Master Services
Agreement.
The standing terms between RIOT London and the Client. Per-project scope sits in the Statement of Work. Sign below to lock things in — we'll countersign and send a PDF copy.
This Master Services Agreement (the "Agreement") sets the standing terms on which RIOT will provide creative, design, development and related services to the Client. Each engagement is described in a Statement of Work ("SOW") that incorporates these terms by reference. If any SOW conflicts with these terms, the SOW prevails for that engagement only.
1. Scope of Work
RIOT will deliver the services described in the applicable SOW or accepted proposal (the “Services”). The SOW will set out deliverables, milestones, fees and timeline. Anything not expressly listed is out of scope and, if requested, will be quoted separately as a Change Request before work begins.
2. Change Requests
Either party may request changes to scope. RIOT will provide a written estimate (cost and timeline impact). Work on the change only starts once the Client approves it in writing (email is fine). Until then, the original scope and timeline stand.
3. Fees, Deposits & Payment
Unless the SOW says otherwise: (a) a non-refundable deposit of 50% of the project fee is payable before work begins; (b) the remaining balance is payable on completion of the final milestone or, for staged projects, at the milestones set in the SOW; (c) for retainers, fees are invoiced monthly in advance. Invoices are payable within 14 days. Late payments accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. RIOT may suspend work or withhold deliverables while any invoice is overdue.
4. Revisions
Each design or content stage in the SOW includes two (2) rounds of revisions. A round means consolidated feedback returned within 7 days of delivery. Additional rounds, or feedback received after a stage is signed off, are billed at RIOT’s standard hourly rate. Silent approval applies if the Client does not respond within 14 days.
5. Client Responsibilities
The Client agrees to: (a) provide briefs, content, assets, access and approvals promptly; (b) nominate a single decision-maker authorised to sign off work; (c) ensure all materials supplied to RIOT are accurate, lawful and free of third-party rights issues; (d) review and test deliverables before going live. Delays caused by the Client may push timelines and trigger additional fees.
6. Intellectual Property
On full payment of all fees due for a deliverable, RIOT assigns to the Client all rights, title and interest in the final deliverables created specifically for the Client (the “Final Works”), excluding the items in clause 6.1. Until full payment is received, all rights remain with RIOT and any use is unlicensed.
6.1 Excluded materials
The following remain the property of RIOT or their respective owners and are licensed (not assigned) to the Client on a non-exclusive, perpetual, worldwide basis solely for use as part of the Final Works: (a) RIOT’s pre-existing tools, frameworks, code libraries, design systems and methodologies; (b) third-party assets, fonts, plugins, stock imagery and software; (c) preliminary concepts, working files and drafts not selected by the Client.
7. Portfolio & Case-Study Rights
The Client grants RIOT a non-exclusive, royalty-free, perpetual right to display and describe the Final Works (and selected drafts) in RIOT’s portfolio, website, social channels, award submissions and pitch materials, including reasonable use of the Client’s name and logo. RIOT will hold back any genuinely confidential material on written request.
8. Confidentiality
Each party will keep the other’s non-public information confidential, use it only for the purposes of the Agreement, and protect it with reasonable care. This obligation survives termination for 3 years. It does not apply to information that is public, independently developed, or required to be disclosed by law.
9. Data Protection (UK GDPR)
Where RIOT processes personal data on behalf of the Client, RIOT acts as a processor and the Client as controller. RIOT will: (a) only process personal data on the Client’s documented instructions and as needed to deliver the Services; (b) apply appropriate technical and organisational measures; (c) ensure staff and approved sub-processors are bound by confidentiality; (d) assist the Client with data-subject requests and breach notifications; (e) on termination, delete or return personal data at the Client’s choice. Each party will comply with the UK GDPR and the Data Protection Act 2018.
10. Hosting, Domains & Third-Party Services
Where RIOT recommends or sets up hosting, domains, email or third-party SaaS, the relevant provider’s terms apply directly between the Client and that provider. RIOT is not liable for downtime, pricing changes, data loss or service withdrawal by third parties.
11. Warranties
RIOT warrants that it will perform the Services with reasonable skill and care and that the Final Works do not knowingly infringe third-party intellectual property rights. Except as expressly set out, all other warranties (statutory or implied) are excluded to the fullest extent permitted by law.
12. Limitation of Liability
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot be limited by law. Subject to that, neither party is liable for indirect, consequential or special losses, loss of profits, revenue, data, goodwill or anticipated savings. Each party’s total aggregate liability is capped at the fees paid (or payable) under the relevant SOW in the 12 months preceding the claim.
13. Term & Termination
Either party may terminate an SOW for convenience on 14 days’ written notice, or immediately for material breach not cured within 14 days, or insolvency. On termination: the Client pays for all work performed and approved expenses; deposits are non-refundable; RIOT delivers work-in-progress for paid stages.
14. Non-Solicitation
During the engagement and for 12 months after, neither party will, without the other’s written consent, directly solicit for employment or engagement any employee, contractor or freelancer of the other who was materially involved in the Services. General job ads and unsolicited applications are not a breach.
15. Non-Circumvention
Where RIOT introduces the Client to subcontractors, suppliers or partners, the Client will not engage them directly to bypass RIOT during the engagement and for 12 months after, except via RIOT or with RIOT’s written consent.
16. Independent Contractor
RIOT delivers the Services as an independent contractor. Nothing in the Agreement creates an employment, partnership, agency or joint-venture relationship.
17. Subcontracting
RIOT may use trusted subcontractors and remains responsible for their work as if it were its own.
18. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control. The affected party will give prompt notice and use reasonable efforts to resume.
19. Notices
Notices must be in writing and sent by email (for RIOT: riotcolchester@gmail.com). Email notices are deemed received the next working day.
20. Entire Agreement
The Agreement, together with each SOW, is the entire understanding between the parties on its subject matter. No variation is effective unless agreed in writing by both parties.
21. Assignment
Neither party may assign or transfer the Agreement without the other’s written consent, except RIOT may assign as part of a sale or restructure of its business.
22. Governing Law & Jurisdiction
The Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
Need a PDF copy? Email riotcolchester@gmail.com.
