Red 7 a company of Studio 7 Terms & Conditions of Business

1 Services

1.1 Studio 7/Red 7 will deliver Services and Materials and will provide the Client any other such services agreed in writing between the parties, using its best efforts to ensure that these are delivered and provided in accordance with the proposed schedule.

2 Fees

2.1 Any and all sums due shall be paid on completion of work carried out (on condition that, where applicable, a valid invoice has been delivered).

2.2 Within 7 days of the acceptance of the Proposal by the Client, a signed agreement and a 50% deposit are required. The balance is payable upon completion of the live site. You can opt to pay the remainder by monthly standing order, spreading the payments over 4 installments for "red deal", 5 installments for "blue deal" and 6 installments for "yellow deal".

2.3 Studio 7/Red 7 will not undertake any work on the Services until it has received the deposit or first instalment required under the above clause.

2.4 Studio 7/Red 7 reserves the right to increase the Fees if changes to the Service(s) are required by the Client which depart from the original Proposal or in the case of any instruction by the Client given to Studio 7/Red 7.

2.5 If the Client cancels this agreement at any time before completion of the Services, the Client shall pay any fees that would have been charged to the Client to that date, and any payments that Studio 7/Red 7 has made or is contracted to make on behalf of the Client.

2.6 Studio 7/Red 7 reserves the right to charge interest on all overdue accounts. From the date on which payment is due, from day to day until the date of payment at a rate of 2% above the Lloyds TSB plc base rate from time to time in force and shall accrue at such a rate after as well as before any court judgment.

2.7 Studio 7/Red 7 will use its best efforts to produce designs and software that substantially meet the Clients instructions. If the Client rejects the designs produced according to the Clients instructions, or if the Client changes their original instructions in light of the designs produced, Studio 7/Red 7 reserves the right to charge an extra fee or fees for changing or amending the design(s).

3 Confidentiality

3.1 Studio 7/Red 7 and the Client, any employees of either party that may at any time be employed, or sub-contracted, by Studio 7/Red 7 or the Client, agrees to use its best endeavors to keep all information about the others business at all times strictly confidential. Not to use or copy confidential information except as agreed by both parties in writing, with any third party, and in that case, to ensure that all parties that it discloses information to, are bound by terms of confidentiality at least similar to this.

3.2 Clause 4 shall not apply to either party in relation to information about the others business (other than by breach of any duty of confidence) that has become public knowledge, is obtained from any third party or was previously known to that party before the Agreement, or is required to be disclosed by any legal obligation or order of any court of competent jurisdiction.

4 Property Rights

4.1 The Client will have sole title and ownership of all intellectual property rights held previously, made, or developed by them. Studio 7/Red 7 shall have sole title and ownership of all intellectual property rights made or developed by Studio 7/Red 7 in the provision of the Services or contained in the Materials (unless otherwise agreed in writing).

4.2 Studio 7/Red 7, on payment of all due fees, will grant to the Client, a non-exclusive royalty free license to use the intellectual property. This license will be exclusive to the Client and may not without written permission of Studio 7/Red 7, be assigned or transferred to any third party, including any group, parent, and sister company or associate of the Client.

4.3 Studio 7/Red 7 herby grants to the Client an irrevocable license to use images or extracts for the Company’s marketing or promotional purposes.

4.4 It shall be a condition to this Agreement, and which has been considered in assessing the level of fees due to Studio 7/Red 7 by the Client, that Studio 7/Red 7 will be credited on the Clients website as the creator of the site.

5 Term

5.1 Either party to this Agreement may terminate their obligations under the Agreement if the other is in breach of a material term or condition and fails to remedy a remediable breach within 30 days of receipt of a written notice to do so, which specifies the nature of the breach.

5.2 Either party may terminate this Agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due determined; commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).

6 Force Majeure

6.1 Though every effort will be made to carry out the contract, Studio 7/Red 7 shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing). Act of God, war, strike, lockout or any other labor dispute, fire, flood, drought, failure of power supply, legislation, and failure of third parties to supply software, design work, other materials, facilities, or other cause beyond the control of Studio 7/Red 7. During the continuance of such a contingency the Customer may by written notice to Studio 7/Red 7 to elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.

7 General

7.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.

7.2 The registration or obtaining of any domain name for the Client shall be subject always to the relevant terms and conditions of the relevant registrar, and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off. The Client acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK or elsewhere.

7.3 The Client undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 6 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of Studio 7/Red 7 or was otherwise engaged by Studio 7/Red 7 and was involved in any way in the provision of the Services.

7.4 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

7.5 This Agreement is subject to English law and to the exclusive jurisdiction of the English courts.

8 Warranty

8.1 Any errors in the site due to work carried out under this agreement will be corrected immediately during 30 days after the site is published.