Terms & Conditions

Flashbang Studio Limited
Terms & Conditions

Please read these Terms and Conditions carefully. They set out the basis upon which we provide services. By requesting, ordering, receiving, using or accessing any of our services, you agree to be bound by all these Terms and Conditions.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (Liability) and 11 (Limitations and Exclusions of Liability).

1. Definitions

The following Terms and Conditions document is a legal agreement between Flashbang Studio Limited, and “the Client”. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.

“Agreement” means an agreement between the parties incorporating:

(a) these Terms and Conditions;
(b) one or more additional Payment Schedules to these Terms and Conditions; and
(c) a Brief agreed between the parties or, if no Brief is agreed between the parties, any other document agreed in writing between the parties setting out the scope of the Services to be undertaken by Flashbang Studio Limited;

together with any amendments to the Agreement from time to time.

“Brief” means a document issued by Flashbang Studio Limited and signed or otherwise agreed by each of the parties, specifying the scope of the Services to be undertaken by Flashbang Studio Ltd and other matters relating to the Agreement, together with any Payment Schedule or project pricing document issued by Flashbang Studio Limited.

“Business Day” means any weekday, other than a bank or public holiday in England.

“Business Hours” means between 09:00 and 17:00 on a Business Day.

“Charges” means all amounts payable by the Client to Flashbang Studio Limited under or in relation to the Agreement as set out in one or more Briefs or otherwise agreed in writing by the parties, including any amounts referred to as deposits.

“Client” means the company, firm or person specified in the Brief.

“Data Protection Law” means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation and (for so long as and to the extent that the law of the EU has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy.
“Deliverables” means the deliverables set out in the Brief or other document agreed in writing between the parties, produced by Flashbang Studio Limited for the Client as a result of the Services.

“Effective Date” means:

(a) if there is a Brief or other agreed document, the date of agreement of that document subject to any validity period for the Client’s agreement; and
(b) otherwise, the date when Flashbang Studio Limited either sends an email to the Client confirming that the Agreement is in force or begins providing the Services.

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights and these “intellectual property rights” include copyright and neighbouring and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.

“Force Majeure Events” has the meaning ascribed in clause 9.2.

“Ongoing Services” means Services that are ongoing and are not by their nature susceptible to completion.

“Personal Data” means any information which falls within the definition of “personal data” under any Data Protection Law.

“Flashbang Studio Limited” means Flashbang Studio Limited, a company incorporated in England and Wales registration number 10580283) having its registered office at 10 Hillyglen Close, Hastings, East Sussex, TN34 1XU.

“Payment Schedule” means a schedule attached to these Terms and Conditions setting out when the Charges are due for payment.

“Service Description” means the description or specification of a Service set out in a Brief or otherwise agreed in writing by the parties.

“Services” means the services provided or to be provided under the Agreement, as specified in a Service Description.

“Standard Rates” means Flashbang Studio Limited’s standard time-based charging rates applicable upon the date that the time is recorded.

“Term” means the minimum duration of the Agreement from the Effective Date to the completion of the project or Services as set out in the Brief or Payment Schedule or otherwise agreed in writing by the parties.

2. Acceptance of Work

2.1 Quotations are valid for 30 days from date of issue. Any quotation given by Flashbang Studio Limited shall not constitute an offer.

2.2 When the Client places an order to purchase services from Flashbang Studio Limited (comprising an agreed form of Brief and Pricing Schedule), the order represents an offer to Flashbang Studio Limited to purchase the services. No contract for the supply of services exists between the Client and Flashbang Studio Limited until Flashbang Studio Limited sends an invoice to the Client for payment (such invoice being sent in accordance with clause 18 of these Terms and Conditions). The invoice equals acceptance by Flashbang Studio Limited of the Client’s offer to purchase services from Flashbang Studio Limited and this acceptance of work is a valid contract between Client and Flashbang Studio Limited.

2.3 Any other services on the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

2.4 Flashbang Studio Limited is under no obligation to enter into a contract with the Client at any time prior to acceptance.

2.5 Additional work requested by the Client that is not specified in the agreed quotation is subject to an additional quotation by Flashbang Studio Limited on receipt of specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.

2.6 The Client agrees to provide any information and content required by Flashbang Studio Limited in good time to enable Flashbang Studio Limited to complete a task as part of an agreed project.

3. Services

3.1 Flashbang Studio Limited will supply the Services to the Client during the Term.

3.2 The Client will:
(a) to the extent that it is reasonably required for the provision of the Services, provide Flashbang Studio Limited with:
(i) all co-operation, information and documentation; and
(ii) all access to the premises, computers, servers and systems of the Client
(b) be responsible for procuring any third party cooperation reasonably required for the provision of the Services; and
(c) be responsible for obtaining suitable licences of third party software that are required for the full use of the Services, except in each case to the extent expressly provided otherwise in the Agreement.

3.3 It is the Client’s responsibility to keep any passwords relating to the Services confidential and secure, and to change such passwords on a regular basis. The Client will notify Flashbang Studio Limited immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.

3.4 Except to the extent that the Agreement expressly provides otherwise:
(a) the Services are provided to the Client only; and
(b) the Client must not resell or otherwise provide the Services, or make the Services available, to any third party.

3.5 If Flashbang Studio Limited undertakes, with the agreement of the Client, any work for the Client that is outside the scope of the Services that have been agreed by the parties, such work shall be chargeable at the Standard Rates.

4. Variations to videos

4.1 When the Services include the creation of video files, Flashbang Studio Limited will provide the Client with one ‘draft copy’ of an initial edited video file. The Client must notify Flashbang Studio Limited of all proposed changes within fourteen days of receipt of the draft copy by the Client.

4.2 Once the proposed changes have been made, Flashbang Studio Limited will provide the Client with a ‘final draft copy’ which is to be used solely for the purpose of verifying that the proposed changes have been correctly implemented. No new changes may be requested unless the Client purchases another variation, at such cost as Flashbang Studio Limited may specify.

4.3 The Client must notify Flashbang Studio Limited of any errors in the final draft copy within fourteen days.

4.4 Once the fourteen day review period for both the ‘draft copy’ and ‘final draft copy’ has elapsed, Flashbang Studio Limited may refuse to make any further changes.

4.5 Flashbang Studio Limited will use reasonable endeavours to make the changes requested by the Client. Flashbang Studio Limited will notify the Client in respect of any changes that Flashbang Studio Limited are unable to make.
4.6 Flashbang Studio Limited reserves the right to request payment be received for further alterations before continuing work. Further alterations will be charged at the hourly rate set out in the Brief unless Flashbang Studio Limited agrees otherwise.

5. Charges and Payment

5.1 Flashbang Studio Limited shall issue invoices for the Charges to the Client:
(a) in accordance with the provisions of the relevant Payment Schedule or Brief; and
(b) in advance of supplying the Services to the Client.

5.2 All payment obligations under the Agreement, including any set out in the Payment Schedule are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.

5.3 All quoted prices are exclusive of VAT and the costs relating to any third parties used in connection with the provision of the Services (for example printing and signage costs) and any expenses incurred by Flashbang Studio Limited will be invoiced separately to the Client. Flashbang Studio Limited shall be entitled to add VAT to its invoices at the prevailing rate from time to time.

5.4 The Client will pay Charges to Flashbang Studio Limited in full and in cleared funds on or before the date or dates set out in the relevant invoice or, where no date is set out in the invoice, within 14 days following the date of issue of the relevant invoice.

5.5 Charges must be paid by bank transfer to a bank account nominated by Flashbang Studio Limited.

6. Late payments

6.1 If the Client does not pay any amount properly due to Flashbang Studio Limited under or in connection with the Agreement, then, without limiting the Flashbang Studio Limited’s remedies under clause 14, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.1 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

6.2 If the Client fails to pay to Flashbang Studio Limited any amount owed under:
(a) the Agreement; or
(b) any other contract or arrangement between the parties, by the due date, then Flashbang Studio Limited may suspend, withhold and/or render inaccessible any or all of the Services until such time as payment is received, including any interest which may have been incurred, without prejudice to Flashbang Studio Limited’s other rights under the Agreement.

7. Intellectual Property

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Flashbang Studio Limited.

7.2 Conditional upon payment by the Client of all amounts due to Flashbang Studio Limited under the Agreement, Flashbang Studio Limited grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use and copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

7.4 The Client grants Flashbang Studio Limited a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials provided by the Client to Flashbang Studio Limited for the Term for the purpose of providing the Services to the Client.

7.5 The Client agrees that resale or distribution of the completed files for purposes other than stated in the agreed quote and contract is forbidden unless prior written agreement is made between the Client and Flashbang Studio Limited.

7.6 The Client hereby agrees that all media and content made available to Flashbang Studio Limited for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to indemnify, hold harmless, protect and defend Flashbang Studio Limited in respect of all costs, losses, liabilities and expenses arising from any claim or suit that may arise as a result of using the supplied media and content.

7.7 The Client agrees that Flashbang Studio Limited may include development credits and links in any work that Flashbang Studio Limited creates, or amends.

7.8 The Client agrees that Flashbang Studio Limited reserves the right to include any work done for the Client in a portfolio of work (and that such work may include intellectual property rights owned by the Client).

7.9 Flashbang Studio Limited shall have the right to distribute all completed work, and shall have the right to use approved final work as part of the project for publication, exhibition, or other promotional purposes related to the project or for the promotion of the services of Flashbang Studio Limited.

7.10 The Client agrees to abide by the terms of any licence of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Google Maps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc. Flashbang will advise the Client where third party licences have been used in the supply of the Services.

8. Material

8.1 Flashbang Studio Limited reserves the right to refuse to work on any projects, including, but not limited to, those which contain the following:
(a) any media that is unlawful or inappropriate;
(b) any media that constitutes harassment, racism, homophobia, transphobia, violence, obscenity, harmful intent or spamming;
(c) any media that constitutes a criminal offence, or infringes privacy or copyright; and
(d) any media that Flashbang Studio Limited deems unethical.

9. Liability and Warranty Disclaimer

9.1 Flashbang Studio Limited will use reasonable endeavours to provide a project within agreed delivery time scales. However, the Client agrees that Flashbang Studio Limited is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale.

9.2 The Client agrees that Flashbang Studio Limited is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services (Force Majeure Events) .

9.3 On handover of files from Flashbang Studio Limited to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, Flashbang Studio Limited cannot guarantee that the display or functionality of the video will be uninterrupted or error free.

9.4 The Client will be liable for any legal costs incurred by Flashbang Studio Limited in the recovery of unpaid invoices on an indemnity basis.

9.5 The Client warrants to Flashbang Studio Limited that it has the legal right and authority to enter into and perform its obligations under the Agreement.

9.6 Flashbang Studio Limited warrants to the Client that:
(a) it has the legal right and authority to enter into and perform its obligations under the Agreement; and
(b) it will perform its obligations under the Agreement with reasonable care and skill.

9.7 The Client acknowledges that:
(a) Flashbang Studio Limited does not purport to provide any legal advice under the Agreement or in relation to the Services, and the Client recognises that in providing the Services, Flashbang Studio Limited is acting on the instructions of the Client and as such, Flashbang Studio Limited does not warrant that the Services will not give rise to (and the Client should take its own advice in respect of) any civil or criminal legal liability on the part of the Client or any other person; and
(b) whilst Flashbang Studio Limited will use commercially reasonable technological measures and procedures to secure its servers and systems, those servers and systems may from time to time be subject to attack by hackers, and Flashbang Studio Limited does not warrant that its servers and systems will never be subject to a security breach.

9.8 Save to the extent that Flashbang Studio Limited expressly agrees otherwise in writing, Flashbang Studio Limited shall not be responsible for ensuring that Client websites and software applications are secure against hacker attacks and exploits or malicious software infections, logic bonds, viral software or any other form of malicious attack. Any such security and protection shall be the sole responsibility of the Client.

10. Indemnification

10.1 To the extent that the Services are provided in accordance with the Brief the Client shall indemnify the Flashbang Studio Limited 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 professional costs and expenses) suffered or incurred by Flashbang Studio Limited in connection with any claim made against Flashbang Studio Limited that arises out of or as a result of Flashbang Studio Limited providing the Services to the Client in accordance with the Agreement, including for actual or alleged infringement of a third party’s intellectual property rights or the Client’s acts or omissions, save where that infringement of third party Intellectual Property Rights arises as a result of any breach or default by Flashbang Studio Limited.

10.2 The Client also agrees to indemnify, hold harmless and defend, Flashbang Studio Limited against any liabilities arising out of injury to property or person caused by any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation (save always that this indemnity shall not apply in respect of death or personal injury caused by the negligence of Flashbang Studio Limited).

10.3 Flashbang Studio Limited will make every effort to arrive at locations on time but cannot be held responsible for lateness or non-attendance caused by circumstances outside of the control of Flashbang Studio Limited such as traffic delays, severe weather conditions, unforeseen illness/incapacity, family emergency, accident, technical, camera or equipment failure.

10.4 The Client hereby indemnifies Flashbang Studio Limited, and undertakes to keep Flashbang Studio Limited indemnified, against any and all liabilities, losses, damages, costs and expenses (including legal expenses and amounts paid in settlement of any legal claim) arising in connection with, or directly or indirectly out of, any breach by the Client of any term of the Agreement.

11. Limitations and exclusions of liability

11.1 This clause 11 sets out the entire financial liability of Flashbang Studio Limited (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the Client under or in connection with the Agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

11.3 Nothing in the Agreement limits Flashbang Studio Limited’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) any other liability which cannot be lawfully limited or excluded.

11.4 The following types of loss are wholly excluded:

(a) Flashbang Studio Limited will not be liable to the Client in respect of any loss of profits, income, revenue, use, production or anticipated savings.

(b) Flashbang Studio Limited will not be liable to the Client for any loss of business, contracts or commercial opportunities.

(c) Flashbang Studio Limited will not be liable to the Client for any loss of or damage to goodwill or reputation.

(d) Flashbang Studio Limited will not be liable to the Client for any losses arising out of a Force Majeure Event.

(e) Flashbang Studio Limited will not be liable to the Client in respect of any special, indirect or consequential loss or damage.

(f) Flashbang Studio Limited will not be liable to the Client in respect of any loss or corruption of any data, database or software.

11.5 Subject to clause 11.3, Flashbang Studio Limited’s total liability to the Client in relation to any event or series of related events commencing during the 12 month period following the Effective Date will not exceed the greater of:
(a) GBP £1,000.00; and
(b) an amount equal to 200% of the aggregate of the Charges that are or will be paid and payable by the Client to Flashbang Studio Limited under the Agreement during that period, assuming the Agreement continues in force to the end of that period.

11.6 Subject to clause 11.3, Flashbang Studio Limited’s total liability to the Client in relation to any event or series of related events commencing after the 12 month period following the Effective Date will not exceed the greater of:
a) GBP £1,000.00; and
b) an amount equal to 200% of the total amount paid and payable by the Client to Flashbang Studio Limited under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.

12. Interpretation

12.1 By accepting a quotation or making a payment of invoice for the Services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.

12.2 In these Terms and Conditions:

(a) a reference in to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or provision includes all subordinate legislation made under that statute or statutory provision;

(b) any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

(c) a reference to writing or written includes email.

13. Term

13.1 The Agreement expires automatically at the end of the Term unless extended by agreement between the parties or terminated earlier in accordance with clause 14.

14. Termination of Agreement

14.1 Subject to clause 15.3, Flashbang Studio Limited may terminate the Agreement at any time before the end of the Term by giving one weeks’ written notice to the Client.

14.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
a) commits any material breach of any term of the Agreement, and:
i) the breach is not remediable; or
ii) the breach is remediable, but the other party fails to remedy the breach within 14 days of receipt of a written notice requiring it to do so; or
b) persistently breaches the terms of the Agreement.

14.3Without affecting any other right or remedy to it, Flashbang Studio Limited may terminate the Agreement with immediate effect by giving written notice to the Client if:
a) the Client fails to pay any amount due to be paid to Flashbang Studio Limited under the Agreement by the due date; or
b) the Client’s financial position deteriorates to such an extent that in Flashbang Studio Limited’s opinion the Client’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

14.4 Either party may terminate the Agreement immediately by giving written notice to the other party if:
a) the other party:
i) is dissolved;
ii) ceases to conduct all (or substantially all) of its business;
iii) suspends, or threatens to suspend, payments of its debts or is unable to pay its debts as they fall due or admits its inability to pay its debts;
iv) is or becomes insolvent or is declared insolvent; or
v) convenes a meeting, or makes or proposes to make any arrangement or composition, with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

15. Effects of termination

15.1 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to issue invoices and rights to be paid) as at the date of termination.

15.2 Subject to Clause 15.1, upon termination all the provisions of the Agreement will cease to have effect, save that:
(a) the following provisions of the Agreement will survive and continue to have effect in accordance with their terms or otherwise indefinitely:
Clauses:
1 (Definitions)
6 (Late Payments)
7 (Intellectual Property)
9 (Liability and warranty disclaimer)
10 (Indemnification)
11 (Limitations and exclusions of liability)
15 (Effects of termination)
17 (Non-solicitation)
20 (General); and
(b) the provisions of the Payment Schedules and Briefs expressed to survive and continue to have effect will do so in accordance with their terms or otherwise indefinitely.

15.3 If the Agreement is terminated by Flashbang Studio Limited under Clause 14.1 or by the Client under Clause 14.2 or 14.4 (but not in any other case) the Client will:
(a) be entitled to a refund of any Charges paid by the Client to Flashbang Studio Limited in respect of any Services which were to be performed after the date of effective termination; and
(b) be released from any obligation to pay any Charges otherwise payable by the Client to Flashbang Studio Limited in respect of any Services which were to be performed after the date of effective termination, such amount or amounts to be calculated by Flashbang Studio Limited using any reasonable methodology.

15.4 Save as provided in Clause 15.3, the Client will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to Flashbang Studio Limited.

16. Data protection

16.1 The parties may process names, job titles and business contact information including addresses, telephone numbers and email addresses for each other’s employees and representatives in connection with  the administration of this Agreement.

16.2 Further information on how Flashbang Studio Limited uses Personal Data, can be found in our privacy notice
https://flashbangstudio.com/privacy-policy/.

16.3 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the Data Protection Legislation. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. For the avoidance of doubt, this clause 17 constitutes a contractual obligation on each party to comply with Data Protection Law.

17. Non-solicitation

17.1 The Client will not, without Flashbang Studio Limited’s prior written consent, during the Term or for a period of 6 months after the end of the Term, directly or indirectly, either for itself or for any other person, firm or company, solicit for employment any employee or contractor of Flashbang Studio Limited involved in the performance of the Services.

18. Notices

18.1 Any notice given under the Agreement must be in writing (whether or not described as a “written notice” in the Agreement) and must be communicated and sent by email to the email address specified as such in the Brief or other written document provided by Flashbang Studio Limited to the Client.

18.2 Any notice sent in accordance with clause 18.1 shall be deemed to have been received, at the time of transmission, or, if this falls outside Business Hours, when Business Hours resume.

18.3 All communications between Flashbang Studio Limited and the Client shall be by email, Skype or an instant messaging service, except where agreed at Flashbang Studio Limited’s discretion. Skype calls may be recorded for reference.

19. Variation of agreement

19.1 The Agreement may not be varied except if the Client is informed via email by Flashbang Studio Limited and agrees to the prescribed change.

20. General

20.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted.

20.3 Nothing in the Agreement will constitute a legal partnership, agency relationship or contract of employment between the parties.

20.4 The Client hereby agrees that Flashbang Studio Limited may freely assign any or all of its rights and/or obligations under the Agreement to any successor to all or a substantial part of the business of Flashbang Studio Limited from time to time. The Client may not, without the prior written consent of Flashbang Studio Limited, assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

20.5 Flashbang Studio Limited may subcontract any of its obligations under the Agreement to any third party.

20.6 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

20.7 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

20.7 The Agreement will be governed by and construed in accordance with the laws of England; and the courts of England will have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement.