1. Introduction
These Terms of Service govern the supply of integrated systems design, control console engineering, interactive installation planning, hardware integration and fitout, networked audiovisual systems, and maintenance and support contracts by SPO ATELIER LIMITED. They apply to every quotation, proposal and engagement unless the parties have signed a separate written agreement that expressly replaces them. Please read these Terms carefully before commissioning work, because they set out the rights and responsibilities of both the company and the client.
We have written these Terms in plain language wherever possible so that they can be understood without legal training. If any part of them is unclear, please raise it with the studio before work begins and we will explain it. By instructing the company to proceed, the client accepts these Terms in full.
2. Definitions
In these Terms, the company, we, us and our refer to SPO ATELIER LIMITED, a business operating from 80 Winterbourne Road, CHICHESTER - PO19 6RS, United Kingdom (GB). The client, you and your refer to the person or organisation commissioning the services. The services means the design, engineering, integration, installation, commissioning, support and related work described in a quotation, proposal, statement of work or purchase order accepted by the company. Deliverables means the documents, drawings, software configurations, consoles, installations and other items produced or supplied under an engagement. Site means the location at which the services are performed. Business day means a day other than a Saturday, Sunday or public holiday in the United Kingdom.
3. Who These Terms Apply To
These Terms apply to business and professional clients, including companies, public bodies, venues, studios, contractors and other organisations. They are not intended for consumers acting outside a trade, business, craft or profession, and nothing in these Terms excludes any right that cannot lawfully be excluded. Where a client engages the company on behalf of another party, the client confirms that it is authorised to accept these Terms for that party and to give instructions on that party behalf.
4. Formation of a Contract
A contract between the company and the client comes into existence when the client accepts a written quotation or proposal from the company, whether by signing it, confirming by email, issuing a purchase order that references it, or instructing work to begin. Quotations remain open for thirty days unless stated otherwise and are based on the information available at the time. The company may decline an engagement, for example where the scope is unclear, where a conflict of interest exists or where the required resources are not available.
Where a client wishes to rely on its own purchase terms, those terms will not apply unless the company has agreed to them in writing. In the event of a conflict between these Terms and a signed statement of work, the statement of work prevails for that engagement, but only in respect of the specific provisions it clearly addresses.
5. Scope of Services
The company provides technical design and integration services across six core disciplines. Systems design consultancy covers surveys, specifications, schedules and operating philosophy. Control console engineering covers the design, fabrication, wiring and programming of control surfaces. Interactive installation planning covers visitor flow, sensing strategy, media coordination and commissioning planning. Hardware integration and fitout covers the supply, mounting, wiring and commissioning of physical equipment. Networked audiovisual systems covers converged network design, configuration, testing and monitoring. Maintenance and support contracts cover inspection, updates, spares, diagnostics and fault response.
The precise scope for an engagement is set out in the accepted quotation or statement of work. Anything not expressly included is excluded and may be quoted separately. The company may use subcontractors and specialist suppliers to deliver the services and remains responsible for their work as if it were its own. Where the company provides advice on equipment supplied by a third party, that advice is given in good faith based on the information available, but the performance of third party products remains subject to their own manufacturer terms.
6. Client Obligations
The client agrees to provide accurate and timely information about the project, the site and its intended use. The client will give the company safe access to the site, reasonable working conditions and any approvals needed from landlords, planners or other authorities. The client is responsible for the accuracy of drawings, specifications and equipment details it supplies, and for telling the company promptly about anything that may affect the delivery of the services.
Where the client provides equipment for integration, the client confirms that it is lawfully owned, correctly specified and in suitable condition. The client will nominate a person with authority to give instructions and to approve variations on its behalf. Delays caused by the client, or by information that arrives late or proves to be incorrect, may extend the programme and give rise to additional costs, which the company will notify in advance wherever possible.
7. Fees and Payment
Fees are set out in the accepted quotation and are exclusive of value added tax and any other applicable taxes, which will be added at the prevailing rate. Unless the quotation states otherwise, the company invoices in stages according to progress: an initial payment on acceptance, further payments at agreed milestones, and a final payment on completion. Support contracts are invoiced monthly, quarterly or annually as agreed.
Invoices are payable within thirty days of the invoice date unless the quotation says otherwise. The company may charge interest on overdue amounts at the statutory rate applicable in the United Kingdom, calculated daily from the due date until payment. Where an invoice remains unpaid the company may suspend work, suspend support and withhold deliverables after giving written notice. The client is responsible for any reasonable costs of recovery. All amounts stated are in the currency shown on the quotation.
8. Variations and Change Control
Projects evolve, and the company welcomes sensible change. Any change to the scope, programme, specification or site conditions will be handled through a written variation. The company will describe the change, its effect on fees and the effect on the programme, and will not proceed until the client has approved it. Where a change is urgent, the company may begin work after clear written notice and with the client direction, and will document the variation afterward.
Changes to third party equipment, concealed conditions discovered on site, or new regulatory requirements may all give rise to a variation. The company will not use the variation process to inflate a quotation, and will always aim to show the client where cost or time can be saved. Frequent or extensive changes may lead to a re-baselining of the engagement, which will be documented and agreed in writing.
9. Scheduling and Site Access
Programme dates are estimated in good faith and depend on client cooperation, site readiness and the availability of third party equipment. The company will give reasonable notice of attendance and will aim to keep to the agreed schedule. The client will ensure that the site is safe, that power and welfare facilities are available, and that other trades coordinate with the company work so that access is not obstructed.
If the site is not ready or access is refused, the company may charge for the wasted attendance at its reasonable rates after notifying the client. Where work must be carried out outside normal business hours to suit the client, the company may apply an agreed out of hours rate. Storage of equipment on site before installation is at the client risk unless the company has agreed otherwise in writing.
10. Intellectual Property
All intellectual property rights in the company pre-existing materials, methods, software, templates and know how remain with the company. Upon full payment of the fees for an engagement, the company grants the client a perpetual, non-exclusive licence to use the deliverables of that engagement for the purpose for which they were supplied, including the operation and maintenance of the installed system.
Third party software, firmware and equipment supplied under an engagement remain subject to the licences of their respective owners. The company retains the right to reuse general engineering knowledge, design methods and non-confidential experience gained on a project. No party may use the other party name or logo in publicity without prior written permission, except that the company may include a neutral factual description of a completed installation in its portfolio where the client has approved that description.
11. Confidentiality
Each party may receive confidential information from the other, including technical drawings, commercial terms, site details and operational information. Each party agrees to keep that information confidential, to use it only for the purposes of the engagement, and to disclose it only to those of its staff and advisers who need it and who are bound by equivalent obligations. These obligations do not apply to information that is already public, that was lawfully known before disclosure, or that must be disclosed by law or by a regulatory authority.
Where disclosure is required by law, the disclosing party will, where permitted, give the other party prompt notice so that protective steps can be considered. Confidentiality obligations continue for three years after the engagement ends, and indefinitely in respect of trade secrets. On request, each party will return or securely destroy confidential information belonging to the other, except where retention is required by law or by professional record keeping duties.
12. Data Protection
Each party will comply with the data protection laws that apply to it. Where the company processes personal data on behalf of the client, it does so as a processor and only on the documented instructions of the client, taking appropriate security measures and assisting the client with its own obligations. Where the company acts as controller, for example in relation to its own enquiries and accounting, it handles personal data as described in the Privacy Policy published on this website.
The client is responsible for ensuring that it has a lawful basis for any personal data it shares with the company and for informing the individuals concerned. Both parties will cooperate to respond to data subject requests and to deal with any personal data breach. Further detail on these arrangements can be provided on request and may be set out in a separate data processing agreement where required.
13. Warranties and Defects
The company warrants that it will perform the services with reasonable skill and care and in accordance with the accepted specification. The company warrants its own workmanship and the configuration of systems it has integrated for a period of twelve months from commissioning, unless a longer period is agreed in a support contract. Third party equipment carries the warranty of its manufacturer, and the company will assist the client in pursuing a claim where it is reasonable to do so.
If a defect appears during the warranty period, the client should notify the company promptly with enough detail to allow investigation. The company will repair or replace defective workmanship at its own cost. The warranty does not cover damage caused by misuse, unauthorised modification, incorrect operation, environmental conditions outside the agreed specification, or normal wear and tear. Consumable items are excluded. Support contracts may extend and supplement these warranties on the terms set out in the contract.
14. Limitation of Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited by law. Subject to that, the company is not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of data, business interruption, or any indirect or consequential loss, whether arising in contract, tort or otherwise.
Subject to the paragraph above, the total liability of the company under or in connection with an engagement is limited to the total fees paid by the client for that engagement in the twelve months preceding the event giving rise to the claim. Where an engagement is delivered in stages, each stage is treated as a separate engagement for the purpose of this limit. The company maintains insurance to support these obligations, and details are available on request. The client is responsible for insuring its own property and business interests against risks not covered by the company.
15. Indemnities
The client will indemnify the company against claims, losses and reasonable costs arising from information, drawings, equipment or materials supplied by the client that infringe the rights of a third party, or that are unsafe, unlawful or incorrectly specified. The company will indemnify the client against claims that the company own original deliverables infringe the intellectual property rights of a third party, provided that the client notifies the company promptly, allows the company to control the defence, and does not settle the claim without agreement.
Where a claim relates to equipment or software supplied by a third party, the relevant manufacturer terms will govern, and the company will provide reasonable assistance to the client in dealing with the claim. Each party will take reasonable steps to mitigate any loss for which it seeks an indemnity.
16. Suspension and Termination
Either party may terminate an engagement by giving thirty days written notice, without prejudice to rights that have already accrued. The company may suspend or terminate immediately if the client fails to pay an undisputed invoice, becomes insolvent, or commits a material breach that is not remedied within fourteen days of written notice. The client may terminate immediately if the company commits a material breach that is not remedied within fourteen days of written notice.
On termination the client will pay for all work properly carried out and for all commitments reasonably made up to the date of termination, including non-cancellable orders placed with suppliers. The company will return or make available the deliverables completed and paid for, and will cooperate reasonably in an orderly handover. Clauses dealing with confidentiality, intellectual property, limitation of liability and governing law survive termination.
17. Force Majeure
Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including natural disaster, severe weather, epidemic, war, civil unrest, industrial action, failure of utilities or transport, or the acts of government. The affected party will notify the other promptly and will use reasonable efforts to reduce the impact. If the event continues for more than sixty days, either party may terminate the affected engagement on written notice, and the client will pay for work properly carried out up to that point.
18. Insurance
The company maintains public liability, employers liability and professional indemnity insurance appropriate to the services it provides. Certificates of insurance are available on request. Where a client requires additional cover or a specific level of indemnity, the company will consider the request and, if it agrees, may adjust the fees to reflect the additional risk. The client is responsible for insuring its own premises, contents and business interruption risks, and for any equipment it supplies for integration.
19. Governing Law and Jurisdiction
These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that the company may bring proceedings in any jurisdiction where the client is established or where its assets are located. Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute through discussion and, if appropriate, mediation, and will keep the details of the dispute confidential.
20. General Provisions
These Terms, together with the accepted quotation or statement of work, form the entire agreement between the parties and replace any earlier discussions or representations relating to their subject matter. A person who is not a party to the contract has no right to enforce any of its terms. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
A failure or delay in enforcing a right does not amount to a waiver of that right. The company may assign its rights and obligations to another organisation as part of a reorganisation, provided that the client is notified. The client may not assign its rights without the written consent of the company. Notices must be in writing and sent to the registered contact addresses of the parties. These Terms may be updated from time to time, and the version accepted at the start of an engagement governs that engagement.
21. How to Contact Us
If you have any question about these Terms of Service or about an engagement, please contact the studio using the details below.
SPO ATELIER LIMITED
80 Winterbourne Road, CHICHESTER - PO19 6RS, United Kingdom (GB)
Email: studio@spoatelier.lol
Telephone: +17164143135