Terms & Conditions of Business

Definitions and Interpretation
- The following definitions apply in these Conditions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Client: the person or firm who purchases Services from STB Design.
Client Default: has the meaning set out in clause 4.9.
Client Materials: means any documents, data, information, photographs, images, branding, specifications, artwork, trade marks, logos, content, or other materials, in whatever form or medium, provided by or on behalf of the Client to STB Design for the purposes of the Services, including any materials to which the Client holds the necessary rights or licences for use in connection with the Project.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.8.
Contract: the contract between STB Design and the Client for the supply of Services in respect of the Project in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Deliverables: the deliverables set out in the Order, to be produced by STB Design for the Client.
Final Design Work: means the final version of any design, artwork, layout, deliverable or other creative output produced by STB Design for the Client as part of the Services, which is expressly approved in writing by the Client as the definitive and completed work for the Project, but excluding any drafts, preliminary versions, working files, rejected work or Client Materials.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Client’s order for Services in respect of the Project, as set out in the Client’s purchase order form, the Client’s written acceptance of the Proposal, tender or quotation, or overleaf, as the case may be.
Project: means the specific Client project in respect of which the Client requires the Services.
Proposal: means the proposal provided in writing by STB Design to the Client, setting out the description and/or specification of the Services, and the related fee proposal for the same, whether the same is set out in a detailed proposal document, by way of tender, or by way of providing an estimate or quotation.
Services: the design and consultancy services, including the Deliverables, supplied by STB Design to the Client as set out in the Proposal.
STB Design: Stocks Taylor Benson Limited registered in England and Wales with company number 02215101.
STB Design Materials: has the meaning set out in clause 4.2(d).
Term: means the period commencing on the Commencement Date and continuing until all obligations of the parties under the Contract have been discharged in full, unless terminated earlier in accordance with these Conditions.
Third Party Materials: any materials, image, footage or other content owned or licensed by any third party.
Third Party Service Provider: a third party provider of services, required by STB Design for the performance of the Services.
- Unless expressly provided otherwise in the Contract:
  - a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time;
  - any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
  - a reference to writing or written includes email but NOT fax.

Basis of contract
- The Order constitutes an offer by the Client to purchase Services in relation to the Project in accordance with these Conditions.
- The Order shall only be deemed to be accepted when STB Design issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
- Any samples, drawings, descriptive matter or advertising issued by STB Design, and any descriptions or illustrations contained in STB Design’s marketing collateral, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- Any Proposal given by STB Design shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
Supply of Services
- STB Design shall supply the Services to the Client in accordance with the Proposal in all material respects.
- STB Design shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services (unless STB Design has expressly agreed so in writing in the Proposal). The Client understands that any request to provide additional services outside the scope of the Services and/or any variation to the Services, is likely to have an impact on STB Design’s ability to perform the Services in accordance with any agreed timescales.
- STB Design warrants to the Client that the Services will be provided using reasonable care and skill.
- STB Design reserves the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and STB Design shall notify the Client in any such event.
- Where the Services include the supply of goods or materials, the Client shall accept reasonable tolerances in respect of colour and quantity. The Client acknowledges that the final printed product may differ in colour from that depicted in any proof, draft or preview. If the Client requires the final colouring of a printed product to match substantially with the proof, this must be expressly stipulated as part of the initial brief, to enable any additional costs of achieving such matching to be incorporated into the Proposal.
- The Services do not include, and the Client acknowledges that it is solely responsible for obtaining and maintaining, at its own cost, all licences, permissions and consents as may be required for the use, storage, distribution, access, or display of any proprietary or third party materials, including (but not limited to) software, typefaces, images (including photographs, illustrations and other visual content), fonts, and any media or platforms upon which any materials or deliverables provided by STB Design as part of the Services are stored, accessed, distributed or displayed. For the avoidance of doubt, the Client shall also ensure that it (a) holds all necessary consents, permissions or releases for any content, including images, text or other materials it provides to STB Design for incorporation into any deliverables, and (b) obtains all necessary third party/model releases and data protection consents where required. STB Design shall not be liable for any failure by the Client to obtain such licences, permissions or consents.
- Where the provision of the Services includes the supply of goods:
  - STB Design shall not be liable for any delay, loss or damage caused by carriers, provided that STB Design can provide proof of despatch of the relevant goods or materials to the Client. Claims arising from damage, delay or partial loss of goods (including designs) in transit must be notified in writing to STB Design within three (3) days of delivery. Claims for non-delivery must be notified in writing to STB Design within twenty-eight (28) days of the date of despatch; and
  - The risk in all goods shall pass to the Client upon delivery, but legal and beneficial ownership of such goods shall remain vested in STB Design until STB Design has received in full (in cash or cleared funds) all sums due to it in respect of those goods.

Client’s obligations
- Provision of information. The Client shall:
  - ensure that the terms of the Order and any information it provides in relation to the Project are complete and accurate and provided in writing, and shall keep STB Design promptly informed of any changes thereto;
  - ensure that the contents of the Proposal are fit for the Client’s intended purpose and meet its requirements;
  - provide STB Design with clear, complete, accurate and timely instructions; and
  - provide STB Design with such information and materials as STB Design may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects, including (without limitation) comprehensive details about the Client’s goods and/or services, the market in which it operates, any relevant legal or regulatory controls, and the Client’s requirements in respect of the Project and the Services.
- Additional obligations. The Client shall:
  - co-operate with STB Design in all matters relating to the Services;
  - to the extent required to provide the Services, provide STB Design, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by STB Design;
  - obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  - keep all materials, equipment, documents and other property of STB Design (STB Design Materials) at the Client’s premises in safe custody at its own risk, maintain STB Design Materials in good condition until returned to STB Design, and not dispose of or use STB Design Materials other than in accordance with STB Design’s written instructions or authorisation; and
  - comply with any additional obligations as set out in the Proposal.
- Client feedback and approval.
  - The Client shall review and respond promptly to all requests from STB Design for feedback, information, approvals, or other responses in relation to the Services, including (without limitation) any drafts, designs, concepts, or other Deliverables submitted for the Client’s review. STB Design accepts no liability for any errors, omissions, defects, delays, or additional costs arising from the Client’s failure to provide timely feedback, information, approvals, or other required responses.
  - Proofs, whether in artwork, printed or photographic form, may be submitted to the Client for approval. The Client shall review and respond to any such proofs promptly. STB Design accepts no liability for any errors, defects, or omissions in the Final Design Work that are not identified by the Client at the proof approval stage.
- Critical communications. STB Design cannot guarantee that emails sent to it, its employees, agents, consultants and/or subcontractors, will be received and all critical communications should be communicated verbally in person or by telephone to the Client’s nominated account manager, and in each case followed up in writing. STB Design is not obliged to verify any
- Incomplete instructions. In the event that the instructions, directions or information provided by the Client are ambiguous, incomplete or otherwise insufficient, STB Design shall use reasonable endeavours to request clarification from the Client. If, following such request(s), the Client fails to provide the required clarification or additional information within a reasonable time specified by STB Design, then STB Design shall be entitled, at its discretion, to:
  - suspend performance of the relevant Services until such time as the clarification or information is provided, with any associated costs and delays to be the responsibility of the Client; or
  - proceed on the basis of STB Design’s reasonable interpretation of the instructions provided, and STB Design shall have no liability whatsoever to the Client for any loss, damage, cost or expense arising as a result of STB Design having applied an interpretation of the Client’s instructions that subsequently proves to be incorrect.
- Client-specified materials and subcontractors. STB Design shall not be responsible for, nor shall it have any liability in respect of, any failure, defect, deficiency or unsuitability in any materials, products or items which the Client has stipulated, directed or required to be used in relation to the Services. Furthermore, STB Design shall not be responsible for, nor shall it have any liability in respect of, any act, omission, delay or failure to perform by any subcontractor, supplier or other third party engaged by, or stipulated, nominated or required by the Client for any aspect of the Services.
- Client Materials. All Client Materials and any other materials supplied to STB Design by or on behalf of any third party in connection with the Project and the provision of the Services shall be held, worked on, or used by STB Design at the Client’s sole risk. STB Design shall have no liability for any loss, damage or destruction of such materials, howsoever arising, except to the extent caused by its gross negligence or wilful misconduct. The Client is strongly advised to retain copies of all such items provided to STB Design during the course of the Services, and to maintain appropriate insurance in respect of any high-value property supplied to STB Design.
- Illustrators and photographers. Illustrators and photographers typically retain ownership of the original illustration or photograph. If any original illustration or photograph is provided to the Client, it must be returned undamaged upon request by the rights holder. For the avoidance of doubt, such ownership retention shall not restrict the Client’s use of the illustration or photograph within the agreed and negotiated usage rights.
- Client default. If STB Design’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
  - without limiting or affecting any other right or remedy available to it, STB Design shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays STB Design’s performance of any of its obligations;
  - STB Design shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from STB Design’s failure or delay to perform any of its obligations as set out in this clause 4.9; and
  - the Client shall reimburse STB Design on written demand for any costs or losses sustained or incurred by STB Design arising directly or indirectly from the Client Default.

Charges and payment
- The Charges for the Services shall be calculated on a time and materials basis:
  - Rates. The Charges shall be calculated in accordance with STB Design’s fee rates, as set out in its current rate card at the date of the Contract or otherwise in accordance with any rate cards expressly agreed at the time of the Order. Unless expressly agreed otherwise in writing, daily fee rates are based on a 7.5 hour working day;
  - Out of Hours and Overtime. Where the Client requests, or project requirements necessitate, that STB Design performs Services outside of its normal business hours or on an overtime basis in order to meet time-critical reporting or announcement deadlines, STB Design reserves the right to charge additional fees for such work. Any requirement for out of hours or overtime work, and any associated additional charges, shall be discussed and agreed in writing between the parties in advance of the relevant work being undertaken;
  - Rush Fees. STB Design shall be entitled to charge additional fees in the event that the Client requires the Services (or any part of the same) to be provided on an expedited basis. These fees shall be communicated to the Client in advance and shall be agreed before being incurred by STB Design;
  - Changes to scope or timelines. Where the Client requests, or necessitates, any changes to the agreed scope of work or timelines after the Contract has been entered into, STB Design reserves the right to discuss and agree with the Client any additional charges that may arise as a result of such changes. No such changes shall be implemented, nor additional charges incurred, unless and until agreed in writing by both parties;
  - STB Design shall charge the Client its fee rates, as set out in its current rate card at the date of the Contract or otherwise in accordance with any rate cards expressly agreed at the time of the Order, for any additional work required by reason of requested corrections or modifications to the Services or the Deliverables once the same have been approved by the Client;
  - Multiple designs. If, at the Client’s request, more than one design is selected for use and such selection was not provided for in the Proposal for the Services, STB Design reserves the right to charge the Client additional fees in respect of each additional design so selected. The applicable additional fees shall be notified to the Client in writing;
  - Expenses. STB Design shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom STB Design engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by Third Party Service Providers, the cost of any materials, and any delivery costs; and
  - Management charges. STB Design reserves the right to add a reasonable management charge to any goods and services provided by third parties, in accordance with industry practice.
- Where STB Design procures the services of Third Party Service Providers on behalf of the Client, quoted rates for those services are passed on by STB Design in good faith. The Client understands that further charges may become payable in certain circumstances. In the event that additional charges are levied by services the Third Party Service Providers, STB Design shall invoice the Client for such additional charges, unless such additional charge has only been incurred by the Third Party Service Provider as a direct result of the negligence of STB Design.
- STB Design shall invoice the Client on completion of the Services, except that STB Design may at its sole discretion:
  - require a deposit to be paid in advance before the start of the service provision, in which case STB Design shall invoice the Client for the required deposit on or around the Commencement Date;
  - invoice for partial performance of the Services upon achievement of a milestone or phase; and/or
  - issue interim invoices at any time throughout the Term.
- The Client must raise any issues or queries with an invoice submitted to it within seven (7) days of receipt, otherwise the invoice shall be deemed accepted.
- The Client shall pay each invoice submitted by STB Design:
  - within 30 days of the date of the invoice; and
  - in full and in cleared funds to a bank account nominated in writing by STB Design.
- All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by STB Design to the Client, the Client shall, on receipt of a valid VAT invoice from STB Design, pay to STB Design such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- If the Client fails to make a payment due to STB Design under the Contract by the due date, then, without limiting STB Design’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Without prejudice to any other rights or remedies available to it, STB Design shall have a general lien over all goods and property belonging to the Client in its possession (whether worked on or not) in respect of all sums due from the Client to STB Design. STB Design shall be entitled, on giving the Client not less than fourteen (14) days’ written notice, to dispose of such goods or property as it thinks fit and to apply the proceeds in or towards payment of such debts.
Suspension of the Services
- The Client may, at any time and for any reason, request in writing that STB Design suspend performance of the Services, either wholly or in part. Any such suspension shall take effect upon receipt by STB Design of the Client’s written notice specifying the effective date of suspension and the Services to be suspended. The Client shall be responsible for and shall promptly pay to STB Design all fees, charges and other costs incurred or committed by STB Design up to and including the effective date of suspension, including (without limitation) any non-cancellable third party costs, expenses or commitments entered into by STB Design in connection with the provision of the Services.
- Following any suspension in accordance with clause 6.1, STB Design may, at its absolute discretion, decline to re-commence Services and undertake any further work in relation to the Project. In addition, it shall be at the sole discretion of STB Design whether to maintain, re-assemble or otherwise retain any design team or personnel previously engaged with the Services.
- If STB Design does agree to resume work on the Project following any suspension, it reserves the right to review and amend the fees, charges and timelines applicable to any further Services, and any such revised terms shall be notified to the Client in writing prior to the recommencement of work.
Intellectual property rights
- Ownership of rights. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Materials) shall, from the moment of creation, be owned by STB Design.
- Licence to copy the Final Design Work. Subject to payment of all amounts owing hereunder, STB Design grants to the Client, or shall procure the direct grant to the Client of, a licence to copy the Final Design Work (excluding any Client Materials) for the purposes of receiving and using the same in relation to the Project only. It is understood by the Client that:
  - The rights conferred in this clause 7.2 do not permit it to modify or alter the Final Design Work or use the Final Design Work for any other purpose other than for the Project;
  - The rights conferred in this clause 7.2 apply to the Final Design Work only and do not extend to any other Deliverables created in the provision of the Services. In no circumstances shall the Client be permitted to use or publish draft, rough, uncompleted or rejected work, unless it has the prior written approval of STB Design;
  - The rights granted under this clause 7.2 shall be exclusive to the Client in respect of the Final Design Work, provided that such exclusivity shall not extend to (i) any techniques, know-how, concepts, methods, or processes used by STB Design in creating the Final Design Work that are of a general or non‑project-specific nature, or (ii) any features of the Final Design Work that are not unique to the Project and which STB Design may use in relation to other clients or projects;
  - To the extent that the Final Design Work incorporates Third Party Materials, the Client’s use of such Third Party Materials shall be subject always to the applicable licence terms imposed by the relevant third party. STB Design shall notify the Client in writing of any such Third Party Materials included in the Final Design Work and shall provide details of the material terms of any relevant third party licence. The Client acknowledges that its rights in respect of such Third Party Materials are limited to the extent of the rights granted under the applicable third party licence, and STB Design gives no warranty or undertaking in respect of the availability or licensing of any such Third Party Materials beyond such terms as may be imposed by the relevant third party; and
  - The Client shall not be permitted to sub-license, assign or otherwise transfer the rights granted in clause 2.
- Moral rights and accreditation. STB Design asserts its right to be identified as author of any design work which has been created in the course of the provision of the Services, and any publication of that work or reproduction thereof on any finished product shall bear a clear and distinctive credit to STB Design in a form and manner approved by STB Design. Any publicity given to the work produced by STB Design, as part of the Services shall give STB Design reasonable accreditation, and STB Design reserve the right to publicise work carried out for any client.
- Client Materials.
  - The Client grants STB Design a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any Client Materials to STB Design for the Term for the purpose of providing the Services to the Client.
  - The Client warrants that it has all necessary rights, licences and permissions in the Client Materials to enable STB Design to use such Client Materials in the manner contemplated by this Contract and that such use by STB Design will not infringe the Intellectual Property Rights or any other rights of any third party. The Client shall indemnify and keep indemnified STB Design against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by STB Design arising out of or in connection with any claim brought against STB Design for actual or alleged infringement of a third party’s rights arising out of, or in connection with, the use of the Client Materials.
  - STB Design shall have the right, at its sole discretion, to contact the owner or licensor of any Client Materials, or any relevant third party, to obtain clarification or confirmation regarding the ownership, licensing or scope of permitted use of such Client Materials, where deemed necessary for the provision of the Services.
- Rejected concepts. Any and all ideas, concepts, proposals, designs or other materials provided, disclosed or otherwise made available by STB Design to the Client in connection with the Services, which are either rejected by the Client or which do not form part of the Final Design Work for any reason (the Rejected Concepts), shall remain the confidential know-how and property of STB Design. The Client shall not use, exploit, or seek to use any such Rejected Concepts for any purpose whatsoever, and shall keep such Rejected Concepts strictly confidential. The Client shall not disclose any Rejected Concepts to any third party except with the prior written consent of STB Design. This obligation of confidentiality and non-use shall continue until such time as the relevant Rejected Concepts enter the public domain other than through a breach of a duty of confidentiality owed to STB Design, or for a period of two (2) years from the date of disclosure to the Client, whichever is the longer. This clause applies in addition to the general obligations of confidentiality set out in clause 11.6.
- Use of subcontractors. STB Design shall use all reasonable endeavours to secure for the benefit of the Client such Intellectual Property Rights in works created by its freelancers, contractors, and subcontractors as are necessary for the Client’s use of the Final Design Work in accordance with this Contract.
- STB Design warrants that the Final Design Work (excluding any Client Materials and any Third Party Materials) will be original and, to the best of its knowledge and belief as at the date of delivery to the Client, does not infringe the Intellectual Property Rights of any third party. Notwithstanding the foregoing, the Client understands and agrees that STB Design is under no obligation to carry out, nor shall it carry out, any searches or enquiries, including but not limited to trade mark searches, registered design searches, or market searches, in relation to the Final Design Work.
- Notice of claims. The Client shall promptly notify STB Design in writing if it becomes aware of any actual, suspected or threatened claim that the Final Design Work (excluding any Client Materials) infringes the rights of any third party.
- Storage and disposal of materials.
  - Unless otherwise agreed in writing between the parties, STB Design may efface or destroy any artwork, digital files, printing plates, screens, blocks, negatives, positives, slides, sketches, magnetic disks and tapes, type matter or any similar items created, used or acquired by STB Design in connection with the Services once they have been used for the Project and are, in the reasonable opinion of STB Design, no longer required for the purposes of the Project.
  - Following completion of the Services, STB Design may, at its discretion, retain artwork and other materials produced in connection with the Services as part of its records. Unless STB Design has expressly agreed in writing to store any such materials as part of its engagement for the Services, it shall have no obligation to do so, nor shall it be liable to the Client or any third party for any failure to retain, store, or preserve any such materials.

Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.
- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation; and
  - breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 3, STB Design’s total liability to the Client shall not exceed an amount equal to 100% of the charges paid by the Client to STB Design under the terms of the Contract.
- Subject to clause 8.3, STB Design excludes all liability in respect of the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
- STB Design has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- Unless the Client notifies STB Design that it intends to make a claim in respect of an event within the notice period, STB Design shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- This clause 8 shall survive termination of the Contract.
Termination
- Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three (3) months’ written notice. Where the Client exercises its right to terminate under this clause 9.1, any such termination shall be conditional upon the Client paying STB Design for all fees, charges and other costs incurred or committed by STB Design up to and including the effective date of termination, including (without limitation) any non-cancellable third party costs, expenses or commitments entered into by STB Design in connection with the provision of the Services.
- Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  - the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
  - the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  - the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  - the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without affecting any other right or remedy available to it, STB Design may terminate the Contract with immediate effect by giving written notice to the Client if:
  - the Client fails to pay any amount due under the Contract on the due date for payment; or
  - in the reasonable opinion of STB Design, the continuation of the Contract or its association with the Project presents or is likely to present a risk to the business, professional or commercial reputation or goodwill of STB Design.
- Without affecting any other right or remedy available to it, STB Design may suspend the supply of Services under the Contract or any other contract between the Client and STB Design if:
  - the Client fails to pay any amount due under the Contract on the due date for payment;
  - the Client becomes subject to any of the events listed in clause 2(c) or clause 9.2(d), or STB Design reasonably believes that the Client is about to become subject to any of them; and
  - STB Design reasonably believes that the Client is about to become subject to any of the events listed in clause 2(b).

Consequences of termination
- On termination or expiry of the Contract:
  - the Client shall immediately pay to STB Design all of STB Design’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, STB Design shall submit an invoice, which shall be payable by the Client immediately on receipt;
  - the Client shall also immediately pay all fees, costs and expenses of any Third Party Service Providers incurred by STB Design or committed to by STB Design in connection with the provision of the Services, whether or not invoiced at the date of termination;
  - the Client shall return all of STB Design Materials and any Deliverables, Rejected Concepts (and any materials or documents incorporating the same), other than the Final Design Work (provided fully paid for by the Client). If the Client fails to do so, then STB Design may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
General
- Use of AI tools.
  - STB Design may, in its discretion, utilise artificial intelligence (AI) tools, including but not limited to such features as may be integrated within standard design software applications (for example, those available within Adobe Creative Cloud), in the course of providing the Services, unless the Client has notified STB Design in writing that it does not wish AI tools to be used.
  - For the avoidance of doubt, STB Design shall not rely on AI tools to produce the Final Design Work, nor shall the Final Design Work be wholly or substantially generated by AI. AI tools may be used as ancillary aids in the development, ideation, drafting, or refinement process, including where such tools are integrated within standard design software applications. However, while some elements of the Final Design Work may, in the ordinary course of design practice, be modified, enhanced or refined by features powered by AI within such applications, the creative direction, composition and finalisation of the Final Design Work shall be undertaken and controlled by STB Design’s personnel.
  - Where STB Design elects to use AI tools, it shall do so in accordance with all terms and conditions governing use of such tools, including any applicable software licence terms, and shall exercise reasonable skill and care in compliance with applicable laws and professional standards.
  - STB Design maintains an ethical use policy in relation to its use of AI tools. Copies of this policy are available to the Client upon request.
- Non-solicitation.
  - During the Term and for a period of 6 months after termination or expiry of the Contract, the Client shall not (and shall procure that none of its Affiliates shall), without the prior written consent of STB Design:
    - solicit or entice away (or attempt to solicit or entice away) any Restricted Person from the employment or service of STB Design, other than by means of a public recruitment campaign open to all-comers and not specifically targeted at the staff of STB Design; or
    - employ or engage any Restricted Person,
  - Restricted Personmeans any person employed or engaged by STB Design during the Term who is or has been involved in the provision of the Services or the management of the Contract.
  - If the Client commits any breach of this clause 11.2, the Client shall, on demand, pay to the STB Design a sum equal to 20% of one year’s basic salary, or 20% of the annual fee, that was payable by STB Design to the Restricted Person, plus the recruitment costs incurred by STB Design in replacing that person.
- Data protection. The parties do not anticipate that any personal data will be processed in connection with the Contract. In the event that it becomes necessary for either party to process personal data in the course of performing the Contract, the parties shall, prior to commencing any such processing, enter into an appropriate data processing agreement in accordance with applicable data protection laws and regulations. Any such data processing agreement entered into by the parties shall be deemed incorporated into, and shall form part of, the Contract.
- Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
- Assignment and other dealings.
  - STB Design may at any time assign, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that, if STB Design subcontracts any of its obligations under the Contract, it shall remain liable to the Client for the performance of those obligations by its subcontractors except where clause 4.6 applies and the subcontractor has been stipulated, nominated or required by the Client.
  - The Client shall not assign, transfer, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of STB Design.
- - Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 6(b).
  - Each party may disclose the other party’s confidential information:
    - to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
    - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  - Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
  - The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  - Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of the Contract deleted under this clause 11.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- - Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the address used during the ordering process.
  - Any notice shall be deemed to have been received:
    - if delivered by hand, at the time the notice is left at the proper address;
    - if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
    - if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  - This clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.