Terms of Use Agreement

Commencement

  1. This agreement sets forth the legally binding terms governing your use of the websites theonlinestudio.social, theonlinestudio.co.uk (“Websites”) and the services set out herein. The term “Agreement” shall mean this Terms of Use Agreement and any accompanying documents which incorporate this Agreement by reference. This Agreement supersedes any previous agreement between you and The Online Studio 24 Limited (“The Online Studio”) regarding the same subject matter.
  2. By using this Websites, registering an account, or otherwise instructing The Online Studio in relation to the provision of Services you acknowledge that you have read, understood, accept and agree to be bound by the terms and conditions of this Agreement.
  3. This Agreement is subject to occasional revision. Any substantial changes will notified to you either by e-mail (sent to the most recent e-mail address for notice provided by you) or by a prominent posting to the Websites. Any changes to this Agreement will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you, or thirty (30) calendar days following the posting of notice of the changes to the Websites. You are responsible for the provision and maintenance of valid e-mail addresses for notice. The continued use of our services following the effective date of such changes shall constitute consent to the Agreement as so amended.
  4. You hereby represent that you understand and acknowledge that failure to comply with this Agreement may mean that The Online Studio suffers irreparable injury for which monetary damages alone may not be an adequate remedy. You hereby agree that in the event of non-compliance with this Agreement, The Online Studio will be entitled to specific performance and injunctive and/or other equitable relief as a remedy in addition to and not in lieu of any appropriate relief in the way of monetary damages.

Our Services

  1. The Online Studio offers creative and digital production solutions (“Services”) for the provision of content (“Social Content”) for customers who wish to develop and market their own product and service offerings. Access to Services may be obtained by individuals or entities (“Customers”) registering an account with, or otherwise instructing The Online Studio in relation to the provision of Services.
  2. Services shall (unless otherwise indicated) include;
    1. Customer Access to The Online Studio Services during office hours from 09:30 to 18:00 each business day (being any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in the United Kingdom);
    2. An initial call (Kick Off Call) and creation of Social Content for Customers following provision by Customers of a brief and Customer Content (via the Websites or otherwise);
    3. Provision of initial designs for a maximum of 15 pins within 72 hours (excluding non-business days) of the Kick Off Call;
    4. Two rounds of updates to Social Content requested by Customers following initial submission of Social Content by The Online Studio subject to additional cost where any requested update comprises an alteration above 70% of Social Content submitted.
  3. “User” means any user of the Websites or Services and shall include any Customer.
  4. Upon acceptance of a Customer brief or instruction, The Online Studio represents and warrants that it shall exercise diligent and determined measures to perform the Services in a professional and timely manner, and in conformance with generally accepted industry standards and practices.
  5. The Online Studio reserves the right in its sole discretion to refuse or restrict provision of the Services. Some jurisdictions provide Customers certain mandatory statutory rights which shall, for avoidance of doubt, remain unaffected.
  6. Customer consents (such consent revocable by written notice) to the use of Social Content by The Online Studio for reasonable marketing purposes and to the use of Customer websites content and other media.

Accounts

  1. In order to access the Services, Customers must register for an account (“Account”) either via the Websites or by contacting The Online Studio directly. In doing so, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you shall notify The Online Studio as required to maintain accuracy of the information provided.
  2. You are responsible for maintaining the confidentiality and integrity of Account login details provided by The Online Studio and will notify the same in the event of breach or suspected breach of the security of your Account.

Customer Content

  1. You may submit content to The Online Studio to facilitate provision of the Services. “Customer Content” means all data, images, designs or other content which is submitted to The Online Studio via the Websites or by any other means.
  2. Customers are solely responsible for Customer Content and assume all risks associated with its use. You may not state or imply that Customer Content is in any way provided or endorsed by The Online Studio.
  3. You hereby represent and warrant that your Customer Content complies at all times with the Acceptable Use Policy detailed below.
  4. You hereby grant, and represent and warrant that you have the right to grant to The Online Studio an irrevocable, non-exclusive, royalty-free and fully paid worldwide license for the use of Customer Content solely for the provision of Services under this Agreement.

Website

  1. Subject to the terms of this Agreement, The Online Studio grants you a revocable, non-transferable, non-exclusive license to use the Websites and Services for your business purposes only.
  2. In providing Services, The Online Studio may utilise third party providers of stock royalty-free images, video and editorial (“Third Party Stock”) for which The Online Studio has obtained all necessary rights to deliver. The provision of Third Party Stock may incur additional charges.
  3. The Online Studio may revise or modify Customer rights with respect to Third Party Stock in the event the relevant third party provider issues a valid and legal demand on The Online Studio to do so.
  4. If you provide feedback, suggestions or testimonials regarding the Websites or Services (“Feedback”) to The Online Studio, you hereby assign and agree to assign upon request by The Online Studio all rights in the Feedback and agree that The Online Studio shall have the right to use such Feedback and related information in any manner it reasonably deems appropriate.

Acceptable Use Policy

  1. You agree not to use the Websites or Services in connection with the use or provision of any Customer Content which i) violates any third party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual or proprietary right; ii) is unlawful, abusive, tortious, threatening, harmful, obscene or otherwise objectionable; iii) is in violation of any laws or obligations or restrictions imposed by any third party; or iv) would or could cause a material risk to the security or operations of The Online Studio, the Websites or any third party.
  2. We reserve the right to review Customer Content and take appropriate action (as determined in our sole and absolute discretion) including removal or modification of Customer Content and terminating your Account if you violate the Acceptable Use Policy.

Dislaimer of Warranties

Save as set out in clause 2.3 above, the Services are provided to the Customer on and “AS IS” basis, and The Online Studio makes no express or implied warranty concerning the Services, whether in whole or in part, and The Online Studio expressly disclaims any implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose with respect thereto. Without limiting the generality of the foregoing, there is no guarantee that the Services will meet the Customer’s requirements, be error free or provided without interruption.

Limitation of Liability

  1. In no event will The Online Studio (nor its third party providers and suppliers) be liable (save in the case of death or personal injury caused by negligence) to you for any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or our use of, or inability to use, the Websites or Services, even if we have been advised or are otherwise aware of the possibility of such damages. Access to, and the use of the Websites and/or Services are at your own risk and discretion, and you will be solely responsible for loss or damage arising therefrom.
  2. The parties agree that notwithstanding anything to the contrary in this Agreement our (and our third party providers and suppliers) liability for any damages out of or in relation to this Agreement (however caused or alleged) will at all times be limited to £3,000 irrespective of the existence of multiple Customer claims.

Indemnity

You agree to indemnify and hold The Online Studio (and its officers, employees and agents) harmless against any third party damages, claims, actions, proceedings, costs and expenses arising directly from i) your use of the Services; ii) your Customer Content; and iii) your breach of any term of this Agreement or applicable law.

Payment Terms

  1. Indicative pricing for campaigns and Services are available on the Websites or by contacting The Online Studio directly (“Applicable Fees”).
  2. Payment of Applicable Fees (where not settled in advance) will be in GBP, USD or EUR and, unless otherwise notified, will be due within 30 days of receipt of the applicable invoice without set-off, counterclaim or deduction. The Customer agrees to pay interest on Applicable Fees outstanding after this period at the rate of 1.5% (compounding) of the unpaid balance per month or the maximum otherwise permitted by law.
  3. Applicable Fees are exclusive of any applicable taxes for which Customers shall be additionally responsible.

Non Infringement

  1. The Online Studio hereby represents and warrants that (i) it owns or has all necessary rights, licenses or permits, to be able to deliver Third Party Stock (including material derived therefrom) and perform the Services hereunder, (ii) the Services provided to Customer or Customer’s use thereof as permitted hereunder do not and will not infringe, breach, violate or misappropriate any applicable law, rule or regulation or any patent, copyright, trade secret or other intellectual property interest of any other party.
  2. Customer represents and warrants that it owns or has all necessary rights, licenses or permits in respect of any material submitted to The Online Studio and that the same materials do not and will not infringe, breach, violate or misappropriate any applicable law, rule or regulation or any patent, copyright, trade secret or other intellectual property interest of any other party.

Representations

You represent, warrant and undertake to The Online Studio, both at the date of this Agreement that i) you have full power and authority to enter into this Agreement and to instruct The Online Studio for the provision of Services; and ii) all information you have given, or shall give, to The Online Studio is true, accurate and complete as of the date of this Agreement and at the time of any changes to such information, the same will be promptly notified to The Online Studio.

Confidentiality

Both parties hereto shall, unless with mutual express consent of the parties, or as required by relevant legislation, governing authority with jurisdiction or regulation, keep confidential all information (excluding marketing material) relating to or contemplated by this Agreement and any other confidential or proprietary information which one party may become aware about the other party, except to the extent that such information has become public knowledge, otherwise than in breach of this Agreement, or disclosure is required by law, or a relevant regulatory body, or disclosure is made in confidence to each party’s professional advisors.

The General Data Protection Regulation (EU) 2016/679 (“GDPR”)

  1. The Online Studio as a Data Controller may gather, collect, use, store or otherwise process any personal data (within the meaning of the General Data Protection Regulation (“GDPR”)) provided by or about you, your employees, contractors, agents or representatives (“Data Subjects”).
  2. The Online Studio will take every reasonable step to ensure that personal data is accurate and, where necessary, is kept up to date. The purposes and legal basis for processing personal data are set out in The Online Studio’s Privacy Notice which is available on the Websites.
  3. All Data Subjects have legal rights afforded to them under GDPR and the below sets out the rights that you have with respect to the personal data held and used by us:
    1. Right to withdraw your consent previously provided to us to process your personal data. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.
    2. Right to enquire as to whether The Online Studio is processing your personal data and to request access to such personal data that we have collected, used, stored or otherwise processed.
    3. Right to request the rectification of your personal data if it becomes inaccurate.
    4. Right to request the erasure of your personal data. Please note that in certain circumstances where processing is necessary, The Online Studio may not be required to meet such requests.
    5. Right to request a restriction of processing of your personal data. When processing is restricted, we will not use your personal data however, we will continue to store it and use it in circumstances prescribed by GDPR.
    6. Right to request data portability of your personal data.
    7. Right to object to processing of your personal data in certain circumstances.
  4. In order to exercise your Data Subject rights, you are kindly requested to set out your request in writing to The Online Studio which will action valid requests without undue delay and will respond within one month of receipt of the request. The Online Studio retains the right to extend this period for complex and lengthy requests and will notify you of any required extensions. The Online Studio may need to request additional information necessary to confirm the identity of the Data Subject.
  5. The Online Studio will provide the response to your request, including any and all information, communications and actions free of charge. In circumstances where the request is excessive or determined to be manifestly unfounded, The Online Studio retains the right the charge a reasonable fee or refuse the request.
  6. If you have any questions regarding The Online Studio’s processing of personal data, if you wish to exercise your Data Subject rights, or if you wish to raise a complaint with respect to the processing of your personal data please contact:

    Email:
    [email protected]

    Postal Address:
    The Online Studio
    12 Melcombe Place
    London NW1 6JJ

    You can find out more information about your rights by contacting the data protection regulator in your jurisdiction, the Information Commissioner’s Office, or by searching their website at https://ico.org.uk.

Assignment

You may not assign any of your rights or obligations under this Agreement to any other person without the prior written consent of The Online Studio. We may assign its rights or obligations to associated companies or to any person or entity who may acquire the whole or any part of our business or assets.

Time is of the Essence

Time shall be of the essence with respect to any payment, delivery or other obligation you may have to The Online Studio under this Agreement.

Force Majeure

We shall not, in the absence of fraud, negligence and wilful default, be in breach of our obligations under this Agreement if in our reasonable opinion, there is any total or partial failure of performance of our duties and obligations occasioned by any act of God, fire, act of government or state, act or acts of terrorism, war, civil commotion, insurrection, embargo, failure of any computer system, prevention from, interruption or hindrance in obtaining any energy or other supplies, interruption of power supply or electronic, communication or information system, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our control.

Term and Termination

  1. This Agreement shall commence upon registering an Account, or otherwise instructing The Online Studio in relation to the provision of Services.
  2. You may terminate this Agreement at any time by written notice to The Online Studio subject to your having no outstanding obligation to The Online Studio. The Online Studio may terminate this Agreement at any time for cause in the event of breach of the terms of this Agreement including the Acceptable Use Policy.
  3. Any termination will be without prejudice to the accrued rights and remedies of you and The Online Studio arising under this Agreement.

Third Party Rights

This Agreement shall be for the benefit of and binding upon both you and The Online Studio and our respective successors and assigns. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.

Complaints and Disputes

If for any reason a conflict or dispute arises between us in relation to our services, The Online Studio will endeavour to resolve these informally. If however such resolution is not possible and you wish to make a formal complaint, this should be made in writing on a timely basis addressed at first instance to [email protected] Your formal complaint will then be investigated internally.

Entire Agreement

This Agreement, including any document which incorporates this Agreement by reference constitutes the entire agreement between the parties relating to the Services and supersedes all previous oral or written communications, proposals and agreements in respect thereof. This Agreement may not be modified without the express written consent of both parties.

Governing Law

This Agreement shall be subject to English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.