Terms & Conditions
Terms & Conditions
(Updated August 2017)
This website is owned and operated by Studio Creations Limited, a company registered in England and Wales, whose registered office is at The Long Barn, Down Farm, Cobham Park Rd, Cobham, Surrey, KT11 3NE. Our company registration number is 05463372 and our VAT registration number is 863 3224 33.
THESE TERMS AND CONDITIONS APPLY TO THE USE OF THIS WEBSITE AT www.studio-creations.co.uk. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.
BY ACCESSING THIS WEBSITE AS A USER (REFERRED TO AS “YOU/YOUR”) YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS REGARDLESS OF WHETHER OR NOT YOU CHOOSE TO REGISTER WITH US OR ORDER FROM US. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THIS WEBSITE.
Our contact details are as follows:
The Long Barn, Down Farm, Cobham Park Rd, Cobham, Surrey, KT11 3NE
General email: [email protected]
Telephone number: +44 (0)870 7605849
Terms Of Sale
In these conditions the words set out below shall (except where the context otherwise requires) have the meanings set out opposite them:
- ‘Goods’ - goods supplied by Studio Creations Ltd including any computer programs (‘Software’)
- ‘Purchaser’ - any person, firm, company, government body or other authority purchasing Goods from Studio Creations Ltd and/or for whom Studio Creations Ltd provide Installation.
- ‘Installation’ - any work and services to be carried out by Studio Creations Ltd and/or Studio Creations Ltd’s subcontractors in connection with the Installation of Goods and/or other products for a Purchaser.
- ‘Price(s)’ – Studio Creations price(s) for Goods (including in the case of Software a license fee payable by the Purchaser in one single installment) and/or Studio Creations price(s) for Installation.
- Studio Creations Ltd only accept and fulfill orders for the supply of Goods and/or Installation upon and subject to these conditions and no variation or addition will be of any legal effect unless expressly approved in writing by one of Studio Creations Ltd’s authorised signatories. These conditions shall prevail over any terms and conditions of the Purchaser.
- Studio Creations Ltd’s acceptance of a Purchaser’s Order will only take place when Studio Creations Ltd give a written acknowledgement or when Studio Creations Ltd ship goods.
- Once accepted a Purchaser’s Order cannot be cancelled except with Studio Creations Ltd written agreement.
- Subject to the following provisions of this condition and condition 9 (1) below Prices will be as shown on Studio Creations Ltd’s quotation and/or Studio Creations Ltd’s acknowledgement.
- Studio Creations Ltd reserve the right to increase Prices by such amount as may be necessary to cover any increases in the costs incurred by Studio Creations Ltd in supplying Goods and/or in Installation as a result of changes in market conditions between the date of Studio Creations Ltd’s quotation and the relevant delivery date (or date of completion of Installation if later). Changes in market conditions shall include (but shall not be limited to) variations in exchange rate, the imposition of new taxes levies and surcharges, changes in the basis or rates of existing taxes surcharges and levies, and trading restrictions caused by Governmental or statutory controls.
- In addition to the Price the Purchaser will be liable to pay Studio Creations Ltd on demand the cost of carriage and insurance in transit of Goods delivered together with any applicable VAT or Sales Tax on the Price and on such costs at the rate in force at the time of delivery or, if later, completion of Installation.
- Payment of the Price together with any applicable carriage VAT or other charges is to be made in accordance with Studio Creations Ltd’s quotation and/or acceptance. Unless Studio Creations Ltd agree otherwise Goods to be exported and Installation to be carried out outside the United Kingdom shall be fully paid for prior to shipment in cash in accordance with Studio Creations Ltd’s requirements
- Any monies due or payable to Studio Creations Ltd by the Purchaser which are not paid on the due date shall (without prejudice to Studio Creations Ltd’s other rights and remedies) carry interest from day to day at 6% per annum above the base rate of Studio Creations Ltd’s Bankers in force for the time being with a minimum of 10% per annum, compounded monthly (after as well as before judgement) from the due date until payment.
- Unless otherwise agreed the Purchaser will arrange shipping and insurance and pay all duties applicable. Otherwise Studio Creations Ltd shall make delivery of Goods in whatever form and by whatever means Studio Creations Ltd consider appropriate and Studio Creations Ltd reserve the right to make part deliveries.
- Goods are dispatched at the Purchaser’s expense and risk unless Studio Creations Ltd expressly agree otherwise.
- Studio Creations Ltd make every effort to adhere to delivery dates and dates specified for completion of Installation but these are given without obligation on Studio Creations Ltd’s part and must be considered approximate only. Studio Creations Ltd shall not be liable for delay in delivery or Installation.
- All import and other duties shall be met by the Purchaser and the Purchaser shall ensure that all applicable import/export licenses certificates of origin and any other relevant documentation and authorisations have been procured prior to the shipment.
- The Purchaser shall be responsible for ensuring that Goods and/or Installation comply with relevant governmental and other Regulations.
- Receipt and Acceptance of Goods/Claims
- The Purchaser will evidence receipt of Goods delivered by signing a delivery note at the time of delivery. Subject to any notification Studio Creations Ltd receive in accordance with the following provisions of this condition the Purchaser will be deemed to have accepted the Goods delivered within seven working days after delivery or if an authorised Software download within 24 hours of payment.
- Complaints regarding shortages damage or other discrepancies in respect of Goods delivered must be notified in writing to Studio Creations Ltd promptly and, in any event, within seven (7) working days of delivery.
- In the event of complete non-delivery of Goods ordered the Purchaser shall give written notification to Studio Creations Ltd and the relevant Carrier (if any) within three (3) working days after Studio Creations Ltd have notified the Purchaser of dispatch of the Goods in question or in the absence of such notification of dispatch, within seven (7) days after the estimated delivery date.
- In the case of Goods damaged in transit
- The packing material is to be retained by the Purchaser for Studio Creations Ltd’s inspection;
- Damage of discrepancies should be noted at the time of delivery and the relevant delivery notes marked accordingly. Delivery notes marked ‘unexamined’ cannot be accepted.
- No claim for transit damage will be considered where Goods are collected by the Purchaser or the Purchaser’s agent or carrier.
- Where Studio Creations Ltd accept responsibility under this Condition Studio Creations Ltd shall at Studio Creations Ltd’s option replace or repair any Goods proved to Studio Creations Ltd’s satisfaction to have been lost or damaged in transit.
- Software License/Intellectual Property Rights
- Software shall only be used for operating the Goods for which it was designated.
- Any complaint regarding Software regardless of its nature must be made not later than three (3) months from the date of delivery or download. The Purchaser is not entitled to claim defects in Software after expiry of this period.
- The Purchaser undertakes to indemnify Studio Creations Ltd and/or Studio Creations Ltd’s sub-contractors against all damages costs and expenses which Studio Creations Ltd or Studio Creations Ltd’s sub-contractors may incur as a result of any Goods and/or Installation designed, constructed or carried out in accordance with the Purchaser’s specification or requirements involving a claim for infringement of any patents copyrights or other intellectual property right.
- Installation Studio Creations Ltd only undertake Installation where Studio Creations Ltd expressly agree to do so in Studio Creations Ltd’s quotation and/or acceptance and the provision of Installation shall be subject to the following;
- The work and services comprised in Installation shall be as described in Studio Creations Ltd’s quotation and Studio Creations Ltd reserve the right to increase the Price to cover the cost (including a reasonable profit element) of any addition and/or variation which Studio Creations Ltd agreed to provide.
- Studio Creations Ltd reserves the right to sub-contract the whole or part of Installation.
- Unless otherwise expressly agreed in Studio Creations Ltd’s quotation or acknowledgement Installation does not include;
- Building and electrical supply work or the associated works of other trades.
- The supply of items other than the Goods specified in Studio Creations Ltd’s quotation.
- The Purchaser shall prepare the area of delivery and the premises for the Installation and shall provide free access to the premises and to any services or facilities that may be required to carry out the Installation.
- The Purchaser shall be solely responsible for all loss or damage to any plant tools equipment and Goods properly on site for the purposes of carrying out the Installation.
- The Purchaser shall at its expense obtain every license permit or authority that may be required in connection with the Installation and shall at its expense ensure that there is adequate insurance against all loss or damage that could foreseeably arise in the carrying out of the Installation.
- Ownership of Goods
- Studio Creations Ltd shall retain the sole property in and all legal and beneficial title to any Goods delivered until the full Price and the Price of any associated Installation and all other additional costs (as set out in Conditions 3(3), 4(1), 6(1) and 9(1) above) therefore have been received by Studio Creations Ltd and the Purchaser acknowledges that it will hold such Goods as bailee for Studio Creations Ltd until such payment is made.
- If Goods are delivered or otherwise come into possession of the Purchaser before payment in full has been made as above and if;
- there shall be any default in due payment by the Purchaser of the full price and additional costs for such Goods and/or any associated Installation; or
- the Purchaser being a company shall enter into liquidation (other than for the purpose of amalgamation or reconstruction) or shall have a Receiver or Administrator appointed over the whole or any part of its undertaking or assets; or
- the Purchaser being one or more individuals any one or more of such individuals shall be subject to a bankruptcy petition, enter into an arrangement or composition with or for the benefit of its creditors or be made bankrupt; then, and in any such case, Studio Creations Ltd may forthwith (whether or not payment for the Goods delivered is due) recover possession of and permanently retain any Goods which have not passed into the ownership of the Purchaser as aforesaid and Studio Creations Ltd may, for this purpose, at any time enter upon the Purchaser’s premises where the Goods are kept or reasonably thought to be kept and may repossess and remove the same (even if fixed to premises or incorporated in other equipment) without incurring any liability for any damage necessarily resulting from such entry and removal.
- In the absence of any express indication any payment by the Purchaser shall be applied in discharge of Studio Creations Ltd’s invoices to the Purchaser in respect of which payment is longest outstanding.
- Default In the event that the Purchaser fails to pay for Goods ordered or Installation or if any one or more of the events set out in condition 10(2)(ii) or 10(2)(iii) above occur, or if the Purchaser commits a material breach of any of these conditions and/or any contract governed by them and fails to remedy the same (if capable of remedy) within 30 days of being given written notice so to do by us, Studio Creations Ltd reserve the right (without prejudice to Studio Creations Ltd’s other rights and remedies) to suspend delivery of all or part of any Goods ordered and/or suspend all or any Installation until due payment has been made and/or to require payment in advance and/or otherwise vary the terms of payment for Goods ordered and/or Installation and/or to treat the contract(s) to which the breach relates as discharged.
- Modification Studio Creations Ltd reserve the right (for Studio Creations Ltd’s and Studio Creations Ltd’s sub-contractors) at any time and without previous notice to alter from time to time the design, specification or construction of Goods without incurring any obligation to incorporate such alterations in Goods previously ordered or delivered.
- Guarantee and limitation of liability
- All new equipment carries full manufacturer’s warranty supported by Studio Creations Ltd service department and telephone support line. All used equipment is fully serviced except where stated.
- If the item of Goods in question is no longer available Studio Creations Ltd shall do their best to provide a suitable alternative and the Purchaser shall be bound to accept this.
- Normal wear and tear and parts of an expendable nature are not covered.
- Damage resulting from or aggravated by negligence, failure to follow correct operating procedures, misuse, or unauthorised modifications, or the fitting of non-original parts by the Purchaser or its agents is excluded.
- The Purchaser must promptly report alleged defects to Studio Creations Ltd and at Studio Creations Ltd’s request, promptly return the Goods in question to Studio Creations Ltd suitably packed.
- In no circumstances whatsoever shall Studio Creations Ltd’s liability extend beyond repairing or replacing the actual items supplied. The Purchaser shall be liable for the cost of removal shipment and/or re-Installation of Goods.
- This guarantee does not affect statutory rights of the Purchaser when dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended or re-enacted from time to time.
- Subject to Conditions 13(1) and (2) above all conditions, guarantees or warranties whether express or implied by statute, common law or otherwise including but not by way of limitation (but not so including in the case of Goods supplied to the Purchaser dealing as a Consumer within the meaning of the said Act) conditions, guarantees or warranties as to the quality or fitness for purpose of Goods and/or Installation or as to their conformity with description or sample are hereby excluded.
- The Purchaser acknowledges that it has relied solely on its own judgement in assessing whether Goods Installation and/or Software are fit for any particular purpose for which they may be required by the Purchaser.
- Neither Studio Creations Ltd nor Studio Creations Ltd’s sub-contractors shall be liable for direct or consequential loss or damage resulting from Goods and/or the use thereof and/or Installation (except death or personal injury resulting from Studio Creations Ltd’s negligence within the meaning of the said Act).
- All new equipment carries full manufacturer’s warranty supported by Studio Creations Ltd service department and telephone support line. All used equipment is fully serviced except where stated.
- Force Majeure Studio Creations Ltd shall be under no liability in respect of anything which, apart from this Condition, may constitute breach of any contract governed by these Conditions arising by reason of any cause or circumstance beyond Studio Creations Ltd’s reasonable control which prevents performance of the contract in question.
- Any notice to be given by one party to the other shall be given in writing and shall be properly served if sent by prepaid first class post or fax or electronic mail to the registered office or last known business address of the party to be served and if such notice is sent by post it shall be deemed to have been received on the third business day after posting and if sent by fax or electronic mail shall be deemed to have been received at the time of dispatch.
- Where the Purchaser comprises two or more persons their liabilities and obligations to Studio Creations Ltd shall be joint and several.
- The headings of the preceding clauses shall not affect the interpretation of these conditions.
- The singular shall include the plural and vice versa.
- These conditions and any contract governed by them shall be construed in accordance with English Law and the English Courts shall have sole jurisdiction in any dispute relating thereto. Studio Creations Ltd shall however be entitled to waive the aforementioned statement of jurisdiction and shall always be entitled to proceed against the Purchaser at the Purchaser’s venue or any other court having jurisdiction over the Purchaser.
- If these conditions or any contract governed by them shall be or become invalid or unenforceable in any way and to any extent by any existing or future rule or law, statue, order directions or regulation applicable thereto then the same shall to the extent of such invalidity or unenforceability be deemed to have been deleted from the conditions and/or the said contract which shall remain in full force and effect as regards all other provisions.
Studio Design and Build Services
Payment shall be made in accordance with employer’s payment P.O. payment process.. All payment are to include VAT.
Should the employer intend to deduct payment from the amount requested at any stage payment, he must advise the contractor before the amount is due to be paid.
- Scope of Works
The contractor shall carry out the works between the parties using all reasonable skill and care and conforming to the normal industry professional standards.
The employer shall make any instructions to vary the works in writing. Variations to the works may incur additional cost and delay to the completion date.
- Requests for information.
The employer shall respond promptly for requests for further information such as colour scheme, equipment heat loads, positions of socket outlets etc.
- Defects liability period.
The contractor shall be liable for making good of any excessive shrinkage cracking and defects for a period of six months from handover of the works.
- Site access / hours of working.
6.1. The site shall be accessible 7am and 8pm seven days per week including public holidays.
6.2. Although every effort will be made to reduce noise from the works it is assumed that there are no significant noise sensitive operations adjacent inside the building or in neighbouring properties. Delays due to being instructed to stop work may incur cost due to non-productive time.
6.3. The employer will make continuously available one parking space for the duration of the works for the use of the contractor.
6.4. The employer shall make available toilet and washing facilities on site. The contractor shall ensure that these are kept clean and that the employers normal operations are not disrupted.
6.5. Unless other works are specifically referred to here, the contractor shall have sole access and occupancy of the site area.
- The employer shall provide free use of electricity and water for the works.
6.7. The employer shall provide an ethernet or wifi internet connection on site free of charge.
6.8. Any delays caused to the contractors progress by the employer or a third party may incur additional cost due to loss of productivity.
- Health and Safety.
The contractor has allowed for health and safety procedures and administration in accordance with current UK regulations for construction works, which are based on a European directive.
The contractor confirms its acting as CDM principal contractor.
The contractor does not have the expertise for assessing potential risk from asbestos in the existing building. It is the employers responsibility to comply with relevant legislation.
- Employer’s direct works.
Where works are to be carried out under direct contract to the employer shall be responsible for ensuring the performance of any such contractor. Any delays and additional works due to non-performance may incur additional cost and may delay the completion date. The contractor shall not be responsible for damage to the works or any other part of the building caused by the employer’s contractors.
The extent of the areas and times to be accessed by the employer's contractors shall be agreed in advance. The employer's direct contractors shall be responsible for compliance with health and safety procedures and any related administration.
- Building Regulations and Town Planning, Landlord approval.
The employer shall obtain building and planning regulations approval and advise the contractor of anything that may affect the works. The employer shall advise the landlord of the works and obtain written approval as required.
- Building structure.
The employer is to ensure that the existing building structure is capable of supporting the additional loadings of the new works. The contractor shall supply information on the weight of the new structure on request.
- Dolby / THX.
Where required, the contractor will seek approval for a Dolby feature film licence or THX licence for the room. The contractor shall not be responsible if approval is not given or changes are subsequently required to the design or built works which may incur extra cost.
13.1. Insurance of works
The employer shall be responsible for insuring materials against all risks as they are delivered to site and the building works as they proceed on site.
13.2. Public liability insurance.
The contractor carries Public and Employer’s liability insurance and shall forward details of the policies on request.
13.3. Professional indemnity insurance.
The contractor carries Professional Indemnity Insurance and shall forward details of the policies on request.
- Site security.
The employer is to ensure that the site area is secure for the course of the works. The contractor is to be advised of any security procedures that may need to be followed.
- English Law.
This contract is governed in accordance with the law of England. Any actions shall be heard in an English court.
- Local Taxation.
The contractor has not included for payment of any local or non-UK tax charges. Where these may be applicable the employer is to advise the contractor of their existence and payment procedures.
- Rights of Third Parties.
Nothing in this contract confers rights to anyone who is not party to it.
Neither party may assign this contract or any off its rights without the written agreement of the other.
- Settlement of disputes.
The Parties may by agreement seek to resolve any dispute or difference arising from the contract through mediation, adjudication or arbitration within the UK.
- Maintenance contracts.
The employer shall take out a maintenance for all mechanical and electrical equipment installed as part of this contract. This shall apply to air conditioning, lifts, fire alarms etc This contract shall be in place from the time of occupancy by the employer. The contractor shall not be liable for any defects in this equipment if the required maintenance contract is in place.
Terms of engagement
- Duty of care
1.1. Studio Creations Ltd shall exercise all reasonable skill and care in conforming to the normal, professional standards of the acoustic engineer’s profession, undertaking the design works and Proposed Contractual Works similar in scope and character to the project.
1.2. Each party’s liability arising under or in connection with this Agreement shall be limited to £1,000,000.
1.3 Nothing in this clause 9 or otherwise in this Agreement shall exclude or limit Studio Creations Ltd’s liability for death or personal injury caused by it’s negligence.
- Studio Creations Ltd authority
2.1. Studio Creations Ltd will assume the authority of the client to act on their behalf in the matters set out or implied in Studio Creations appointment.
3.1. Consultants may be nominated by either the client or Studio Creations Ltd, subject to advance acceptance by each party.
3.2. Where the Client employs the consultants, either directly or through the agency of Studio Creations Ltd, the Client will hold each consultant, and not Studio Creations Ltd, responsible for the competence, general inspection and performance of the work entrusted to that consultant; provided that in relation to the execution of such work under the contract between the Client and the contractor, nothing in this clause shall affect any responsibility of Studio Creations Ltd for issuing instructions for other functions ascribed to Studio Creations Ltd under that contract.
3.3. Studio Creations Ltd will have the authority to co-ordinate and integrate into the overall design, the services provided by any consultant, however employed.
- Contractor, sub-contractor & suppliers
4.1. A specialist contractor, sub-contractor or supplier who is to be employed by the client to design any part of the works may be nominated by either Studio Creations Ltd or the client, subject to acceptance of each party. The client will hold such contractor; sub-contractor or supplier, and not Studio Creations Ltd, responsible for the competence, proper execution and performance of the work hereby entrusted to the contractor, sub-contractor or supplier. Studio Creations Ltd will have the authority to co-ordinate and integrate such work into the overall design.
- Site inspections
5.1. Studio Creations Ltd will visit the site as requested by the client to inspect the quality of the works and to determine that they are being executed generally in accordance with the contract documents and with variations thereof as authorised by Studio Creations Ltd. Studio Creations Ltd will not be required to make frequent or constant inspections, except where such visits are necessary to ensure that Studio Creations Ltd complies with its obligations under Clause 9.1.1 Site visits may be chargeable, refer to item 1 above.
- Client instructions
6.1. The Client will provide Studio Creations Ltd with such information and make decisions as are necessary, for the proper performance of the agreed service.
6.2. The Client, if a firm or other body of persons, will when requested by Studio Creations Ltd, nominate a responsible representative through whom all instructions will be given.
7.1. Copyright in all documents and drawings prepared by Studio Creations Ltd shall, unless otherwise agreed, remain the property of Studio Creations Ltd. No part of such documents and drawings may be reproduced, stored in a retrieval system or transmitted in any form or made available to a third party except for the purpose originally contracted including for the avoidance of doubt the build of the Project, without the prior permission of Studio Creations Ltd. Such permission, if granted, is subject to a fee, depending on the nature of use.
7.2. The client, unless otherwise agreed, will be entitled to reproduce Studio Creations Ltd’ design by proceeding to execute the project provided that:
- The entitlement applies only to the site or part of the site to which the design relates;
- Any fees due to Studio Creations Ltd have been paid or tendered.
8.1. Neither Studio Creations Ltd nor the client may assign the whole or any part of his duties without the other’s written consent.
- Suspension & termination
9.1. The performance of any or all of the agreed services may be suspended by the client, and Studio Creations Ltd’s appointment may be terminated by the client, on the expiry of one month’s notice given in writing.
9.2. On suspension or termination of the appointment, Studio Creations Ltd will be entitled to fees for all work completed at that time.
9.3. During such period of suspension, Studio Creations Ltd shall be reimbursed by the client for all reasonable and approved expenses and disbursements necessarily incurred under the appointment.
9.4. On the resumption of a suspended service within six months, previous payments will be regarded solely as payments on account towards the total fee.
- Choice of law and jurisdiction
10.1. This Agreement is governed by and shall be construed in accordance with the laws of England. Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this Agreement.
11.1. Where the scope of Studio Creations Ltd’s services is varied, fees may be adjusted accordingly. Any adjustment to the fees shall be agreed in writing between the parties.