STUDIO LIDDELL STANDARD TERMS OF BUSINESS

Fees & Payment

1.1     Unless otherwise agreed or stated on our invoice, payment shall be made within 30 days of invoice date.  If a purchase order number is required to be stated on any invoices we send to you, you must provide this to us before our work commences.

 

1.2    If a purchase order number is required to be stated on any invoices we send to you, you will send us an authorised purchase order on acceptance of the accompanying quote.

 

1.3    If you fail to make any payment by the due date, we reserve the right to cease work on the project until the payments have been brought up to date.  If we exercise this right we will inform you of our decision immediately.

 

1.4    In the event that we exercise our right to cease work on the project in accordance with clause 1.3, you acknowledge that, where relevant, any agreed timescales will be automatically deferred by the number of days equivalent to the lateness of the payment(s) due to us.

 

1.5     If you fail to make any payment due to us by the due date, you shall pay interest on the overdue amount at the rate of 2% per annum above The Bank of England’s base lending rate. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.

 

1.6    Clause 1.5 shall not apply to payments disputed in good faith. If you dispute any invoice or other statement of monies due, you shall immediately notify us in writing.

 

1.7    If you request changes to the scope of the project after work has started, you acknowledge that further charges may apply and that the changes to the scope may impact upon the any agreed delivery timescales.  We will inform you of any additional costs and the extent of any impact to the delivery timescales prior to adoption of the amended scope.

 


Intellectual Property

2.1    All intellectual property rights to the work performed are owned by us on creation, and full title will be retained by us until you have paid the agreed fee in full.

 

2.2    When full payment of the fee has been received by us:

 

2.2.1    We will transfer full title to the final rendered image/rendered animation/executable software file software application (or other works as applicable) to you.

 

2.2.2    We will retain full title to all working papers and files of any kind (including, but not limited to, 3D build files, wireframe models and source code) which have accrued during the performance of the project.  For the avoidance of doubt, we shall retain full title to any incremental development of software owned by us through delivery of the project.

 

2.2.3    Where relevant, we shall grant you a non-exclusive licence to any underlying software owned by us solely for use in relation to the project.

 

2.3    We will have the right to present examples of the work performed for promotional purposes (e.g. SL website, SL showreels, etc) after title transfers to you under clause 2.2.1 unless you notify us otherwise.

 

2.4    We acknowledge that your intellectual property shall remain your property, and that there shall be no transfer of intellectual property between the parties under this agreement other than as provided for in clause 2.2.1.

 

2.5    You acknowledge that our intellectual property shall remain our property, and that there shall be no transfer of intellectual property between the parties under this agreement other than as provided for in clause 2.2.1.


Confidentiality

3.1    Any confidential information or materials supplied to us:

 

3.1.1    will remain your property, and shall be returned to you on demand.

 

3.1.2    will not be used or disclosed to any third party except: (i) to the extent required to perform our obligations; or (ii) if we are required to do so by law.

    

3.2    We will be entitled to publically disclose the work we have undertaken for promotional purposes unless you notify us otherwise.  You will advise us of any embargo timescale if applicable.