Project Terms and Conditions

  1. The Contract

1.1 These Terms and Conditions and the signed Statement of Work to which they are attached (the “SOW”) form the contract between Stratton Craig Limited, company number 06608725 (“Stratton Craig”), and the client identified in the SOW (the “Client”).

1.2 The Client’s purchase order or other standard terms do not apply. If the SOW conflicts with these Terms and Conditions, these Terms and Conditions will prevail unless the SOW expressly identifies the clause being varied and states that it overrides that clause.

1.3 The Contract starts when both parties sign the SOW or Stratton Craig starts work at the Client’s request, whichever happens first.

  1. Services and Client Responsibilities

2.1 Stratton Craig will provide the services and deliverables described in the SOW (the “Services” and “Deliverables”) with reasonable skill and care. Delivery dates are estimates unless the SOW expressly states that a date is fixed.

2.2 The Client will provide complete and accurate briefs, information, materials, access, decisions and approvals when reasonably required. It will also make suitably authorised personnel available to support the project.

2.3 The Client warrants that it has all rights, licences, permissions and consents needed for Stratton Craig to use any information or materials supplied by or on behalf of the Client (“Client Materials”).

2.4 The Client is responsible for:

  1. the accuracy and completeness of Client Materials;
  2. the factual, legal and regulatory clearance of the Deliverables;
  3. obtaining any necessary legal, audit, tax or other professional advice; and
  4. approving the Deliverables before publication or use.

Stratton Craig does not provide legal, audit, tax or regulatory advice.

2.5 Stratton Craig may use suitably qualified employees, freelancers and subcontractors to provide the Services and will remain responsible for their performance.

  1. Client Delays and Dependencies

3.1 If the Client or anyone acting on its behalf delays or fails to provide an agreed dependency:

  1. Stratton Craig will not be liable for any resulting delay or failure;
  2. affected delivery dates will be extended by a reasonable period;
  3. Stratton Craig may revise the project timetable; and
  4. the Client will pay any reasonable additional time, downtime or third-party costs caused by the delay.

3.2 If the Client changes or cancels a booked briefing, workshop, review or delivery date within 72 hours, Stratton Craig may charge for additional project-management time, external resources and reserved capacity that cannot reasonably be redeployed.

  1. Changes and Additional Work

4.1 Either party may request a change to the Services. Stratton Craig is not required to implement a change until the parties agree in writing, including by email, any effect on scope, assumptions, timing and fees.

4.2 Work outside the agreed scope, additional amendment rounds, or work caused by incomplete, inaccurate or late Client Materials or instructions will be charged at the rates in the SOW or, where no rate is stated, at Stratton Craig’s then-current rates.

4.3 If the Client reduces, postpones or cancels any part of the Services, it will pay for:

  1. Services already performed;
  2. reserved resource that cannot reasonably be redeployed; and
  3. approved or reasonably incurred non-cancellable commitments.

Stratton Craig will take reasonable steps to minimise those amounts.

  1. Approval and Acceptance

5.1 Approval may be given by signature or by email from a person identified or reasonably held out by the Client as authorised to approve the relevant work.

5.2 Approval of an estimate or quotation authorises Stratton Craig to incur the stated third-party costs. Approval of copy, artwork, layouts or proofs authorises Stratton Craig to proceed to the next production or publication stage.

5.3 A Deliverable will be treated as accepted on the earliest of:

  1. the Client approving it in writing;
  2. the Client publishing, distributing or otherwise using it; or
  3. fifteen Business Days after delivery, unless the Client has provided written details of a material failure to comply with the SOW during that period.

5.4 Stratton Craig will correct a valid failure notified under clause 5.3. Other corrections or alterations, including those outside the amendment rounds included in the SOW or requested more than 30 days after delivery, will be treated as additional work.

  1. Fees and Payment

6.1 The Client will pay the fees, expenses and applicable VAT set out in the SOW. Approved third-party costs and agreed expenses are payable in addition unless expressly included in the stated fees.

6.2 Unless the SOW states otherwise:

  1. 50% of the fees for a new Client’s first project must be paid before work starts; and
  2. all other invoices are payable in pounds sterling within 30 days of the invoice date.

6.3 All amounts must be paid without set-off, counterclaim, deduction or withholding, except where required by law.

6.4 The Client must notify Stratton Craig of a genuine invoice dispute, together with its reasons, within seven Business Days of receiving the invoice. The undisputed balance must still be paid on time.

6.5 If an invoice is overdue, Stratton Craig may claim interest, fixed compensation and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

6.6 If payment remains overdue seven days after written notice, Stratton Craig may suspend the Services and revise the timetable without liability until all overdue amounts are paid.

  1. Intellectual Property

7.1 Client Materials remain the property of the Client or its licensors. The Client grants Stratton Craig a non-exclusive, worldwide and royalty-free licence to use and adapt Client Materials as necessary to provide the Services.

7.2 Stratton Craig retains ownership of all tools, templates, methodologies, processes, know-how, prompts, systems and other materials created independently of the SOW or capable of general application (“Background Materials”).

7.3 Once Stratton Craig has received full payment of all sums due for the relevant Deliverables:

  1. Stratton Craig assigns to the Client the intellectual property rights created specifically for the Client under the SOW; and
  2. Stratton Craig grants the Client a perpetual, worldwide, non-exclusive licence to use any Background Materials incorporated into those Deliverables as part of the Deliverables.

7.4 Intellectual property rights will not transfer, and the Client must not publish or commercially use the Deliverables, until the relevant invoices have been paid in full.

7.5 Third-party materials remain subject to the relevant third-party licence terms. Uncommissioned proposals, concepts and pitch materials remain Stratton Craig’s property.

7.6 Stratton Craig may reuse general skills, experience, ideas, methods and know-how provided it does not disclose the Client’s Confidential Information. Stratton Craig may identify the Client and display publicly available Deliverables in its credentials and portfolio unless the SOW states otherwise.

  1. Client Materials and Indemnity

8.1 The Client will indemnify Stratton Craig against third-party claims, losses, damages, fines and reasonable legal costs arising from:

  1. Client Materials;
  2. the Client’s modification of a Deliverable;
  3. use of a Deliverable outside the purpose or terms of the Contract; or
  4. publication or use of content approved by the Client,

to the extent that the claim alleges infringement, unlawfulness, inaccuracy or breach of a third party’s rights and was not caused by Stratton Craig’s breach of the Contract.

8.2 Stratton Craig must promptly notify the Client of a claim under this clause, provide reasonable cooperation at the Client’s cost and allow the Client to control its defence and settlement. The Client may not agree any settlement that admits liability or imposes a non-financial obligation on Stratton Craig without Stratton Craig’s written consent.

  1. Liability

9.1 Nothing in the Contract limits or excludes liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of title; or
  4. any liability that cannot legally be limited or excluded.

The Client’s obligation to pay amounts due under the Contract is not limited by this clause.

9.2 Subject to clause 9.1, neither party will be liable for any loss of profit, revenue, sales, business, contracts, anticipated savings, goodwill, or loss or corruption of data, whether direct or indirect, or for any indirect, consequential or special loss.

9.3 Stratton Craig will not be liable for:

  1. Client Materials;
  2. content approved or accepted by the Client;
  3. reliance on a Deliverable as legal, audit, tax or regulatory advice;
  4. changes made to a Deliverable by the Client or a third party; or
  5. claims first brought in the USA or Canada, unless the SOW expressly states otherwise.

9.4 Subject to clause 9.1, Stratton Craig’s total aggregate liability arising from the Contract, whether in contract, tort including negligence, misrepresentation, breach of statutory duty or otherwise, will not exceed the total fees paid or payable under the SOW.

9.5 All warranties, conditions and other terms not expressly stated in the Contract are excluded to the fullest extent permitted by law.

  1. Confidentiality and Data Protection

10.1 Each party will:

  1. keep the other party’s non-public commercial, technical and client information confidential;
  2. protect that information using at least reasonable care; and
  3. use it only for the purposes of the Contract.

10.2 A party may disclose confidential information to its personnel, professional advisers and subcontractors who need it and are subject to confidentiality obligations, or where disclosure is required by law or a regulator.

10.3 These restrictions do not apply to information that is lawfully public, already known without restriction, independently developed or lawfully received from a third party.

10.4 Each party will comply with applicable data-protection law. If Stratton Craig will process personal data on the Client’s behalf, the parties must put appropriate data-processing terms in place before that processing starts.

  1. Termination

11.1 Either party may terminate the Contract immediately by written notice if the other party:

  1. commits a material breach and, where the breach can be remedied, fails to remedy it within 30 days after written notice; or
  2. becomes insolvent, ceases trading or is unable to pay its debts.

11.2 Either party may terminate the Contract on the notice stated in the SOW. If the SOW does not state a notice period, either party may terminate on 30 days’ written notice.

11.3 On termination, the Client must pay:

  1. all outstanding invoices;
  2. fees for Services performed but not yet invoiced;
  3. approved or reasonably incurred non-cancellable commitments;
  4. the cost of reserved resource that cannot reasonably be redeployed; and
  5. for a retainer, the fees payable through the applicable notice period.

11.4 Stratton Craig will provide the Client with paid-for work in its then-current state. Termination will not affect rights or liabilities that arose before termination.

11.5 Clauses relating to payment, intellectual property, confidentiality, data protection, indemnities, liability and governing law will continue after termination.

  1. General

12.1 No variation or waiver of the Contract is effective unless confirmed in writing by an authorised representative.

12.2 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, provided it notifies the other party and takes reasonable steps to reduce the effect. If those circumstances continue for more than 30 days, either party may terminate the affected Services. The Client will remain liable for Services already performed and committed costs.

12.3 Stratton Craig may assign the Contract to another company in its group or as part of a sale of its business. The Client may not assign the Contract without Stratton Craig’s written consent.

12.4 The parties are independent contractors. Neither party may act as agent for or bind the other. No person other than the parties may enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

12.5 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue.

12.6 The SOW and these Terms and Conditions constitute the entire agreement between the parties concerning the Services. Neither party has relied on any statement not expressly included in the Contract. Nothing in this clause limits liability for fraud.

12.7 The Contract and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.