TERMS AND CONDITIONS

Midgley Studio
Last Updated: 18th Feb 2025

These Terms and Conditions (the “Contract”) govern the use of [www.midgleystudio.co.uk] (the “Site”) and the provision of services by Midgley Studio (“Studio”, “I”, “we”, “us”).

Email: martin@midgleystudio.co.uk

By engaging Midgley Studio for services, you agree to these Terms and Conditions in full.

1. DEFINITIONS

For clarity, the following terms apply throughout this Contract:

  • Studio – Midgley Studio.

  • Client – The individual or business purchasing services.

  • Services – Branding, web design, animation, 3D design, photography, videography, or related creative services.

  • Deliverables – Final agreed outputs supplied to the Client.

  • Charges – Fees outlined in the quotation or proposal.

  • Client Materials – Content, assets, or information provided by the Client.

  • Confidential Information – Non-public business or project information.

  • Personal Data – Data as defined under UK GDPR.

  • Force Majeure Event – Events beyond reasonable control.

2. CONTRACT FORMATION & ACCEPTANCE

A Contract becomes binding when:

  • A quotation or proposal is accepted in writing; or

  • A deposit is paid; or

  • Work has commenced.

Each quotation forms a separate agreement unless otherwise stated.

Deliverables are deemed accepted if no written feedback is received within 5 Business Days of delivery.

3. SERVICES

Midgley Studio will provide services:

  • With reasonable care and skill.

  • In line with agreed scope and timelines.

  • According to standard industry practice.

Project timelines depend on timely Client communication, approvals, and content submission.

Where applicable, time-based work is billed in 60 minute increments.

4. CLIENT RESPONSIBILITIES

The Client agrees to:

  • Provide accurate and complete information.

  • Supply required content and materials promptly.

  • Review and approve work within agreed timeframes.

  • Ensure they hold the necessary rights to all supplied materials.

  • Confirm legal compliance of claims, messaging, and content.

Delays in providing materials may affect project timelines and costs.

5. FEES, PAYMENTS & INVOICING

All services are charged as per the agreed quotation, retainer, or written agreement.

Payment terms:

  • Deposit: 50% of Project Cost

  • Balance due: 30 Days

  • Retainers (if applicable): Payable in advance

Late payments may incur interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts Act 1998.

No licence or ownership rights are transferred until full payment has been received.

If a project exceeds agreed scope, written approval will be required before additional charges apply.

6. REVISIONS & SCOPE CHANGES

Unless otherwise stated, projects include 3 revision rounds.

Requests outside the agreed scope are billed at £10/hour.

Substantial changes (impacting more than 50% of scope, timeline, or cost) require a new quotation or Change Order.

Work may pause until revised terms are agreed.

7. INTELLECTUAL PROPERTY

Upon full payment:

  • The Client receives ownership of final agreed Deliverables.

  • The Studio retains ownership of working files, drafts, and internal processes unless otherwise agreed.

The Studio retains rights to:

  • Pre-existing design tools and processes.

  • Templates or systems developed independently.

  • Portfolio and promotional usage (unless agreed otherwise in writing).

The Client warrants that all supplied materials do not infringe third-party rights.

8. CONFIDENTIALITY

Both parties agree to keep Confidential Information private and not disclose it without consent.

This obligation survives termination of the Contract.

The Studio may share relevant information with trusted contractors or advisors bound by confidentiality agreements.

9. DATA PROTECTION

Both parties agree to comply with:

  • UK GDPR

  • Data Protection Act 2018

Personal data will only be processed where necessary for project delivery, communication, or invoicing.

Sub-processors (e.g., accountants, hosting providers, contractors) may be used where appropriate.

10. WARRANTIES

The Studio warrants that:

  • Deliverables will match agreed specifications.

  • Work will not knowingly infringe third-party rights.

The Client warrants that:

  • All provided materials are lawful and owned or licensed appropriately.

All other warranties are excluded to the fullest extent permitted by law.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

  • Liability is limited to the total fees paid for the specific project.

  • The Studio is not liable for indirect, consequential, or financial losses.

  • The Studio is not responsible for third-party platform failures (e.g., hosting providers, social media platforms, print suppliers).

Nothing excludes liability for fraud or death/personal injury caused by negligence.

12. FORCE MAJEURE

Neither party is liable for delays caused by events beyond reasonable control, including:

  • Illness

  • Internet outages

  • Government restrictions

  • Natural disasters

Affected parties must notify the other promptly.

13. TERMINATION

Either party may terminate with [Insert Notice Period, e.g., 10 days] written notice.

Immediate termination may occur in cases of:

  • Material breach

  • Insolvency

Upon termination:

  • Work completed to date is billable.

  • Deposits are non-refundable unless termination is due to Studio breach.

  • Deliverables may be withheld until outstanding payments are settled.

Clauses relating to confidentiality, IP, and liability survive termination.

14. REFUNDS

Refunds may be considered in cases of:

  • Proven non-performance

  • Studio-initiated cancellation

Refunds do not cover:

  • Completed work

  • Third-party costs

  • Approved milestones

Refund requests must be submitted in writing within 30 days.

15. NON-SOLICITATION

The Client agrees not to hire or directly contract Studio contractors or collaborators introduced during the project for a period of 6 months without written consent.

Breach may result in a fee equal to 25% of annualised contract value.

16. PROMOTION

Unless agreed otherwise, Midgley Studio may:

  • Display completed work in portfolios.

  • Share case studies.

  • Reference the project in marketing materials.

Confidential or embargoed work will be respected where agreed.

17. GENERAL LEGAL TERMS

  • No variation is valid unless agreed in writing.

  • The Client may not assign this Contract without written consent.

  • If any clause is deemed invalid, the remainder remains enforceable.

  • This Contract supersedes prior discussions or agreements.

  • English law governs this Contract.

  • Jurisdiction: Courts of England and Wales.

18. CONTACT

Midgley Studio

martin@midgleystudio.co.uk