Studio Botez - Digital products for humans

These Terms of Business govern any commercial engagement between Studio Botez Ltd and a Client - that is, any Proposal we've issued that you've accepted, and any Project, product or service we go on to deliver as a result. They don't cover simply browsing our website; that's covered by our separate Website Terms of Use.

Our commitment

At Studio Botez we design, build and support cloud-based digital products and services. These Terms set out, in plain language, how we work together: when a contract between us is formed, what we're each responsible for, and the basis on which we supply our products and services.

1. About Studio Botez

Studio Botez Ltd. is a UK company specialising in the development and delivery of proprietary digital, cloud-based products and services, built primarily on our own platform, Lounge75. Website design, build and migration work is a supporting service we offer where it helps you implement or make better use of our products and cloud services - it isn't our primary business and these Terms are written with that in mind.

2. Definitions

• Studio Botez / we / us / our: Studio Botez Ltd, a company registered in England and Wales (company number 09767330), registered office Royal Quays Business Centre, Coble Dene, North Shields, NE29 6DE, United Kingdom;
• Client / you / your: the person, business or organisation named on a Proposal or invoice as the recipient of the Services;
• Proposal: any quotation, estimate, scope document or similar setting out the Services to be provided and their price;
• Services: any products, cloud services, managed services, software, hosting, domain, email, website or related professional services supplied by Studio Botez;
• Lounge75: our proprietary software platform used to build and deliver certain Services;
• Project: the specific piece of work described in an accepted Proposal;
• SLA: a Service Licence Agreement, agreed separately in writing between Studio Botez and a Client, setting out specific response times, uptime commitments or support levels for particular Services;
• Terms: these Terms of Business, as updated from time to time;
• Working Day: Monday to Friday, 8am to 5pm, excluding public holidays.

3. Scope of these Terms

These Terms apply to every Proposal, invoice, Project and ongoing Service we supply, unless we've expressly agreed something different with you in writing. If a signed agreement between us conflicts with these Terms on a particular point, the signed agreement takes priority for that point only; these Terms continue to apply to everything else.

4. Quotations & Proposals

A Proposal is valid for 30 days from the date it's issued, unless it says otherwise. It's based on our understanding of your requirements at the time; if your requirements change, we'll issue a revised Proposal. Any change to a Proposal must be agreed in writing (email is fine) before it takes effect.

5. Acceptance & Formation of Contract

A binding contract between Studio Botez and the Client is formed once both of the following have happened: (a) the Client has formally accepted a Proposal in writing, including by email, purchase order, or a resolution communicated by an authorised representative, and (b) Studio Botez has received payment of the associated invoice (or, where payment is staged, the first stage payment). Acceptance of a Proposal confirms the Client's agreement to these Terms.

Where we agree to begin work before payment has been received, that work is carried out on the understanding that these Terms will apply retrospectively from the point work started, once payment is received. Studio Botez reserves the right to pause or stop that work at any point before payment clears.

6. Project Commencement & Resource Allocation

Once a contract is formed under section 5, we'll schedule the Project and may reserve staff and development time accordingly. Start and delivery dates given in a Proposal are estimates, and depend on the Client providing timely information, access and approvals as described in section 9.

7. Pricing

All prices exclude VAT unless stated otherwise. Where a Proposal includes third-party costs, such as: licences, subscriptions or domain renewals, we'll identify these separately. Third-party costs may change if the third party changes its own pricing and we'll let you know if that affects your Project or Services.

8. Invoicing & Payment

Invoices are payable by the due date shown on the invoice. VAT is charged at the prevailing rate. Where a Proposal specifies staged payments, each stage is invoiced as it falls due.

If an invoice isn't paid by its due date, we may:

• charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, plus a fixed compensation sum where applicable;
• charge reasonable costs of recovering the debt;
• suspend delivery of the Project or any ongoing Services, having given you reasonable written notice.

9. Client Responsibilities

To keep your Project on track, you agree to provide us with timely information, content, feedback and approvals, any access credentials we reasonably need, and a named, authorised point of contact. Delays on your side may push out delivery dates and, where they cause us significant extra work, may result in additional charges.

10. Delivery

Delivery dates given in a Proposal are estimates, unless the Proposal expressly states a fixed date. If we become aware that a date is at risk, we'll tell you as soon as reasonably possible and discuss options with you.

11. Variations & Additional Work

Any change to the agreed scope of a Project needs to be agreed in writing before we act on it and may affect price and timescale. Where practical, we'll give you a cost and time estimate for the change before proceeding.

12. Delays

We won't be responsible for delays caused by you, by a third party, or by an event outside our reasonable control (see section 22, Force Majeure).

13. Suspension & Cancellation

Either party may cancel a Project by written notice, on the terms set out in the relevant Proposal. If the Client cancels after a contract has formed under section 5, Studio Botez may charge for work already completed, staff or development time already committed, and any non-recoverable third-party costs already incurred.

We may suspend or cancel a Project where an invoice is overdue, where these Terms have been breached, or where our Services are being misused.

14. Cloud Services, Hosting & Lounge75

Managed digital services and cloud services, including those built on Lounge75, are provided using reasonable skill and care. We carry out planned maintenance and security updates from time to time, giving notice where reasonably practical.
Specific response times, uptime commitments or support levels for these Services may be set out in a separate Service Licence Agreement (SLA), agreed with you in writing. Where an SLA and these Terms conflict on a service-licence matter, the SLA takes priority for that matter; these Terms continue to apply to everything else.

15. Domains, Email & Third-Party Services

Where we register or manage a domain name or email service on your behalf, ownership sits with whoever is named as the registrant - normally you, the Client. Third-party services we integrate with, for example: payment gateways, marketing platforms or hosting providers, remain subject to that third party's own terms and we are not responsible for their acts, omissions, or availability.

16. Accessibility

We design and build with recognised accessibility standards in mind, applying current guidance at the time of build. Ongoing accessibility compliance depends in part on content and changes made after delivery, which are outside our control unless we're also contracted to maintain the site or product.

17. Security

We use reasonable technical and organisational measures to protect our systems, our platform and any Client data we hold. No system can be made completely secure, and we can't guarantee protection against every form of unauthorised access or attack.

18. Data Protection

We process personal data in line with our Privacy Policy and applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf as part of the Services, we'll put a separate data processing agreement in place if one is required.

19. Intellectual Property

Unless we agree otherwise in writing, ownership of any bespoke deliverables created specifically for you, such as: custom code, designs or content, transfers to you only once all sums due under the relevant Proposal have been paid in full. Studio Botez retains ownership of all pre-existing intellectual property, tools, frameworks, and the Lounge75 platform itself, and grants you a licence to use these only as needed to receive the benefit of the Services.

20. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of the Project, except where disclosure is required by law, a regulator, or a court.

21. Warranties & Liability

We'll provide the Services using reasonable skill and care. Beyond that, and to the fullest extent permitted by law, we exclude all other warranties, whether express or implied.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Subject to that, our total liability arising out of or in connection with a Project is limited to the total fees paid by the Client under the relevant Proposal in the 12 months before the claim arose.

22. Force Majeure

Neither party is liable for a failure or delay in performing its obligations caused by events reasonably outside its control, including: power or internet outages, third-party platform failures, natural disasters, industrial action, or government action or restrictions.

23. General provisions

Assignment & subcontracting: You may not assign or transfer a contract under these Terms without our written consent. We may subcontract parts of the Services to third parties, but we remain responsible for their delivery;
Anti-bribery: Both parties will comply with the Bribery Act 2010 and will not offer, give, request or accept any improper payment or advantage in connection with a Project;
Publicity: Unless you ask us in writing not to, we may reference your name, logo and a general description of the Project as part of our portfolio and marketing;
Notices: Formal notices under these Terms must be in writing and sent to the registered office or main contact email address of the other party;
Entire agreement: These Terms, together with the relevant Proposal and any signed SLA, form the entire agreement between the parties for a Project, and replace any earlier discussions or documents on the same subject;
Third-party rights: A person who is not a party to a contract formed under these Terms has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999;
Waiver: If we don't act immediately on a breach of these Terms, that doesn't mean we've given up our right to act on it later;
Severability: If any part of these Terms is found to be invalid or unenforceable, the rest will continue to apply in full.

24. Changes to these Terms

We may update these Terms from time to time. Updates apply to new Proposals accepted on or after the effective date of the update; a Project already under way continues to be governed by the version of these Terms in place when the contract for it was formed, unless we agree otherwise with you in writing.

25. Governing Law & Jurisdiction

These Terms, and any contract formed under them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising from them, except where mandatory law provides otherwise.

26. Contact Details

Studio Botez Ltd.
Royal Quays Business Centre, Coble Dene, North Shields, NE29 6DE, United Kingdom
Company No. 09767330 | VAT No. GB444051914 | ICO Registration No. ZA291994