Terms of Service for Fractional CMO Services
Last updated: Feb, 12 2024
The following definitions apply to the Terms of Service and the Letter of Engagement. The Terms of Service are entered into by and between the client ("Client") and Chief Studio Ltd. ("Consultancy"), collectively referred to as the "Parties."
In the Terms of Service and Letter of Engagement:
"Address" means the address, premises, site, or location where the Deliverables are to be delivered and/or the Services provided by the Consultancy, being the Client’s address specified in the Services Agreement or otherwise agreed in writing between the Consultancy and the Client.
"Agreement" means the terms set out in any written agreement between the Consultancy and the Client for the supply of Services and Deliverables to the Client.
“Cancellation Charge” means a Fee of two month’s Fees as stated in the Letter of Engagement, applicable in the instance of early termination.
"Client" means the person to whom the Services and Deliverables will be supplied.
"Client’s Materials" means all data, graphics, pictures, trademarks, software, website banners, website design & development, advertising, brochures, and other materials incorporated or to be incorporated into the Services provided.
"Commencement Date" means the commencement date of the relevant services (if any) specified in the Letter of Engagement.
"Deliverable" means an item to be delivered by the Consultancy while providing the Services which is specified in the Letter of Engagement.
“Delivery" means delivery of the Services and Deliverables in accordance with the Letter of Engagement.
"Intellectual Property Rights" (IPR) means any and all intellectual and industrial property rights throughout the world including, but not limited to, rights in respect of, or in connection with, copyright (including future copyright) and rights in the nature of, or analogous to, copyright, trademarks, inventions (including patents), any confidential information, commercial strategies, service marks, designs, circuit layouts, rights in databases and code, and rights in internet domain names and website addresses, whether or not existing now and whether or not registered or registrable. It also includes any right to apply for registration of such rights and all renewals and extensions.
“Fee" means: (a) where a fee is specified in the Letter of Engagement, the price for the work recorded in the Letter of Engagement; (b) otherwise, the fee will be the Consultancy’s total time and materials charges for completing the Service(s); for the avoidance of doubt, any Estimate is provided as a guide only and work done on an estimate will be charged for the actual time spent; (c) plus any additional charges pursuant to these terms and conditions
"Letter of Engagement" means the written agreement between the Consultancy and the Client detailing the scope of services to be provided, the terms under which these services will be delivered, and the fees. The letter serves as a formal understanding of the services to be rendered, helps prevent misunderstandings, and ensures clarity on expectations from both Parties.
"Services" means the services to be provided by the Consultancy to the Client, as specified in the Letter of Engagement.
"Specifications" means any specifications applying to the provision of the Services and Deliverables, as specified in the Letter of Engagement.
"Terms of Service" means the terms and conditions of supply as may be amended by the Consultancy occasionally.
"Variation" means a variation to the terms of the Letter of Engagement, including changes to the agreed scope and delivery dates.
"Work" means all Services and Deliverables supplied or required to be supplied by the Consultancy during the performance of the Letter of Engagement.
Application
All Services and Deliverables supplied by the Consultancy are subject to these Terms of Service. However for avoidance of doubt, the where terms may conflict, the terms in the letter of engagement supercede the terms herein.
Acceptance of the terms of service
These Terms of Service shall apply to the supply of all Services and/or Deliverables from the Consultancy to the Client.
Signing of the Letter of Engagement constitutes acceptance based on these Terms of Service. The Consultancy is not bound by any statements or representations not recorded in the Letter of Engagement.
The Client will give the Consultancy at least 14 days prior written notice of any proposed change in the Client’s contact details or business practice.
Services and deliverables
The Consultancy provides strategic marketing services. From time to time, the consultancy may rely on third-party individuals to assist in the delivery of specialist services. All subcontractors and authorised agents operate as businesses separate from the Consultancy. The Consultancy shall be liable for any third-party individuals or organisations which it decides to engage to perform any services for the Client.
The Consultancy will supply the Services to the Client and produce the Deliverables in accordance with the Letter of Engagement. The Consultancy will use reasonable care and skill to provide the Services in accordance with any dates and times specified in the Letter of Engagement and any subsequent variation.
The Consultancy shall perform all Services and Deliverables in accordance with all applicable laws in the United Kingdom and shall not infringe any third party IPR.
Fees
All Services and Deliverables are supplied at the Fees applicable in the Letter of Engagement. All Prices as quoted are exclusive of taxes, local and international, unless otherwise stated. Taxes, such as VAT (where applicable), are payable by the Client.
Out-of-pocket expenses
The Consultancy’s fees do not include reasonable out-of-pocket expenses and will be added to invoices in addition to the Fees. Out-of-pocket expenses may include any of the following:
Advertising placements,
Article/media reprints,
Credit card processing fees,
Direct mail advertising,
Domain name purchases,
Event/press conference execution expenses,
Graphic design services,
Podcast and webinar hosting services,
Postage,
Promotional items,
Translation services,
Travel and accommodation/lodging,
Website plugins,
Vehicle hire,
The client must agree in advance to any out-of-pocket expenses.
Variations and additional services
No variations to the Work originally contracted for (including changes to the scheduled Work, Specifications, or content) shall be carried out without the agreement of both Parties.
Where the Client and the Consultancy have agreed to a Variation or where the Client instructs the Consultancy to provide services in addition to the Services, the Letter of Engagement and Services purchased must be reviewed.
Invoicing and payment
All invoices are due within fourteen (14) days, unless otherwise agreed in the Letter of Engagement. Interest is accrued on unpaid and late balances, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
All payments from the Client to the Consultancy must be received in the Consultancy’s local currency: British Pounds Sterling (GBP).
Information
The Client shall indemnify and hold harmless the Consultancy in respect of any liability, loss, injury, damage, demand, cost, charge, or expense that may be incurred or sustained by the Consultancy because of or arising directly or indirectly out of any claim in respect of any omission, inaccuracy, ambiguity, or illegibility in respect of any such designs, specifications or information or otherwise concerning that.
Liability
Any claim by the Client against the Consultancy regarding the Services or Deliverables supplied must be raised as appropriate for the Services or Deliverables in question. Where the Consultancy has accepted the Client’s claim, the Consultancy reserves the right in its discretion to either replace or correct the Services or Deliverables. If the Consultancy reasonably believes that the Services or Deliverables cannot be replaced or corrected, the Consultancy may credit the portion of the Fees applicable to those Services and Deliverables.
The Consultancy will not be liable for any consequential indirect or special damage or loss of any kind; or any loss caused by the Client’s employees, agents or any other persons whatsoever; or the Client’s use of the Deliverables other than in accordance with any specified assumptions, constraints and documentation supplied by the Consultancy; or any alteration made to the Deliverables by anyone other than the Consultancy (or its authorised agents or subcontractors).
The Consultancy represents and warrants that all Deliverables shall be prepared to best practice standards. All Deliverables will conform to the specifications and functions outlined in the Letter of Engagement. Any samples, illustrations, descriptive material, or specifications made available by the Consultancy including but not limited to, proposals, preliminary designs, wireframes, prototypes and estimates of performance are indicative only unless expressly stated otherwise. All samples and documents containing such illustrative or descriptive material shall remain the exclusive property of the Consultancy and must not be copied, loaned, or transferred by the Client.
Exclusions and limitations of liability
The Consultancy shall not be held accountable for the Client's decisions relating to marketing and communication strategies, or the Client’s ability to increase revenue. The Client warrants that all information provided to the Consultancy is truthful, accurate and non-infringing on third-party rights.
The Client agrees to indemnify, defend, and hold harmless the Consultancy from all claims brought against the Consultancy by the Client or third parties arising from the Client's marketing and communications, or the information provided by the Client to the Consultancy.
The Consultancy's liability towards the Client is limited to direct damages caused by the Consultancy's gross negligence or wilful misconduct. The Consultancy shall not be liable for lost profits, consequential, incidental, special, or punitive damages, or any claim related to the infringement of Intellectual Property rights.
Ownership of deliverables
Property in and ownership of the Deliverables remains in the Consultancy until all Fees the Client owes to the Consultancy (whether under this Agreement or otherwise) have been paid in full. After that, property in and ownership of the Deliverables is subject to the terms of the Letter of Engagement.
Privacy & confidentiality
The parties agree that all information relating to clients, products, processes, manufacturing and data, know-how, trade secrets and marketing and business plans relating to that which Client considers and treats as confidential information will be held in confidence by the Consultancy and its Representatives.
The obligations of nondisclosure and non-use shall not apply to the extent that such confidential information was available to the public or becomes available to the public through no fault of the Consultancy or is released from its confidential status by the prior written consent of the Client.
The Consultancy agrees to advise its Representatives of their obligations regarding confidentiality.
Professional conduct
The Consultancy fosters a professional, respectful, and safe work environment. Harassment in any form, including abusive and offensive language, demeaning insults, or threats, will not be tolerated by any party.
The Consultancy will treat all people with dignity and respect and does not and shall not discriminate because of race, colour, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, or military status in any activities or operations. The Consultancy expects this same respectful treatment from Clients.
The parties expressly agree, unless required to do so by legal process, that at no time will either the Consultancy or Client, including Representatives or anyone within a party’s control, make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, including, but not limited to, online or website reviews and statements, to any person whatsoever about the other party, including their employees or contractors.
For purposes of this agreement, a disparaging statement or representation is any communication which, if publicised to another, would cause or tend to cause the recipient to question the business condition, integrity, competence, or good character to whom the communication relates.
Use of materials for promotional purposes
The Consultancy reserves the right to use public-facing materials created for the Client for the Consultancy’s promotional purposes. The Client grants the Consultancy the right to list, reference, or otherwise identify the Client as a Client of the Consultancy in the Consultancy’s marketing and promotions.
Document retention
During the engagement, the Consultancy will maintain digital copies of all final, client-approved materials (including documents, designs, collateral, electronic communications, etc.) developed by the Consultancy.
After the conclusion of the Consultancy's engagement, it becomes the Client's responsibility to retain and archive all files and materials handled and/or produced by the Consultancy. The Client must comply with any document retention requirements stipulated by the laws of the jurisdiction(s) in which the Client operates.
Termination
The Agreement can be terminated with thirty (30) days notice by either party. This does not change the Client’s obligation to complete the agreement’s duration. If the Client requests an early termination of the Letter of Engagement, this is subject to a Cancellation Charge of two (2) months’ Fees. The Cancellation Charge must be paid before the contract is terminated. Unclaimed fees will be deducted from the Cancellation Charge.
In addition, upon termination, all unpaid Fees accrued until the termination date shall become immediately due and payable unless otherwise agreed upon in writing by the Consultancy. Unclaimed Fees over and above the Cancellation Charge will be payable to the Client.
Dispute resolution
Any dispute arising from this Agreement will be resolved through arbitration conducted in the Consultancy's jurisdiction.
Force majeure
The Consultancy shall not be held liable for any failure to fulfil its obligations if such failure results from Acts of God, War, Terrorism, Riots, or any other events beyond the Consultancy's control.
Amendment to terms
Any amendment to the terms provided in the Letter of Engagement must be agreed upon in writing by both Parties.
Jurisdiction and applicable law
The engagement between the Consultancy and the Client shall be governed by and construed under Scots Law. Any disputes arising from this engagement will be resolved in Edinburgh, United Kingdom.
Entire agreement
The Letter of Engagement and these Terms of Service form the entire agreement between the parties, superseding any previous understandings and agreements, whether oral or written.
If a competent court finds any provision of this agreement invalid, void, or unenforceable, that provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.
The Client's acceptance of the Letter of Engagement signifies agreement to the Terms of Service.
The Letter of Engagement can be signed electronically and in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
Contact information
For any questions or concerns regarding these Terms of Service, please contact
soph@chiefstudio.co.uk