conditions (including late payment of fees) and where remediable, such breach is not remedied within 14 days of written notice to remedy the breach. 

8.2 Notwithstanding termination of the Contract for any reason the provisions of Conditions 6, 7, 8 and 10 shall continue in full force and effect.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 For the avoidance of doubt, Intellectual Property Rights that are owned by either Party prior to the commencement of the Contract and used in connection with the performance of the Contract shall remain the property of the party introducing the same. Each party warrants that any content provided by it to the other will not infringe any third party rights. 

9.2 Subject to the above, and with the exception of any third party intellectual property rights and any MMDS reserved rights, the rights in all Services and Work Product shall be assigned to the Client upon payment in full by Client of all Fees and expenses. For the purpose of this Clause, Work Product shall exclude any materials produced by MMDS which are not accepted or otherwise delivered to the Client (such as proofs and proposal documents) or in respect of which MMDS has not received the Fees.

9.3 MMDS reserves the right to feature Work Product supplied to Client as part of its marketing and promotional activities, provided that such Work Product does not include any confidential information and such Work Product shall not be used or reproduced in identical format for other customers. For the avoidance of doubt nothing shall prevent MMDS from using or implementing any ideas, innovations, techniques, strategies or methods in the course of performing any Services for any third party customer.

9.4. In the event that the Client chooses to modify the Work Product for its own use then the Client shall be responsible for such modifications. 

10. FORCE MAJEURE

10.1 No Party hereto shall be responsible or liable to the other for any failure or delay if such failure results from circumstances reasonably beyond the control of such Party (an "Event of Force Majeure"). The Parties shall discuss in good faith in order to find the best solution to limit the consequences of any Event of Force Majeure. Notwithstanding the foregoing, to the extent that an Event of Force Majeure continues for a period in excess of 30 days from the occurrence of such event, either Party may terminate the Contract without incurring any liability to the other Party.

11. NO EMPLOYMENT OR AGENCY 

11.1 Nothing contained in these Conditions shall be construed as a partnership or joint venture between Client and MMDS, or as constituting any relationship of employer and employee between CLIENT and MMDS’s employees and staff. MMDS is engaged by CLIENT as an independent professional service provider and accepts responsibility for proper performance of the Services without requiring supervision or control by Client, on the terms and subject to the conditions of these Conditions. Neither Party seeks to create or imply any mutuality of obligation between the Parties in the course of the performance of Services or during any notice period. Client is not obliged to pay MMDS at any time that there is no work available. MMDS acknowledges that Client does not guarantee MMDS any particular amount of work. 

11.2 CLIENT acknowledges that MMDS may, in its sole discretion, accept or decline work assignments from Client.

11.3 MMDS shall bear exclusive responsibility for the payment of and shall indemnify and hold harmless Client in respect of any National Insurance or social security contributions, income tax or equivalent tax and other statutory charges in respect of any payments made to MMDS chargeable in respect of the Fees by any governmental, national or local tax authority or body. 

12. GENERAL

12.1 The invalidity or unenforceability for any reason of any provision of these Conditions shall not prejudice or affect the validity or enforceability of its other provisions. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

12.2 Failure by either Party to exercise or enforce any right shall not be construed to be a waiver nor operate so as to preclude the exercise or enforcement thereof at any subsequent time or on any subsequent occasion.

12.3 A party who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.4. It is intended that the limitations set out in these Conditions apply to any and all liability or cause of action however alleged or arising, including without limitation, negligence, professional errors and omissions and breach of contract, and whether arising in common law, tort or otherwise, unless otherwise prohibited by law. No limitation of liability in these Conditions shall limit or exclude any liability for fraud.

12.5 Any notices or communications concerning the Contract (except communications relating to the Services for which fax or email is sufficient) should be in writing and served by prepaid first class post or by courier and shall be deemed to have been given five (5) business days following posting or to have been given one day after being sent by overnight courier delivery.

12.6 Each party shall ensure that it complies with all applicable anti-bribery legislation, regulations, codes and/or sanctions, both national and foreign, including the US Foreign Corrupt Practices Act of 1977 as amended and the UK Bribery Act 2010 in carrying out the Contract and failure to do so shall entitle the other Party to terminate the Contract immediately without notice or penalty.

12.7 Each party shall ensure that it complies with all applicable data protection and data privacy laws and legislation. Where the Services may require the processing or transfer of personal data for or on behalf of Client, the Client shall advise MMDS of any additional processing or transfer requirements. MMDS accepts no responsibility for providing advice on Client’s own data privacy responsibilities as a consequence of providing the Services. Client should seek its own legal advice in this respect. 

12.8 This Contract shall be governed by and interpreted in accordance with the laws of England and the Parties hereby submit irrevocably to the non-exclusive jurisdiction of the English Courts.