North Wales digital agency specialising in creative and innovative digital content including web development, video production and virtual tours.
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In this Master Agreement:
“Charges” means the charges payable by the Customer for the Services, as agreed between the Supplier and the Customer from time to time.
“Supplier” means Timeline Junkies Ltd trading as FutureStudios (“FutureStudios”).
“Customer” means the person, company, organisation or other entity requesting or purchasing products or Services from the Supplier.
“Contract” means the contract between the Supplier and the Customer for the provision of products and/or Services incorporating this Master Agreement and any applicable quotation, proposal, order, Service Schedule or other written agreement.
“Master Agreement” means these General Terms and Conditions for website, internet, hosting, domain name, digital, photography, video production, design and related services.
“Services” means the services supplied or to be supplied by the Supplier to the Customer.
“Customer Data” means any information, data, files, content, images, text, software, credentials or other material supplied or made available by the Customer to the Supplier.
“Intellectual Property Rights” means copyright, database rights, design rights, trade marks, service marks, patents, rights in software, confidential information, know-how and all other intellectual property rights, whether registered or unregistered, together with any applications for such rights.
“Deliverables” means any artwork, designs, photographs, video files, websites, graphics, concepts, software, documentation or other materials produced or supplied by the Supplier as part of the Services.
“Third-Party Services” means products or services provided by third parties which are used in connection with the Services, including hosting, software, plugins, applications, domain registrars, cloud services, payment services and external platforms.
These Terms apply to the Contract between the Supplier and the Customer unless expressly varied in writing.
This Master Agreement, together with any quotation, proposal, order or Service Schedule expressly incorporated into the Contract, constitutes the agreement between the Supplier and the Customer in relation to its subject matter and supersedes prior discussions, arrangements or representations relating to that subject matter.
Where there is any inconsistency between these Terms and a specific written quotation, proposal or Service Schedule agreed by the parties, the specific written agreement shall take precedence in relation to the matter concerned.
No variation of the Contract will be binding unless agreed in writing by the parties.
Headings are included for convenience only and do not affect interpretation.
Nothing in these Terms excludes or restricts any statutory right or liability which cannot lawfully be excluded or restricted.
Where the Customer is acting as a consumer rather than in the course of a business, trade or profession, applicable consumer protection legislation will take precedence over any provision of these Terms which conflicts with that legislation.
The Contract is governed by English law and, subject to any mandatory rights applying to consumers, the parties submit to the jurisdiction of the courts of England and Wales.
The Supplier will provide the Services with reasonable care and skill and in accordance with the description of the Services agreed with the Customer.
The precise scope of the Services may be set out in a quotation, proposal, specification, Service Schedule, email or other written communication.
Either party may propose changes to the Services.
The Supplier may charge for additional work or changes requested by the Customer which are outside the scope originally agreed.
Where a requested change materially affects the scope, price or timescale of a project, the Supplier may require the Customer to approve revised Charges or timescales before carrying out the additional work.
Until a proposed change has been agreed, the Supplier may continue to provide the Services on the basis originally agreed.
The Supplier may use suitably qualified employees, contractors or third-party suppliers in the performance of the Services.
The Charges for the Services will be those agreed between the Supplier and the Customer.
Unless otherwise stated, quotations are exclusive of VAT and any applicable third-party costs.
The Supplier may require a deposit or advance payment before commencing work.
Unless otherwise agreed, invoices are payable within 14 days of the invoice date.
The Customer must pay invoices without deduction, withholding or set-off unless required by law.
Where the Customer requests additional Services or changes to the agreed scope, the Supplier may issue additional Charges.
For recurring Services, the Supplier may amend its Charges by providing reasonable advance notice to the Customer. Revised Charges will normally apply from the next renewal or billing period and will not retrospectively alter Charges already invoiced.
If any amount due to the Supplier remains unpaid after its due date, the Supplier may, after giving reasonable notice where appropriate:
a. suspend any or all Services;
b. decline to undertake further work;
c. disable access to Services where reasonably necessary;
d. withhold delivery of unpaid Deliverables where legally permitted; and/or
e. terminate affected Services in accordance with these Terms.
Suspension does not remove the Customer’s obligation to pay amounts already due.
Where a deposit is required, the deposit reserves production time and enables the Supplier to incur costs in preparation for the Services.
Deposits are non-refundable to the extent that they reasonably represent work already undertaken, time reserved, commitments entered into or costs incurred by the Supplier.
Where the Customer cancels a project, the Customer will remain responsible for:
a. Services already performed;
b. reasonable costs and commitments already incurred;
c. third-party charges which cannot be recovered; and
d. any other cancellation charges expressly agreed in advance.
Where the Supplier has been paid in advance for Services which have not been supplied and which the Supplier is no longer required or entitled to supply, any refund due will be determined having regard to the work completed, costs incurred and applicable law.
Nothing in this section affects any statutory cancellation or refund rights which the Customer may have where those rights apply.
The Customer will provide the Supplier promptly with all information, materials, access, decisions, approvals, credentials and other resources reasonably required to provide the Services.
The Customer is responsible for ensuring that information and instructions supplied to the Supplier are complete and accurate.
The Customer will ensure that its employees, contractors and other suppliers co-operate reasonably with the Supplier.
The Supplier will not be responsible for delays caused by the Customer’s failure to provide required information, approvals, materials, access or instructions.
Where the Supplier’s personnel attend the Customer’s premises, the Customer will provide a reasonably safe working environment.
The Customer is responsible for obtaining any permissions, licences or consents necessary for materials supplied by the Customer.
The Customer warrants that it is entitled to provide all Customer Data and materials supplied to the Supplier and to authorise their use for the purposes of providing the Services.
The Customer warrants that Customer Data will not knowingly:
a. infringe the Intellectual Property Rights of another person;
b. breach applicable law;
c. contain defamatory or unlawful material;
d. contain malicious software; or
e. breach applicable data protection legislation.
The Customer remains responsible for the accuracy and legality of Customer Data supplied to the Supplier.
The Customer will indemnify the Supplier against reasonable losses, liabilities, costs and claims arising directly from a third-party claim caused by the Customer’s breach of this section, except to the extent that the claim arises from the Supplier’s own acts or omissions.
Intellectual Property Rights owned by either party before commencement of the Contract remain the property of that party.
The Supplier retains ownership of its:
a. pre-existing materials;
b. software libraries;
c. frameworks;
d. templates;
e. development methods;
f. processes;
g. know-how;
h. reusable source code and components; and
i. other materials developed independently of the Customer’s specific project.
Unless otherwise expressly agreed in writing, once all Charges relating to a Deliverable have been paid in full, the Customer is granted a perpetual, non-exclusive licence to use the Deliverable for the purpose for which it was supplied.
Where the parties expressly agree that copyright or another Intellectual Property Right in a bespoke Deliverable is to be assigned to the Customer, such assignment will take effect only after all amounts due in respect of that Deliverable have been paid in full.
Third-party materials remain subject to the licence terms imposed by their respective owners.
Nothing in the Contract transfers ownership of third-party software, stock materials, open-source software, fonts, plugins, libraries or other third-party Intellectual Property Rights to the Customer.
Unless the Customer has requested confidentiality in writing, the Supplier may identify the Customer as a client and display completed publicly available work in the Supplier’s portfolio, website, case studies or promotional material.
Where the Supplier supplies physical goods, title to those goods will remain with Timeline Junkies Ltd t/a FutureStudios until the Supplier has received payment in full for those goods.
This clause does not transfer ownership of a Customer’s domain name to the Supplier and does not override the Intellectual Property Rights provisions of these Terms.
The Services may rely upon Third-Party Services which are not owned or controlled by the Supplier.
The Customer acknowledges that Third-Party Services may be subject to their own terms, charges, availability, licensing requirements and privacy policies.
The Supplier is not responsible for changes, interruptions, withdrawal, failure or discontinuation of a Third-Party Service which is outside the Supplier’s reasonable control.
Where a Third-Party Service introduces a new charge or increases an existing charge, the Supplier may pass that charge to the Customer where the service is required to continue providing the agreed Services.
The Supplier will use reasonable efforts to inform the Customer of a material third-party change which significantly affects the Services where the Supplier becomes aware of it.
Where the Supplier provides website hosting, maintenance or other ongoing digital Services, the Customer acknowledges that no internet-based system can be guaranteed to operate without interruption or vulnerability.
The Supplier will use reasonable care in providing Services but does not guarantee uninterrupted availability unless a specific service level has been agreed in writing.
The Customer must keep account credentials secure and notify the Supplier promptly if it believes an account has been compromised.
Unless a backup service has expressly been included within the Services, the Customer remains responsible for maintaining appropriate copies of its important data.
Where the Supplier provides backups as part of the Services, backups are a recovery measure and should not be regarded as a permanent archive unless expressly agreed otherwise.
The Supplier may take reasonable action necessary to protect the security or integrity of systems, including temporarily suspending a compromised website or service.
Each party will comply with applicable data protection legislation in relation to personal data processed under the Contract.
Where the Supplier processes personal data on behalf of the Customer, the parties will comply with any data processing requirements applicable to that relationship.
Each party will take reasonable measures to protect confidential information received from the other party.
Neither party will disclose the other’s confidential information except:
a. where reasonably necessary to perform the Contract;
b. to professional advisers who are subject to duties of confidentiality;
c. where required by law or a competent authority; or
d. with the other party’s permission.
Confidentiality obligations do not apply to information which is lawfully in the public domain through no breach of the Contract.
Any completion date or project timetable provided by the Supplier is an estimate unless expressly agreed in writing to be a binding deadline.
The Supplier will use reasonable efforts to meet agreed timescales.
Neither party will be liable for delay or failure to perform caused by circumstances outside its reasonable control.
Such circumstances may include failures of telecommunications systems, hosting providers, utilities or third-party platforms; industrial disputes; fire; flood; severe weather; epidemic; government action; civil disturbance; supply chain interruption; or acts or omissions of third parties.
The Supplier will be entitled to a reasonable extension of time where delay is caused by:
a. the Customer;
b. a third party engaged by the Customer;
c. changes requested by the Customer; or
d. circumstances outside the Supplier’s reasonable control.
Where the Supplier submits work to the Customer for approval, the Customer should review the work within a reasonable period and notify the Supplier of any material error or non-conformity with the agreed specification.
Where revisions are included within the agreed Services, those revisions must relate to the original agreed scope.
The Supplier may charge for revisions arising from a change of brief, additional requirements or work beyond the agreed revision allowance.
Approval by the Customer constitutes acceptance of the approved version subject to defects which could not reasonably have been identified during review.
Where the Customer is acting in the course of a business and the Late Payment of Commercial Debts (Interest) Act 1998 applies, the Supplier reserves the right to charge statutory interest and applicable fixed or reasonable recovery costs.
Where statutory interest applies, it is calculated at the statutory rate in force at the relevant time, which is currently 8 percentage points above the applicable Bank of England base rate.
The Supplier may issue an additional invoice for interest or recovery charges where appropriate.
This clause does not prevent the Supplier from exercising any other contractual remedy for non-payment.
The Supplier may suspend all or part of the Services where reasonably necessary if:
a. invoices remain overdue;
b. the Customer materially breaches the Contract;
c. continued provision of the Services may expose the Supplier or another person to security, legal or regulatory risk;
d. the Customer’s website or service has been compromised;
e. a relevant third-party provider requires suspension; or
f. the Customer uses the Services for an unlawful purpose.
Where reasonably practicable, the Supplier will notify the Customer of the reason for suspension and what is required for restoration of the Services.
The Supplier may terminate all or part of the Services by written notice if the Customer fails to pay an amount due and that amount remains unpaid for 7 days following written notice requiring payment.
Either party may terminate affected Services where the other party commits a material breach of the Contract and, where that breach is capable of remedy, fails to remedy it within 14 days after receiving written notice requiring it to do so.
Either party may terminate the Contract immediately by notice where the other party:
a. becomes insolvent;
b. enters administration or liquidation other than for a solvent restructuring;
c. has a receiver appointed over a material part of its assets;
d. enters an arrangement with creditors; or
e. ceases or threatens to cease carrying on business.
Termination does not affect rights, liabilities or payment obligations which arose before termination.
Any provisions intended expressly or by their nature to continue after termination will remain in force.
On termination, all unpaid invoices and Charges for Services already provided become payable.
The Customer will also be responsible for unavoidable third-party charges and commitments properly incurred on the Customer’s behalf before termination.
Following termination and payment of amounts properly due, the Supplier will provide reasonable co-operation to enable the Customer to transfer relevant Customer-owned materials or Services where technically and legally possible.
Additional work involved in migration, transfer, export or handover may be charged at the Supplier’s normal rates where it falls outside the Services already paid for.
The Supplier is not required to transfer licences or accounts which legally belong to the Supplier or another customer.
The Supplier may delete Customer Data retained solely for provision of terminated Services after a reasonable period, subject to applicable law and any agreed retention arrangements.
The Customer should therefore obtain any required copies before or promptly following termination.
The Supplier will perform the Services with reasonable care and skill.
Nothing in these Terms excludes or limits liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot lawfully be excluded or restricted.
Subject to the above, the Supplier will not be liable for:
a. loss of profit;
b. loss of revenue;
c. loss of anticipated savings;
d. loss of business opportunity;
e. loss of goodwill;
f. indirect or consequential loss; or
g. loss arising from circumstances outside the Supplier’s reasonable control.
The Supplier will not be responsible for loss caused by:
a. inaccurate or incomplete Customer Data;
b. the Customer’s failure to maintain appropriate backups where backup Services have not been agreed;
c. unauthorised changes made by the Customer or another third party;
d. third-party software, hosting, networks, platforms or services outside the Supplier’s reasonable control;
e. the Customer’s failure to follow reasonable technical or security instructions; or
f. the Customer’s breach of the Contract.
Subject to any liability which cannot lawfully be limited, the Supplier’s total aggregate liability arising from any single Contract will not exceed the greater of:
a. £500; or
b. the total Charges paid or payable by the Customer to the Supplier for the affected Services during the 12 months immediately preceding the event giving rise to the claim.
Where the affected Services have been supplied for less than 12 months, the relevant Charges will be those paid or payable during that shorter period.
Each limitation or exclusion in this section applies only to the extent that it is lawful and reasonable in the circumstances.
The Customer may not assign or transfer the Contract or any material right under it without the Supplier’s prior written consent, such consent not to be unreasonably withheld.
The Supplier may assign the Contract as part of a bona fide sale, transfer or restructuring of its business provided this does not materially prejudice the Customer’s rights.
A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.
A waiver on one occasion does not constitute a waiver on another occasion.
Rights and remedies under the Contract are cumulative unless expressly stated otherwise.
If any provision of the Contract is held to be invalid, unlawful or unenforceable, that provision will, so far as possible, be treated as modified to the minimum extent necessary to make it valid and enforceable.
If that is not possible, the affected provision will be treated as deleted without affecting the remaining provisions.
A notice under the Contract may be given by email or by post using the most recent contact details supplied by the receiving party.
The Customer is responsible for keeping its contact information up to date.
An operational or routine communication relating to the Services may be sent by normal email.
Where the Supplier registers, renews or manages a domain name on behalf of the Customer, the domain may be registered in the name of the Customer or such other person or organisation as the Customer properly instructs.
Unless expressly agreed otherwise in writing, the Supplier acts as an administrative intermediary or agent in arranging domain registration, renewal and management.
The Supplier does not acquire ownership of, or beneficial rights in, a Customer’s domain merely because the Supplier:
a. registered it;
b. manages it;
c. pays registry or registrar charges;
d. renews it; or
e. holds it within a registrar account controlled by the Supplier.
The Customer is responsible for ensuring that registrant information supplied to the Supplier is complete, accurate and current.
Domain registrations are subject to the rules, policies, procedures and terms of the applicable registry and registrar.
This includes, where relevant, requirements imposed by Nominet, ICANN or another registry or registrar.
The Customer authorises the Supplier to take reasonable administrative actions required to manage domains in accordance with those rules.
Where these Terms conflict with a mandatory registry or registrar requirement, the mandatory requirement will prevail.
The Supplier may issue renewal notices or invoices before expiry.
The Supplier may also use automated renewal systems where authorised by the Customer and permitted by the relevant registry or registrar.
The Customer is responsible for maintaining current contact information and responding promptly to renewal communications.
The Customer remains ultimately responsible for monitoring its important domain names and ensuring that appropriate renewal arrangements are in place.
The Supplier is not obliged to renew a domain where:
a. the applicable renewal invoice remains unpaid;
b. other amounts relating to that domain remain overdue;
c. the Customer has instructed the Supplier not to renew it;
d. the relevant Service has been terminated;
e. the Supplier no longer provides the relevant domain management service; or
f. renewal would breach applicable registry or registrar requirements.
Nothing in this section requires the Supplier to use its own money to preserve the Customer’s domain registration.
The Supplier may, but is not obliged to, renew a domain before receiving payment from the Customer.
Where it does so, renewal fees, registry charges, registrar charges and any agreed administration fees become payable by the Customer.
Renewing a domain using the Supplier’s own funds does not transfer ownership or registrant rights to the Supplier.
Previous voluntary renewals by the Supplier do not create an obligation to fund future renewals.
Where an invoice associated with a domain remains overdue, the Supplier may, subject to applicable registry or registrar requirements:
a. suspend domain management services;
b. disable automatic renewal where permitted;
c. decline to submit a further renewal request;
d. require payment before undertaking further administrative work;
e. recover reasonable charges incurred;
f. terminate domain management Services; and
g. permit the domain to proceed through the registry’s ordinary expiry and cancellation process.
Non-payment alone does not automatically transfer registrant ownership of a domain to the Supplier.
However, where the circumstances described in clause 24.9 apply, the Supplier may take reasonable steps to establish whether the existing registrant continues to exist, wishes to retain the domain, or has any person lawfully authorised to act on its behalf.
Where a domain is not renewed, it may enter an expiry, suspension, redemption, cancellation or deletion process determined by the applicable registry or registrar.
The timing and operation of these processes are outside the Supplier’s direct control.
The Supplier does not guarantee that an expired or cancelled domain can be restored.
A domain which is eventually deleted or released may become available for registration by another person.
The Supplier will not be liable for loss of a domain arising from the Customer’s failure to pay a renewal invoice, respond to renewal communications or provide required instructions, except to the extent that liability cannot lawfully be excluded.
Subject to:
a. compliance with applicable registry and registrar rules; and
b. payment of undisputed Charges properly due in respect of transfer or administration work,
the Supplier will provide reasonable assistance to transfer management of a Customer-owned domain to another provider.
The Supplier will not improperly change, withhold or transfer registrant ownership contrary to applicable law or registry rules.
The Supplier may charge a reasonable administration fee for transfer work where that fee has been notified to the Customer.
Where the Customer or registered domain holder:
a. has ceased trading;
b. has been dissolved, liquidated, disbanded or otherwise ceased to exist;
c. cannot reasonably be contacted;
d. has failed to maintain valid contact details;
e. has failed to respond to repeated communications concerning the domain; or
f. appears to have abandoned the domain or the activities with which the domain was associated,
the Supplier may take reasonable steps to establish the status of the registrant and the domain.
The Supplier may contact the registrant using its most recently available contact details and, where reasonably appropriate, contact former officers, members, representatives or other persons believed to have been associated with the registrant.
Where the Supplier receives no response after reasonable attempts to make contact, or reasonably establishes that the registrant has ceased to exist, the Supplier may:
a. cease funding or renewing the domain;
b. notify the applicable registrar or registry of the apparent status of the registrant;
c. seek guidance or determination from the applicable registrar or registry concerning the appropriate treatment of the domain;
d. allow the domain to proceed through the applicable expiry, cancellation or deletion process; and
e. following lawful cancellation and release of the domain, apply to register the domain in the Supplier’s own name or on behalf of another party.
Where permitted by the applicable registry or registrar rules, and where the Supplier has a lawful basis and any required authority to do so, the Supplier may also apply for a change of registrant or transfer of the domain.
Nothing in this clause authorises the Supplier to change the legal registrant of a domain contrary to applicable registry rules, registrar procedures or law.
The Supplier is not required indefinitely to fund, renew or administer a domain on behalf of a person or organisation which has ceased to exist or cannot reasonably be contacted.
The Customer is responsible for ensuring that its chosen domain name does not infringe another person’s rights.
The Customer will be responsible for claims relating to a domain selected or instructed by the Customer, including trade mark and passing-off claims, except to the extent that the claim arises from the Supplier’s own wrongful act or negligence.
Where the Supplier arranges an SSL certificate, licence, subscription or other renewable registration on behalf of the Customer, the Customer is responsible for paying applicable renewal Charges when due.
The Supplier does not guarantee perpetual renewal of any third-party certificate, subscription or registration.
Where a third-party service requires information, verification or action from the Customer, the Customer must provide it promptly.
The Supplier will not be liable for expiry resulting from the Customer’s failure to pay, provide required information or complete a required verification process.
The Supplier will use reasonable care and professional judgement in carrying out photography and video production Services.
Where filming or photography is weather-dependent, the Supplier will take reasonable account of forecast conditions when planning the work.
Weather conditions alone do not entitle the Customer to withhold payment for Services already properly performed.
Where the Customer wishes to postpone a scheduled filming or photography session because of forecast weather conditions, it should provide as much notice as reasonably possible and, where practicable, no less than 8 hours’ notice by email to:
Any unavoidable third-party costs or expenses already incurred may remain payable.
Where the Services involve unmanned aircraft or drone operations, such operations will be conducted in accordance with applicable Civil Aviation Authority requirements and other relevant laws and regulations in force at the time of the operation.
The Supplier may refuse, postpone, relocate or alter a proposed flight where the Supplier reasonably considers that the flight would be unsafe, unlawful or contrary to applicable operating requirements.
Factors may include:
a. weather;
b. airspace restrictions;
c. proximity to people or property;
d. site conditions;
e. permissions;
f. equipment limitations; and
g. instructions from the relevant authorities.
Where a flight cannot safely or lawfully proceed, the Supplier will use reasonable efforts to agree an alternative arrangement with the Customer.
Templates created specifically for use with a Supplier-provided email newsletter system are licensed for use with that system unless otherwise agreed in writing.
The Customer may not reproduce or deploy proprietary Supplier templates through another platform where doing so would involve copying Supplier-owned intellectual property without permission.
This restriction does not apply to Customer-owned content incorporated into a template.
The Contract represents the agreement between the parties concerning the Services to which it relates.
The Customer acknowledges that it has not relied upon any statement or representation which has not been incorporated into the Contract, except that nothing in this section excludes liability for fraud or fraudulent misrepresentation.
The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales.
Subject to any mandatory consumer jurisdiction rights, the courts of England and Wales will have exclusive jurisdiction in relation to disputes arising from the Contract.
Timeline Junkies Ltd trading as FutureStudios
Trading name: FutureStudios
Email: support@futurestudios.com
Website: futurestudios.com