Definitions 

Contract:  The contract between Lyra Studios and the Client for the supply of Services in accordance with these Conditions.  

Client:  The person or business with whom the Agency enters into a contract, even if fees are agreed to be invoiced to a nominated third party. 

Agency:  Shall mean Lyra Studios Limited 

Lyra Studios:  Lyra Studios Limited is registered in England and Wales. Company number 10501075.  

Intellectual Property Rights:  Patents, copyright and related rights, moral rights, trademarks and service marks, goodwill and the right to sue for passing off or unfair competition, and all other intellectual property rights.  

Order:  The Client's request for services as set out in the written acceptance of Lyra Studios' proposal.  

Services:  The services supplied by Lyra Studios to the Client as set out in the proposal.  

Proposal:  The description or proposal of the services provided by Lyra Studios to the Client.  

Terms:  These terms and conditions. 

Contract 

A contract shall be formed between the Agency and the Client. The proposal constitutes an offer by the Agency to supply the services detailed in the proposal to the Client. A contract will be regarded as existent when the proposal is approved in writing (in the form of a letter or e-mail) by the Client. The Contract will cover any subsequent changes to this proposal. If the Agency has not received written acceptance of the proposal, the Contract shall be deemed to have come into existence as soon as the Agency commences supply of the Services on the Client's behalf following their request to do so. 

Any proposal or estimate supplied by the Agency is valid for a period of 20 business days from the date of issue. 

Payment Structure   

The payment structure will be as per the proposal agreement. If not specified in the proposal, the Agency will start work on receipt of 50% payment for the project and issue another invoice for 50% on delivery, unless otherwise stated on the invoice or directly agreed with the Client.  

The Agency will issue an invoice(s) for extra costs and expenses at the end of the project, or at the end of the month in which the cost was incurred. 

Invoices must be settled in full on the invoice date unless otherwise stated on the invoice.  

The Agency reserves the right if any invoice is unpaid (whether wholly or in part) for more than 5 days from its date of issue to give the Client immediate notice that works on the project will stop until outstanding debts are settled.  

Any invoices settled later than 30 days will be subject to a late payment fee calculated at 2% of the total project fee. 

Any invoices settled later than 60 days will be subject to a late payment fee calculated at 5% of the total project fee. 

Extra charges for extra work outside the scope of the accepted proposal will be discussed and agreed upon as they occur.  

Expenses   

The Agency will charge all expenses associated with disbursements, travel, subsistence, and basic overnight accommodation at cost plus a 10% handling fee. Car mileage will be charged at 0.45 pence per mile. 

Scope of Project 

The scope of the project will be set out in the proposal. The Client agrees that they have not relied on any statement given by the Agency that is not laid out in the proposal and that they do not form any part of the contract and do not have any contractual power.  

The estimate supplied to the Client by the Agency is based on the scope included in the proposal and does not include added requirements. Any added requirements are to be agreed upon and invoiced separately.  

 Assignment and Usage Rights   

All intellectual property and goods created for the Client under this contract will be the property of the Agency until all project fees and any third-party obligations contracted by the Agency on the Client's behalf are settled in full. Once settled in full the Agency will grant an exclusive licence to use said intellectual property without time or geographical limitation.  

The Agency reserves the right to use all works created by them for promotional purposes in perpetuity without restriction. 

Supply of Services 

The Agency will supply the services to the Client in accordance with the proposal.  

The Agency will endeavour to meet any project deadline agreed in the proposal. Such dates are estimates only and will not be binding.  

The Agency reserve the right to amend the proposal if necessary and will notify the Client in any such event.  

The Agency will provide its services to the Client using reasonable care and skill. 

Client's Obligations  

The Client will co-operate with the Agency in all matters relating to the project. This includes providing access to the Client's data, information, and other materials requested by the Agency promptly. 

The Client is responsible for checking all content provided, for errors in copy and content. The Client shall have no remedy against the Agency for any loss incurred as a result of the Client's failure to raise any issues in a final proof. 

Any imagery, animations, gifs, content, or videos provided by the Client must be of sufficient quality to be used in the deliverables without requiring subsequent processing. 

The Client must ensure that it has the necessary Intellectual Property Rights to include any materials it provides to the Agency in the deliverables. 

Governing Law 

This contract shall be governed by English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.  

Data Protection  

Both parties will comply with all applicable data protection laws.  

Cancellation  

Lyra Studios requires formal notification in writing to the business address (2a Howden Street, London, SE15 4LB) or email (hello@lyra-studios.com, alex@lyra-studios.com or will@lyra-studios.com) to cancel a project. The Client will then be invoiced for all work completed up to the time of notification.  

Complaint 

The Client must inform the Agency in writing of a complaint relating to the services with precise details of the reason within 10 business days of the reason for the complaint becoming apparent. 

Receipt of a complaint does not remove the Client's duty to pay in full any non-related outstanding monies without delay or deduction of fees or to refuse payment for work in progress. 

Complaints will be reviewed by the Agency and could result in an offer to correct the cause for complaint with no added charge to the Client. If this treatment is regarded as unsatisfactory the Agency will try to reach a consensus on a refund of suitable fees or termination of the contract in which case the Cancellation clause will apply. 

Consequential Loss 

The Agency has no liability to the Client for any consequential loss to the Client in connection with the supply of any goods or services according to the Contract. 

For a definition, liability means any liability arising because of any representation, or any breach of any implied term or any duty at common law, or under any statute, or any express term of the Contract. 

Loss means, in connection to the Client, any loss (whether loss of profit, reputation or otherwise), damages, or other compensation and any legal or other costs which are awarded against or incurred by the Client, even if it is down to the negligence of the Agency, its employees or agents or otherwise. 

Force Majure

The Agency shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, pandemic, government action, failure of power supply, equipment failure, lockout, strike, default, or failure of a subcontractor or suppliers or any other cause beyond its reasonable control and the Agency shall not be liable for any loss, damage or expense suffered by the Client or any third party arising directly or indirectly from any such matters. 

Approval  

The Agency will endeavour to make sure the accuracy of all materials submitted for onward processing is correct, with final approval and responsibility lies with the Client. Approval means either verbal communication by the Client with the Agency confirming that approval has been given or in writing (letter or e-mail). 

Insurance  

The Client shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Agency's goods and services. 

Internet  

The parties (the Agency and the Client) may communicate by electronic mail. Both parties acknowledge the risks associated with communication by this medium including misinterpretation, delays, interception, and viruses. Neither party shall hold the other accountable for any damage suffered by the use of electronic mail. 

Confidentiality  

Both the Client and the Agency undertake not to disclose any confidential information relating to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement. 

The Client's confidential information shall include, but not be limited to, information and data relating to the Client's and its subsidiaries' business and their financial performance and results. 

The Agency expects all Clients to respect the Agency's confidentiality and not to use any intellectual property exchanged in any form (including any content within this proposal) without the written agreement of the Agency. The Agency's confidential information shall include, but not be limited to, details of its fees, costs, and unused work and concepts that it has produced. The resultant design work will be used in the Agency's portfolio unless agreed otherwise in advance.  

Severability  

If any provision of these terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein. 

Indemnification   

The Client hereby indemnify to the fullest extent Lyra Studios from and against any and/or all liabilities, costs, demands, causes of action, damages, and expenses arising in any way related to the Client's breach of any of the provisions of these Terms. 

Reference.  LSTC7991 

Date. 01.01.23