General Terms and Conditions of Service
1. Introduction
1.1. The Terms and Conditions set out below, including any attached Schedules (“Terms”) together with our privacy notice (which can be found at honest-folk.com) confirm the basis on which we, Honest Folk Studio Ltd (“we”, “us”), agree to deliver creative branding coaching, mentoring and design services, or any related services (“Services”), to you, the client (“you”, “your”). You are deemed to accept these Terms when you provide your electronic acceptance and/or provide us with any payment in connection with the Services, unless we agree in writing otherwise.
1.2. If you access or use any of our free resources provided directly to you or through our website at honest-folk.com (“Website”) or our sales pages, which may include audio files, workbooks, PDFs, exploration calls, podcasts or workshops then these Terms will apply to your use of those, except for the clauses relating to payment.
2. The Services
2.1. The Services that we agree to deliver to you will be detailed in your statement of work which will be attached to these Terms (“Statement of Work”), or otherwise provided to you by email. We will begin delivery of the Services on the date we agree in writing and will continue until the Services have been delivered or until our agreement is terminated in accordance with these Terms, whichever happens first.
2.2. We agree to deliver the Services in a timely and professional manner, in accordance with best industry practice and any reasonable written instructions you may provide and in line with any timescales agreed, save that there shall be no right to terminate or seek damages where there is a delay or change to the timescales due to a reason beyond our control.
2.3. If you require further support or additional services over and above the Services as set out in the Statement of Work, or as otherwise set out within these Terms, then a separate Statement of Work and payment terms will need to be agreed.
2.4. Where you provide approval for copy and/or budgets, such approval will act as our authority to enter into agreements with suppliers, sub-contractors and other relevant third parties.
3. What we expect from you when we work together
3.1. You agree to co-operate with us and to provide such information as we may request to enable us to properly and effectively perform the Services. We shall not be liable for any delay in the delivery of the Services caused by your failure or delay in providing any information requested.
3.2. Where you provide us with any information, images, data, branding, trade marks, copy, documentation, videos, digital media, graphics, fonts, audio, specifications, data, content or other materials (“Materials”) you agree and warrant that you have the legal right to use and share them and you grant to us a royalty free licence to use, copy and reproduce such Materials for the purpose of, and as necessary in connection with the Services and you agree to indemnify us against any liability that we may sustain due to any breach of this warranty. We reserve our rights to refuse to use any Materials which we consider breach any third-party Intellectual Property Rights or which we consider to be offensive, defamatory or likely to cause harm
3.3. You agree to be responsible for regularly monitoring your website and any social media channels and acknowledge that we have no control over content posted by visitors or users to your website or social media channels.
3.4. You accept and understand that you are solely responsible for making decisions and taking appropriate action as a result of anything reviewed or discussed during delivery of the Services and that we shall not be liable for your failure to make decisions, put into action any plans, techniques or strategies, or for any results whether direct or indirect arising out of the delivery of the Services.
3.5. It shall be your responsibility to check the accuracy of any spelling or grammar in any Materials provided to us and to check, review and approve any deliverables provided as part of the Services. Any errors, issues or concerns with any deliverable must be notified to us within 7 days of delivery. Whilst we will take all reasonable steps to avoid any mistakes, we shall not be liable for any mistakes which are found once you have approved the deliverables or 7 days have passed since delivery.
4. Purchase of the Services
4.1. Any proposal that we provide to you will be created based upon information that you provide to us and may be subject to change should your requirements change at any time. Time shall not be of the essence for delivery and any agreed timescales are reliant upon you providing us with all requested Materials and any requested feedback, within the agreed timescales.
4.2. Unless otherwise set out in the Statement of Work, fonts, stock images, or other specific photography will incur additional costs and you will be responsible for payment of them along with any other incidental expenses we may incur. All additional costs and expenses will be agreed prior to being incurred.
4.3. Once you provide us with confirmation to proceed, this constitutes a contractual offer to purchase the Services which we may, at our sole discretion, accept. If your offer is accepted, a legally binding agreement shall be formed once you electronically accept these Terms.
5. Fees and Charges
5.1. Our total charges for delivering the Services, (“the Fee”) along with the payment terms and payment methods is as set out in the Statement of Work attached to these Terms. All Fees are inclusive of Value Added Taxes (“VAT”).
5.2. Once you have confirmed you wish to proceed then we shall provide you with an invoice detailing the amount of the Fee, deposit or instalment of the Fee due and the date when payment must be made. Where your invoice specifies payment in advance then your invoice must be paid in full before delivery of the Services can begin.
5.3. Any incidental expenses such as fonts, stock photography or vector downloads along with those set out in clause 4.2 above, will be added to your invoice once incurred and shall be payable by you in addition to the Fee.
5.4. Where we agree to accept payment of the Fee by instalments then you agree to provide payment in accordance with the instalment plan agreed between us.
5.5. The time for payment of the Fee, any deposit, any instalment of the Fee, or any other sum payable in accordance with these Terms shall be of the essence and payment shall be made without deduction or any withholding except as is required by law.
5.6. Any additional hours of service that are required will be charged at the rate of £60 per hour
5.7. Any deliverables provided as part of the Services will only go live or be released to you once payment of the Fee including any expenses, where applicable, has been made in full.
5.8. Where Services are provided on a retainer basis then:
5.8.1. any contact or additional services required over and above the hours set out in the Statement of Work will be charged at the standard hourly rate as stated in the Statement of Work;
5.8.2. Any time not used in one month may be carried over to the following month but must be used in that month or the time will be lost.
5.9. We reserve the right to vary our Fees and any charges upon 30 days’ notice in writing.
5.10. Subject to clause to 7.4 below, all payments, including any deposits, are non-refundable save where we fail to deliver the Services through our own default.
6. Late Payment
6.1. Where any sum payable by you to us due is more than 14 days overdue, then we shall be entitled to any or all of the following:
6.1.1. to suspend delivery of the Services until payment has been made in respect of the outstanding amount; and
6.1.2. to apply interest to any outstanding Fees or charges at a rate of 5% per annum over the Bank of England base rate on a daily basis until payment is received in full.
6.2. Where payment remains outstanding for longer than 45 days, then we shall be entitled to terminate this Agreement and take such action as is necessary to seek recovery of all outstanding sums, along with interest and any accrued costs incurred in taking such action.
7. Changes, Cancellation and Termination
7.1. We shall be entitled to withdraw or cancel any quote, estimate or proposal if it has not been accepted by you within 30 Business days.
7.2. Where you wish to change the start date for delivery of the Services then you must provide us with your request in writing. When making a change request you accept and acknowledge that we will not be responsible for any consequent design or development delays or lack of service availability caused as a result of your request to amend the start date or time.
7.3. Where you request to change the start date for delivery of the Services and your request is accepted, the rescheduled start date must take place within 8 weeks of the original date for delivery of the Services, unless we agree otherwise.
7.4. Either one of us may cancel our agreement, by providing the other with 14 days written notice. In accordance with our refund policy set out above, despite cancellation, no refunds shall apply save where we provide notice of cancellation during the delivery of the Services in which case you will be entitled to a pro-rata refund based upon any work which you have paid for but which has not yet been delivered.
7.5. The arrangement between us may be terminated by either one of us providing the other with written notice in accordance with these Terms in the following circumstances:
7.5.1. either one of us commits a material breach, and in the event that it is a breach being capable of remedy, the Party in breach fails to remedy the breach within 14 days of being notified of the breach by the other Party; or
7.5.2. either one of us commits a material breach which is incapable of being remedied; or
7.5.3. either one of us takes steps to go into, or enters, liquidation/administration (save for the purposes of a bona fide corporate reconstruction or amalgamation) or bankruptcy (if an individual) or if a receiver is appointed over the whole or any part of that Party’s assets; or
7.5.4. one of us ceases, or threatens to cease, trade.
7.6. We reserve the right to terminate this Agreement with immediate effect, where we reasonably believe that you are acting contrary to any applicable law or you are acting in a way which may cause damage to our business and/or reputation or which may bring our business into disrepute.
7.7. Upon termination of this Agreement for any reason:
7.7.1. any sum owing to us shall become immediately due and payable;
7.7.2. in respect of any Fees, expenses or other charges which remain unpaid, we shall have a general right to hold and retain any and all of your goods and property in our possession (whether worked on or not), along with the Intellectual Property in all deliverables and shall be entitled upon the expiry of 14 days’ notice to dispose of such goods or property in a manner and at a price the we consider fit and apply the proceeds to the outstanding sum;
7.7.3. all clauses which either expressly or by their nature relate to the period after the delivery of the Services or expiry or termination of the same shall remain in full force and effect in particular clauses 3, 5, 7, 9, 10, 11 12 and 15; and
7.7.4. you shall cease to use, either directly or indirectly any Confidential Information and any Content and shall immediately return to us any documents in your possession or control that contain a record of any Confidential Information or Content. Your access to any private areas or password protected sites will be removed, unless we agree otherwise.
7.8. We shall be under no duty or obligation to retain any Materials or other documents, resources, information or data relating to the Services following termination. It shall be your responsibility to obtain adequate copies of any documents or information you may require.
8. Complaints or concerns
8.1. In the event you have any concerns with the Services you agree to notify us of such concerns by email to studio@honest-folk.com as soon as possible.
8.2. Where you do provide us with notice of a complaint or concern then we will confirm receipt by email and follow our internal complaints handling procedure to investigate and deal with your complaint or concern, which will begin with a meeting to discuss this further.
8.3. We reserve the right to vary or re-perform the Services where we consider a concern is justified and in such case these Terms will apply to any re-performed Services.
8.4. Nothing in these Terms affects your statutory rights.
9. Confidentiality
9.1. For the purposes of these Terms, Confidential Information shall mean ideas, know-how, trade secrets, employee and supplier details, contractor information, pricing related information, business practices, client and customer information, financial information and plans, designs, formulas, concepts and techniques, plans, and other confidential and/or proprietary information that may be disclosed in connection with the provision of the Services. It excludes any information that was already known by a party prior to being provided with that information by the other party, is already accessible in the public domain, can be shown to be provided by a third party separately from this Agreement, or which has been produced, developed or collated independently and without any breach of these Terms.
9.2. We both agree that any Confidential Information that may be disclosed in connection with this Agreement and the delivery of the Services shall be kept secure and not disclosed or used by a party for its own purposes.
9.3. We both agree to ensure that our officers, employees and agents comply with the provisions of this Clause 9.
10. Intellectual Property
10.1. For the purposes of these Terms, Intellectual Property Rights shall mean all worldwide intellectual property rights whether registered or unregistered, registrable or non-registrable, including any application or right of application for such rights and shall include copyright and related rights, database rights, confidential information, trade secrets, know how, trade names, business names, trademarks, passing off rights, patents and rights in designs.
10.2. As part of the delivery of the Services we may provide you with information, data, code, text, sound, video, concepts, session plans or agendas, strategies, worksheets, articles, graphics, images and such other content (“Content”) as we consider relevant to the Services. You agree to only use such Content as directed by us and that at all times all Content remains our confidential and proprietary Intellectual Property and you agree not to reproduce, copy, disclose, change, modify, distribute, share, licence, sell or otherwise use any Content for any commercial reasons whether during provision of the Services, or at any time thereafter.
10.3. We shall grant to you a personal, limited, non-transferable, non-exclusive, revocable, royalty free licence to access and use any Content we provide to you for the purposes intended by these Terms. We reserve the right to revoke this licence at any time by providing you with written notice. This licence will automatically terminate upon termination of our Agreement, for whatever reason.
10.4. Where as part of the delivery of the Services we create new graphics, concepts, strategies, content or video or audio files with or without the use of any Materials, (“New Content”) we shall retain legal title to and the Intellectual Property Rights in all such New Content until all payments due to us by you have been paid in full. Once we receive full payment of all sums owing to us by you, we will undertake the transfer of legal rights in the relevant New Content to you. This clause will not apply to any New Content that is not taken forward by you. Legal title in any New Content not taken forward will remain with us, unless we agree otherwise.
10.5. We agree to use our best endeavours to obtain all copyright and a waiver of moral rights in respect of any Services sub-contracted to third parties or material acquired for the Services from third parties. Where this is not possible then we will inform you accordingly and before any agreement in respect of the sub-contracted services is entered into.
10.6. You agree that during the term of this Agreement and at any time thereafter, we shall be entitled to publicly identify our working relationship with you and to use any of your names, logos, trade marks or any Materials, content or other information arising during the term of this Agreement or received or created by us during provision of the Services, as required by us for marketing and promotional purposes, which shall include use on our Website and social media channels. We agree not to use any information which you expressly state is confidential or which you otherwise expressly ask us not to use or share.
11. Data Protection
11.1. In this clause, “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom including, but not limited to, the UK GDPR and the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
11.2. Any Personal Data you provide to us will be maintained, stored, accessed and processed in accordance with recognised Data Protection Legislation. We agree to only process Personal Data to the extent reasonably required to enable proper delivery of the Services, and to retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. Full details of how we process, use, collect and store Personal Data can be found in the privacy notice at honest-folk.com.
11.3. We agree not to disclose any personal data to any third party other than our employees, contractors, agents or advisors, to the extent necessary for the performance of the Services.
11.4. Our obligations under this clause 11, along with the obligations in clauses 9 and 10 shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to these Terms), to allow us to obtain legal advice or where we have been directed to do so by a court or other body of equivalent jurisdiction.
12. Non-exclusivity of Service and non-solicitation
12.1. You agree and acknowledge that nothing in this Agreement shall prohibit us from continuing to provide services similar to the Services to other companies and/or individuals or otherwise engaging in our regular business activities.
12.2. For the duration of your access to the Services and for a period of 12 months afterwards you agree NOT to employ, engage or attempt to induce, employ, solicit or entice away from us any of our employees, contractors or freelancers that were engaged, employed or contracted to us at any point during the time of your access to the Services, without our express consent in writing, such consent not to be unreasonably withheld.
13. Assignment and Sub-Contracting
13.1. We reserve the right to assign, charge or otherwise delegate or sub-licence any of our rights arising out of, or in connection with this Agreement, or sub-contract or otherwise delegate any of our obligations to any third party or agent. You shall not assign any rights or benefits under this Agreement without our prior written consent.
13.2. We shall be permitted to use our employees, agents or other qualified consultants to deliver the Services.
13.3. Where the Services include goods or services supplied to us by a third party, we do not provide any form of warranty, guarantee or representation as to quality, fitness for purpose or otherwise, but shall where possible, assign the benefit of any warranty, guarantee or indemnity provided by the supplier, to you.
14. Reviews and Testimonials
14.1. If you choose to share comments, information, content, photographs, graphics or images (“Client Content”) with us then in doing so you are granting to us, free of charge, permission to use that Client Content in any way as part of our business services, which shall include advertising and marketing.
14.2. When sharing Client Content, you confirm that you have the legal right to share it and that it doesn’t infringe any third party’s intellectual property or other rights.
14.3. Where you provide us with a testimonial, review or similar (“Review”) then in doing so you consent for us to exhibit, copy, publish, distribute, use on our website or any of our pages, our social media sites or in our advertising and marketing campaigns or email communications, your Review or part of your Review, as we reasonably require to lawfully promote our business. You can amend your consent at any time by emailing us.
15. Liability
15.1. This Clause 15 sets out our entire financial liability for any breach of these Terms and for any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
15.2. Subject to sub-Clause 15.3, we shall not be liable to you, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, revenue, goodwill, reputation, business opportunity, anticipated saving, business interruption or any failure to achieve any benefit expected to be derived from our arrangement, loss of use of any asset, loss of data recorded on any computer or other equipment or any special commercial, economic, indirect or consequential damage or any loss that may be suffered by you that arises out of or in connection with these Terms.
15.3. Nothing in this Clause 15, or in any other provisions of these Terms shall limit our liability for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury;
15.4. Subject to Clause 15.3, our total liability towards you, arising out of or in connection with these Terms (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the total Fee payable or paid under these Terms within the 12 months prior to the date on which the liability arose.
15.5. You acknowledge and agree that you shall be fully responsible for reviewing and checking the accuracy of any deliverables provided as part of the Services. Any errors which are identified and notified to us within 7 days from delivery will be rectified without further charge, where rectification is reasonably possible. For the purposes of this clause errors shall mean minor copy errors, misplaced graphics or text blocks, incorrect links or incorrectly exported artwork.
15.6. You agree to indemnify us and keep us indemnified against all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequence of your breach or non-observance of these Terms or arising out of claims based upon or relating to the Services undertaken for you or any claim brought against us by a third party resulting from the provision of any Services to you and your use of them.
15.7. We shall not be liable for any loss or damage suffered by you that arises from:
15.7.1. your failure to follow any instructions that we provide; or
15.7.2. any failure to deliver the Services where we are prevented due to a reason beyond our reasonable control; or
15.7.3. any losses arising from your choice of Services requested or your use of the Services once delivered.
15.8. During the term of this Agreement, and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our agents, employees, contractors, or clients, or our or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.
15.9. In the event a dispute arises in connection with the provision of the Services which is incapable of being resolved by mutual consent then we both agree to submit the matter for mediation by an independent mediator. In the event a resolution is still not possible 30 days following mediation then legal action can be commenced.
15.10. We both agree that we have adequate Insurance cover to meet any liabilities that may arise in connection with these Terms.
16. No Guarantee
16.1. You agree and understand that your use and access to the Services does not guarantee any particular results or success. During delivery of the Services, you will be provided with access to information, resources, people and support all designed to benefit you and your business but it remains, at all times, your responsibility to take any action suggested and to implement the necessary information received and/or any skills or tools shared. Your success and any results are dependent on factors which are outside our control and for that reason we are not able to guarantee that any particular results or success will be achieved.
16.2. Whilst we have made every effort to accurately represent the Services, any testimonials and/or examples of results experienced by others are not intended to represent or guarantee that others will achieve the same or similar results and we make no guarantee, representation or warranty, whether express or implied, with respect to the results that may be experienced and you accept and acknowledge that we are unable to guarantee or warrant the outcome or any particular results of the Services.
17. Contact between us
17.1. We use Gmail as our email provider. Save for any encryption provided by Gmail, no additional security or encryption is offered unless we agree in writing and we shall not be liable for any loss or damage arising from the copying, mis-direction or interception of any of our communications.
17.2. Where reference in these Terms is made to the provision of a notice then any such notice shall be validly served if sent by email to the address of the other party as set out in the Proposal and shall be deemed served, upon receipt of a valid delivery notification, if prior to 5pm UK time, or at 9am the following business day.
17.3. During delivery of the Services, we shall be available to you by telephone and email during the hours as set out in the attached Schedule. Any contact required outside of the agreed hours will incur an additional fee.
18. Unexpected Events
18.1. Every effort will be made to deliver the Services in accordance with these Terms but we shall not be liable for any delay or failure in delivery of the Services should we be prevented or delayed due to any act, event, omission or accident beyond our reasonable control (“Event”), including but not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, lock down, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom, explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of services or any other circumstances beyond our control. Should an Event occur then time of delivery of the Services shall be extended until a reasonable time after the Event preventing or interfering with the delivery of the Services, and under no circumstances will we be liable for any loss or damage you may suffer as a result thereof.
18.2. Where an Event arises, we shall provide notice in writing setting out the nature and extent of the Event and any steps we are taking to mitigate the impact and effect of the Event.
18.3. Should the Event continue for longer 1 month then either Party shall be entitled to terminate this Agreement by providing the other with 14 days’ notice in writing. Termination in these circumstances shall be without prejudice to either of our rights in respect of any breach of the Agreement occurring prior to termination.
19. General
19.1. The failure of either one of us to actively enforce any provision of these Terms shall not prevent that party from subsequently seeking to enforce any term or obligation of these Terms and any such failure shall not constitute a waiver, diminution or limitation of any right.
19.2. In the event any provision of these Terms is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
19.3. These Terms, including the Schedules, represent the entire agreement between us and supersede all other negotiations, drafts, correspondence and discussions prior to execution and can only be amended or modified by written agreement signed by both parties. References to Agreement and to Terms shall be construed as meaning the same unless it is otherwise clear that that is not intended.
19.4. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, or constitute either party to this Agreement the agent of the other or authorise the other party to make or enter into any commitments for or on behalf of the other party.
19.5. These Terms and any dispute or claim arising out of them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
19.6. You agree that no other representations have been made by us to induce you into accepting these Terms and entering into agreement with us and no modification to these Terms shall be effective unless in writing and signed by both parties.
19.7. Save as provided for in clause 15.8 the Contracts (Rights of Third Parties) Act 1999 shall not apply.