Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Crilo Studio's relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website. These terms and conditions also apply to all work carried out by Crilo Studio.

The term ‘Crilo Studio’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is 86-90 Paul Street, London, EC2A 4NE. Our company registration number is 13735812. The term ‘you’ refers to the user or viewer of our website.

1. INTERPRETATION

1.1  Definitions. In these Conditions, the following definitions apply: 

Conditions: these terms and conditions as amended from time to time in accordance with clause 

Commencement Date:  the date that our contract begins.

Customer: the person or business who purchases the Goods and/or Services from Crilo Studio. Customer Materials: the materials provided to the Supplier by the Customer in relation to or in connection with the Services from time to time, including but not limited to website content. 

Force Majeure Event: events include but are not limited to certain acts, events or circumstances beyond the control of the parties, for example, strikes, ​​malicious damage, natural disasters or the outbreak of hostilities.

Communication channel: A communication channel is a particular type of media through which a message is sent and received.

Customer default: a failure by Customer to perform any obligation under this Agreement.

2. BASIS OF CONTRACT

2.1  Your order of our services as set out in written correspondence and our working contractual agreement, constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The order shall only be deemed to be accepted when Crilo Studio issues written acceptance of the Order at which point and on which date the Contract shall commence.

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Crilo Studio which is not set out in the Contract.

2.4  Any samples, drawings, descriptive matter or advertising issued by Crilo Studio and any descriptions of the illustrations or descriptions of the Services contained across Crilo Studio’s communication channels are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by Crilo Studio shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1. The Customer shall indemnify Crilo Studio against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Crilo Studio in connection with any claim made against Crilo Studio for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Crilo Studio’s use of any specification supplied by the Customer. This clause 3.2 shall survive termination of the Contract.

4. Supply of service.

4.1 Crilo Studio shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.2  Crilo Studio shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Crilo Studio shall notify the Customer in any such event.

4.3 Crilo Studio warrants to the Customer that the Services will be provided using reasonable care and skill.

5. Customer obligations. 

5.1 The Customer shall:

(a)     ensure that the terms of the Order and (if submitted by the Customer) any applicable specification submitted by the Customer and accepted by Crilo Studio are complete and accurate;

(b)     cooperate with Crilo Studio in all matters relating to the Services;

(c) provide Crilo Studio with such information and materials as Crilo Studio may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

5.2 If Crilo Studios performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

1. Crilo Studio shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Crilo Studio’s performance of any of its obligations;

(b) Crilo Studio shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Crilo Studio’s failure or delay to perform any of its obligations as set out in this clause and

(c)  The Customer shall reimburse Crilo Studio on written demand for any costs or losses sustained or incurred by Crilo Studio arising directly or indirectly from the Customer Default.

The price for Goods shall be the price set out in the Proposal or, if no price is quoted, the price set out in Crilo Studio’s published price list/catalogue as at the date of delivery. 

6. Charges and payments

6.1 The charges for Services shall be either as set out in the Proposal or otherwise in accordance with Crilo Studio’s standard price list from time to time for the provision of Services.

6.2  Crilo Studio shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Crilo Studio engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Crilo Studio for the performance of the Services, and for the cost of any materials.

6.3 Crilo Studio reserves the right to increase the price of the Goods or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or services to Crilo Studio that is due to:

(a)  any factor beyond the control of Crilo Studio (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods or services ordered, or the specification of the Goods or services; or

(c) any delay caused by any instructions of the Customer in respect of the Goods or Services or failure of the Customer to give Crilo Studio adequate or accurate information or instructions in respect of the Goods or Services.

6.4 The Customer shall pay each invoice submitted by Crilo Studio:

(a)  within 7 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by Cirilo Studio, and

time for payment shall be of the essence of the Contract.

With effect from the date that Crilo Studio receives payment from the Customer in respect of its charges and expenses arising out of or in connection with the Services (in full and in cleared funds) Crilo Studio hereby assigns to the Customer all Intellectual Property Rights in or arising out of or in connection with the Services (but excluding Intellectual Property Rights in the Software).

6.5  Where the Services include website design and/or development and subject to clause 6.6, the Supplier hereby grants the Customer a non-exclusive licence to use any Software that is needed for the purpose of operating the Site.

6.6  The Customer warrants and represents to Crilo Studio that it has obtained all necessary written licences from third parties in respect of any third party Intellectual Property Rights in the Customer Materials (if applicable) and that the terms of any such licences entitle Crilo Studio to use such Customer Materials in providing the Services.

7. Confidentiality.

A party (receiving party) shall keep in strict confidence all commercial know-how, processes, inventions, specifications or initiatives which are of a confidential character and have been disclosed to the receiving party by the other party (disclosing party). The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.

7.1 Confidential Business Information

The Customer and Crilo Studio agree that all confidential information regarding the practises and procedures of the Company and its affiliates, their methods of marketing, know-how, trade information, trade secrets, customer or client lists, and other information regarding the affairs of the Company and its affiliates (collectively, the “Confidential Business Information”) shall be received and held in the strictest confidence.

7.2 Conflict of Interest

Our Directors, Employees and Partners of the Company from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Client.

The Customer is responsible for making its own arrangements for the insurance of any excess loss.

8. Limitation of liability

8.1    Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a)    death or personal injury caused by negligence;

(b)    fraud or fraudulent misrepresentation; and

(c)    breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2   Subject to clause 8.1, Crilo Studio’s total liability to the Customer shall not exceed the price of the Goods and/or Services actually supplied by Crilo Studio and invoiced to the Customer under the Contract. Crilo Studio’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

8.3 This clause 8.2 sets out specific heads of excluded loss:

(a)        Subject to clause 8.1, the types of loss listed in clause 8.3 (b)are wholly excluded by the parties

(b)        The following types of loss are wholly excluded:

(i)         Loss of profits.

(ii)        Loss of sales or business.

(iii)   Loss of agreements or contracts.

(iv)       Loss of anticipated savings.

(v)        Loss of use or corruption of software, data or information.

(vi)       Loss of or damage to goodwill.

(vii)  Indirect or consequential loss.

9. Termination

Without limiting its other rights or remedies, Crilo Studio may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 10 days after receipt of notice in writing to do so.

9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

9.2 Without limiting its other rights or remedies, Crilo Studio may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

On termination of the Contract for any reason:

(a)    the Customer shall immediately pay to Crilo Studio all of Crilo Studio’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Crilo Studio shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)    the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(c)    clauses which expressly or by implication have effect after termination shall continue in full force and

10. Force Majeure 

10.1  Crilo Studio shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

10.2  If the Force Majeure Event prevents Crilo Studio from providing any of the Services and/or Goods for more than 4 weeks, Crilo Studio shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

Any notice or other communication was given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or email.

(c)  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

11. General

  If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.1  Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.2  No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

11.2 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

11.3 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11.4 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non- contractual disputes or claims).