Standard Terms and Conditions of Engagement (Projects)

Background
These Standard Terms & Conditions, together with any documents referred to therein, set out the terms under which the Studio will provide its online course development services to its clients. Please read these Standard Terms & Conditions carefully and ensure that you understand them before agreeing to engage the Studio to provide services to you. If you do not agree to be bound by these Standard Terms & Conditions, you will not be able to engage the Studio to provide services to you.

1. Definitions and Interpretation

In these Terms & Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means the project agreement between the Studio and the Client pursuant to which the Studio shall provide the Services on the terms set out in these Standard Terms & Conditions;

“Client” Means the client named in the Agreement, to which the Studio shall provide the Services on the terms set out in the Agreement and these Standard Terms & Conditions;

“Client Materials” means any and all materials which the Studio may require from the Client for use in the provision of the Services;

“Commencement Date” means the date on which the Studio shall commence providing the Services to the Client, as set out in the Agreement;

“Confidential Information” means information which is confidential in nature and which is disclosed to either party by the other party pursuant to or in connection with the Agreement (whether orally or in writing, and whether or not the information is expressly stated to be confidential or marked as such);

“Cookie” means a small file placed on a user’s computer or device by the Client’s website when the user visits certain parts of that website or when the user uses certain features of the website;

“Cookie Law” means the relevant parts of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (and, where applicable, the UK GDPR) and all other legislation and regulations in force from time to time which may apply to a party relating to the use of Cookies;

 “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;

“Deliverables” means the deliverables set out in the Agreement to be created by the Studio in the course of providing the Services;

“Intellectual Property Rights” means:
 (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights (including but not limited to the right to extract or exploit information from a database),  know-how, rights in designs, inventions and processes;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and(b) which now or in the future may subsist in any part of the world; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Fees” means the fees payable for the Services set out in the Agreement, or such other Fees as the parties may agree in writing from time to time;

“Required Information” means the information concerning the Client’s business and activities required by the Studio from the Client in order to provide the Services;

“Services” means the services to be provided by the Studio as set out in the Agreement (together with such other services as the parties may agree in writing from time to time);

“Studio” means the course design and development studio named in the Agreement; and “Term” shall have the meaning set out in Clause 2.

2. Engagement of the Studio

The Studio shall provide the Services to the Client from the Commencement Date until this Agreement is terminated in accordance with Clause 13.

3. Nature of Engagement

  • 3.1 The Studio shall at all times during the term of the Agreement provide the Services as an independent contractor.  
  • 3.2 The Services provided by the Studio under the Agreement will at all times be under the Studio’s exclusive supervision, direction and control.  
  • 3.3 The Studio is responsible for organising when and how the Services are provided.  The Studio shall liaise with the Client to ensure that due account is taken of the Client’s requirements.
  • 3.4 The engagement under this Agreement is mutually non-exclusive. That is to say that at any time:
3.4.1 the Studio can provide to other clients services which are the same as or similar to the Services; and 
3.4.2 The Client can engage other contractors to provide it with services which are the same as or similar to the Services.
  • 3.5 The Studio’s engagement and appointment under the Agreement will not create any mutual obligations on the part of the Studio or the Client to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

4. Status of parties

  • 4.1 Nothing in the Agreement shall be deemed to create any:
4.1.1 partnership, joint venture or agency between the Studio and the Client; 
4.1.2 4.1.2 employment relationship between the Client and the Studio or any of its staff; or 
4.1.3 other fiduciary relationship between the Studio and the Client,
other than the contractual relationship expressly provided for in the Agreement.

5. Studio’s obligations

  • 5.1 The Studio shall provide the Services to the Client with reasonable skill and care, commensurate with prevailing standards in the course design and development industry in the United Kingdom.
  • 5.2 Dates agreed for the delivery of the Services shall be estimates only, and are subject to change. Accordingly, time for performance by the Studio shall not be of the essence of the Agreement.
  • 5.3 The Studio shall use all reasonable endeavours to comply with reasonable instructions given by the Client, if those instructions are compatible with the scope of the Agreement.  
  • 5.4 The Studio may, but shall not be obliged to, accommodate any reasonable changes to the Services that may be requested by the Client, including but not limited to any changes the Client’s course requested by the Client after the course is live.  Any changes to the Services will be subject to the Client’s agreement to pay any additional fees that result from those changes.
  • 5.5 The Studio makes no guarantees, warranties or representations with regard to the results of any course design and development provided as part of the Services.  The parties understand that results are influenced by many factors, are not in the Studio’s control and that the Studio accordingly shall not be liable in respect of them.

6. The Services

  • 6.1 The Studio agrees to provide to the Client for the duration of the Agreement:
6.1.1 the Services set out in the Agreement; and
6.1.2 such other services as the parties may agree in writing from time to time, subject to payment of an additional fee.

7. Client’s Obligations

  • 7.1 The Client shall co-operate with the Studio in all matters relating to the provision of the Services during the term of the Agreement.
  • 7.2 Without prejudice to the generality of Clause 7.1, the Client warrants and undertakes that it:
7.2.1 shall provide such information and assistance as may be required by the Studio from time to time in order to provide the Services, in accordance with deadlines set by the Studio;
7.2.2 shall comply in all respects with the Client obligations set out in the Agreement;
7.2.3 without prejudice to the generality of the foregoing, shall provide the Client Materials and Required Information to the Studio by the dates specified, and ensure that they are accurate and complete;
7.2.4 shall inform the Studio without delay if any of the information contained in the Client Materials or Required Information shall change;
7.2.5 shall provide the Studio with the Client’s access credentials, if such access is required for the purpose of providing the Services;
7.2.6 shall provide the Studio, in a timely manner, with such access to the Client’s systems, data and other information or facilities as may be required by the Studio for the purposes of carrying out the Services; 
7.2.7 shall obtain and maintain all necessary licences, permissions and consents which may be required for the Studio to provide the Services (including without limitation those required in respect of the Client Materials);
7.2.8 shall ensure that the Client Materials do not infringe any applicable laws, regulations or third-party rights including any third-party Intellectual Property rights;
7.2.9 shall maintain back-ups of all the Client Materials;
7.2.10 shall provide input or feedback on the Deliverables by the dates and in the form specified by the Studio in the Agreement or as otherwise communicated to the Client by the Studio in writing; 
7.2.11 shall pay all third-party fees in connection with the Services.
  • 7.3 If the Client does not provide feedback on the Deliverables in accordance with its obligations under Clause 7.2, the Studio shall be entitled to assume that the Deliverables are approved as drafted, and the Client shall not be entitled to make amendments thereto.
  • 7.4 The Client agrees that the Studio shall not be liable for any delay in the provision of the Services and/ or the Deliverables that may result from the Client’s delay or failure to comply with any of its obligations under this Clause 7 or any of its other obligations under the Agreement.
  • 7.5 The Client shall indemnify the Studio for any costs or losses incurred by the Studio as a result of any default under Clause 7 on the Client’s part.

8. Fees and Expenses

  • 8.1 In consideration of the Studio’s agreement to provide the Services, the Client shall pay to the Studio the Fees set out in the Agreement, in accordance with the payment terms set out in the Agreement. All Fees are payable in advance (unless specified otherwise in the Agreement).
  • 8.2 The Fees set out in the Agreement shall be subject to change where the parties agree that the Studio shall provide services which are in addition to the Services set out in the Agreement.
  • 8.3 The Client shall reimburse the Studio for any expenses reasonably incurred in the proper performance of its obligations under the Agreement (the Expenses), which shall be set out in the Agreement or otherwise agreed with the Client in advance. The Expenses may include any agreed third-party costs incurred by the Studio on behalf of the Client. The Expenses shall be billed in arrears, and the Studio shall provide the Client with such evidence of actual payment of the Expenses as the Client may reasonably require.
  • 8.4 Unless otherwise set out in the Agreement, payment of the Fees and Expenses shall be due immediately on receipt of the Studio’s invoice for the said Fees and any Expenses, via the payment link provided by the Studio.
  • 8.5 All Fees payable under the Agreement shall be expressly inclusive of value added tax.
  • 8.6 The Studio reserves the right:
8.6.1 to charge interest on any overdue sums at the rate of 4% above the base rate of the Bank of England from time to time from the due date for payment until payment is made in full, or if the base rate is less than 0% at the rate of 4%; 
8.6.2 to reclaim from the Client the costs of recovering any overdue sums together with interest under Clause 8.6.1 above; 
8.6.3 suspend performance of the Services, with resultant delays in the delivery of the Services; and/ or
8.6.4 to terminate the Agreement for non-payment, in accordance with Clause 13.2.1 below.
  • 8.7 The Client shall not be entitled to withhold, for any reason, any payments due to the Studio under the Agreement.

9. Intellectual Property Rights

  • 9.1 All Intellectual Property Rights subsisting in the Required Information and Client Materials shall at all times remain the Client’s property (or the property of its licensors, as appropriate). Nothing in the Agreement shall vest any rights in any material provided by, or otherwise belonging to the Client (or its licensors, as appropriate) in the Studio. The Client hereby grants to the Studio (and any sub-contractor appointed by the Studio under Clause 21.3 below) a limited, non-exclusive, non-transferable, revocable, worldwide licence to use any and all Required Information and Client Materials for the purposes of providing the Services in accordance with the Agreement.
  • 9.2 Upon receipt in full by the Studio of all Fees due under the Agreement, all Intellectual Property Rights subsisting in the Deliverables created during that period shall be assigned to the Client. 

10. Warranties and Indemnity

  • 10.1 Each party warrants to the other that it has the full power and authority to enter into the Agreement and to perform its obligations thereunder.
  • 10.2 The Studio warrants to the Client that all content produced by it in the course of providing the Services (including, but not limited to, the Deliverables) shall be original to the Studio (save to the extent that it incorporates any of the Required Information or other Client Materials, or that it incorporates materials provided by a third party, in which case the Studio shall ensure that it has the necessary consents, permissions or licences to use them) and shall not infringe any Intellectual Property Rights belonging to a third party.
  • 10.3 The Studio does not warrant that the Client's use of the Services or platform visitors’ access to the Client’s Course via the Portal Collective Platform will be uninterrupted or error-free, or that the Services or the Course or Platform will be free from vulnerabilities.
  • 10.4 The Client represents, warrants, undertakes and agrees with the Studio that the Client Materials shall be original to the Client (or that, where any Client Materials are provided by a third party, the Client has received the necessary consents, permissions or licences to use them) and shall not infringe any Intellectual Property Rights belonging to a third party.
  • 10.5 The Client shall indemnify the Studio against all claims, costs and expenses which the Studio may incur and which arise either directly or indirectly from the Client’s breach of Clause 10.3 or of any of its other obligations under the Agreement.

11. Confidentiality

  • 11.1 Each party undertakes that, except as provided by Clauses 11.2 and 11.3 below, or as authorised in writing by the other party, they shall:
11.1.1 keep confidential all Confidential Information;
11.1.2 not disclose any Confidential Information to any other party;
11.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement; and
11.1.4 use reasonable endeavours to ensure that none of their respective directors, officers, employees, agents, sub-contractors or advisers do any act which if done by that party would be a breach of sub-Clauses 11.1.1 to 11.1.3 above.
  • 11.2 The parties may disclose any Confidential Information to:
11.2.1 any of their respective sub-contractors or suppliers;
11.2.2 any governmental or other authority or regulatory body; or 
11.2.3 any of their respective employees or officers or of any of the aforementioned persons, parties or bodies.
but only to the extent necessary for the provision of the Services under the Agreement, or as required by law.  
  • 11.3 Either party may use or disclose any Confidential Information if it is or becomes public knowledge through no fault of the disclosing party. 
  • 11.4 The provisions of this Clause 11 shall continue in force after the termination of the Agreement.

12. Publicity

  • 12.1 The Client consents to the Studio including a statement in the Client’s website footer to the effect that the course design and development was carried out by the Studio.
  • 12.2 The Client agrees that the Studio may refer to the Services provided to the Client under the Agreement for the purposes of marketing and promoting the Studio’s business, including but not limited to using the Studio’s work for the Client as a promotional case study and / or using any testimonials provided by the Client in the Studio’s marketing materials (including but not limited to the Studio’s portfolio, website and social media channels). In so doing, the Client agrees that the Studio may:
12.2.1 use the Client’s name, logo and images, provided that the Studio does so for the said promotional purposes only; and
12.2.2 use and link to only such information and assets as are publicly available, and shall not disclose the Client’s Confidential Information.

13. Termination

  • 13.1 Save in the circumstances set out in Clause 13.2, neither party may terminate the Agreement until the course design and build Services set out in the Agreement have been provided. Following completion of the course design and build as described in the Agreement, either party may terminate the Agreement at any time by giving to the other not less than 60 days’ written notice.
  • 13.2 Without prejudice to any other right or remedy available to it, the Agreement may be terminated immediately by written notice in the following circumstances:
13.2.1 any sum owing by the Client to the Studio is not paid within seven (7) days of the due date for payment;
13.2.2 either party commits a material breach of any of the provisions of the Agreement and fails to remedy it within ten (10 business days after being given written notice of the breach by the other party;
13.2.3 a receiver is appointed in respect of any of the Client’s property or assets, or the Client makes a voluntary arrangement with its creditors or become subject to an administration order (within the meaning of the Insolvency Act 1986) or goes into liquidation; 
13.2.4 either party ceases, or threatens to cease, to carry on business; or
13.2.5 the Client otherwise conducts itself in a way which in the Studio’s reasonable opinion is unacceptable or which materially hinders the Studio’s ability to provide the Services in accordance with the Agreement.

14. Effects of Termination

Upon the termination or expiry of the Agreement for any reason:
  • 14.1 any sum owing by either party to the other under any of the provisions of the Agreement shall become immediately due and payable, which sum shall include a reasonable amount for unbilled work in progress at the date of termination;
  • 14.2 the Client’s Course (as defined in the Agreement) shall cease to be hosted on The Portal Collective Platform, and the Studio shall provide the Client with reasonable assistance to transfer the hosting to the Client, or to such third party as the Client may nominate;
  • 14.3 all licences granted by the Client to the Studio to use the Required Information and the Client Materials shall terminate immediately;
  • 14.4 the Studio shall, at the Client’s request, either promptly return or destroy all Required Information and other Client Materials in its possession and/or control;.
  • 14.5 each party shall immediately cease to use, either directly or indirectly, any Confidential Information belonging to the other party and shall at the other party’s request, either promptly return or destroy all such Confidential Information in its possession and/or control;
  • 14.6 all clauses of the Agreement which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
  • 14.7 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of the Agreement which existed at or before the date of termination; and
  • 14.8 save as provided in this Clause 14 and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

15. Limitation of Liability

  • 15.1 The Studio shall not be liable to the Client for any of the following heads of excluded loss arising out of or in connection with the Agreement:
15.1.1 loss of profit;
15.1.2 loss of sales or business;
15.1.3 loss of agreements or contracts;
15.1.4 loss of anticipated savings;
15.1.5 loss of use or corruption of software, data or information;
15.1.6 loss of or damage to goodwill; and / or
15.1.7 other direct, special, economic or consequential loss or damages.
  • 15.2 The Studio shall not be liable to the Client for any loss arising from delay in the provision of the Services, howsoever caused. Time shall not be of the essence in relation to the provision of the Services.
  • 15.3 The Studio’s total liability to the Client in respect of any claims arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of Fees paid by the Client for that part of the Services that directly gives rise to the said liability.  

16. Force Majeure and Events Outside the Parties’ Control

Neither party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action or any other event that is beyond the control of the party in question.

17. Data Protection

  • 17.1 The Studio is a data controller in its own right in relation to any personal data provided by the Client to the Studio for the purpose of providing the Services. The Studio will comply with its legal obligations in relation to such data, as set out in Clause 17.2 below. The Client must ensure that any provision by it of such personal data is lawful, and is in compliance with the Data Protection Legislation.
  • 17.2 All personal information that the parties may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and data subjects’ rights under the Data Protection Legislation. For complete details of the Studio’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of data subjects’ rights and how to exercise them, and personal data sharing (where applicable), please refer to the Studio’s Privacy Policy, which is available on request.
  • 17.3 It is the Client’s responsibility to ensure that it understands and complies with its obligations under Cookie Law in relation to any Cookies used on its website, and the Information Commissioner’s Office Guidance in relation to the use of Cookies and the application of Cookie Law (including but not limited to the requirements to:
17.3.1 inform website users that the Cookies are there;
17.3.2 explain to the website users what the Cookies are doing and why; and
17.3.3 get the website users’ consent to store the Cookies on their devices.

18. Variation

No variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of the parties.

19. No Waiver

No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

20. Further Assurance

The parties shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

21. Assignment, Sub-Contracting and Third Party Rights

  • 21.1 The Client may not assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of its rights under the Agreement, or sub-contract or otherwise delegate any of its obligations under the Agreement without the Studio’s written consent in advance.
  • 21.2 The Studio may assign, transfer, mortgage, charge (otherwise than by floating charge), sub-licence or otherwise delegate any of its rights under the Agreement.
  • 21.3 The Studio shall be entitled to perform any of its obligations under the Agreement through suitably qualified and skilled sub-contractors, and for that purpose to allow any sub-contractor to use the Client Materials and/ or Required Information. 
  • 21.4 Subject to the above provisions of this Clause 21, the Agreement shall continue and be binding on the parties’ transferees, successors and assigns, as required.
  • 21.5 No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

22. Notices

All notices under this Agreement shall be in writing, and shall be sent by email to the email address specified in the Agreement. This clause shall not apply to the service of legal proceedings, which may not be served by email.

23. Entire Agreement

  • 23.1 The Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all previous agreements, assurances, warranties, representations and understandings between the parties with respect to its subject matter.
  • 23.2 The parties acknowledge that, in entering into the Agreement, the parties do not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in the Agreement, and shall have no remedies in respect thereof.

24. Severance

In the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.

25. Law and Jurisdiction

  • 25.1 The Agreement and these Terms & Conditions shall be governed by, and construed in accordance with, the laws of England and Wales.
  • 25.2 Any dispute, controversy or claim between the parties relating to the Agreement shall fall within the exclusive jurisdiction of the courts of England and Wales.

Project Agreement

Parties:
(1) THE PORTAL COLLECTIVE LIMITED a company registered in England & Wales under company number 14478160 whose registered office is at 14 Sandgate Close, Seaford, BN25 3LL (the Studio); 
Services to be provided by Studio (the Services):
  1. One 60 minute call will be scheduled at the start of the project.
  2. One resource created and built in the Client’s brand (the Course).  The Course shall be limited to 15 pages (Slides), or 3 topics, with a maximum of 30 minutes learner time.   All Course content to be supplied by the Client.
  3. Hosting of the completed Course on The Portal Collective platform, subject to payment of the monthly hosting fee.
  4. Inclusion of the completed Course on The Portal Collective homepage.
  5. Landing page for the Course, with shareable links so that the Client can promote the Resource.
  6. Integration with Client's preferred email marketing platform so new sign ups can be pushed daily.
Services to be provided by Studio (the Services):
Sally is the main contact at The Portal Collective.

Communication will be via email, WhatsApp and the Platform (details to be shared on sign up).

The Studio is available 9.30 – 5pm every weekday excluding Bank Holidays. We will endeavour to respond to emails or messages within 24 hours.
Review and revisions:
The Client will be required to provide feedback and sign-off once the project has been delivered at the end of the scheduled build week. The client must be available to feedback on the agreed dates.

Once revisions have been completed, any further changes to the Deliverables provided during that stage shall be subject to additional fees, to be advised by the Studio in advance.

Please note that feedback and revisions need to be provided by the dates specified above. Delay in providing feedback may result in the Client’s Project losing its place in the Studio’s design queue.
Commencement Date :
The project will commence on the morning of the build week.

Please note that the Commencement Date is fixed. Delay to the Commencement Date caused by the Client shall result in:
  • The Client’s Project losing its place in the Studio’s design queue
  • consequent delays to the estimated delivery dates.
Client Materials and Required Information:
The Studio requires the following information and materials from the Client in order to provide the Services:
  • Any logos
  • Images
  • Brand assets
  • The content and/or copy for the Course
Fees & Expenses:
£495 inclusive of VAT

£12 inclusive of VAT per month Hosting fee to be billed when the Course is live on The Portal Collective

Hosting fee payment terms:
Monthly hosting fee payable from date Course is live on The Portal Collective. The Client will be sent a link to sign up for a monthly subscription charge via The Portal Collective.

In the event of late or non-payment of the monthly hosting fee, access to the Resource via the Portal Collective Platform will be suspended or terminated.

Service of Notices:
The following email addresses shall be used for the service of any formal notice under the Agreement:

Studio: Email address provided on sign up.
Client: Email address provided on sign up.

Terms and conditions:
This Agreement incorporates the Studio’s Standard Terms and Conditions of Engagement for Projects, which are also linked. By signing this Agreement the Client acknowledges that it has read those standard Terms and Conditions and agrees to be legally bound by this Agreement and the said standard Terms and Conditions incorporated into it.

SIGNED for and  on behalf of the Studio by  
Sally Burns
Director, The Portal Collective Ltd