3manfactory
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Standard Terms of Business

These Standard Terms of Business govern the provision of Services by 3manfactory Ltd (the Agency) to the client (the Client) that are agreed upon outside of a formal, mutually executed contract.

1. Agreement and Definitions

  • Formation of Agreement: A legally binding agreement is formed upon the Client providing written confirmation (including, but not limited to, a responsive email) that they accept the specific Scope of Work and Fees as presented by the Agency.
  • Scope of Work: The accepted email, including the detailed Services and Cost, constitutes the entire Scope of Work for this project.
  • Superseding Clause: These Standard Terms of Business are superseded entirely by any subsequent, mutually executed, formal contract or written agreement between the Client and the Agency, which shall then govern the Services.
  • Governing Law: This agreement shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute.

2. Services and Responsibilities

  • Agency Standard: The Agency shall perform the Services with the level of care, skill, and diligence reasonably expected of a leading service provider in the Agency’s industry, profession or trade.
  • Timescale: The Agency shall use reasonable endeavours to meet any specified times or dates, but time shall not be of the essence unless stated otherwise.
  • Client Co-operation: The Client must co-operate with the Agency in all matters relating to the Services.
  • Deliverable Approval: The Client must provide timely feedback, approval, and/or sign-off via the Agency’s portal, which is a required step before the Agency can proceed to the next stage or complete the Services.
  • Key Contact: The individual providing written acceptance of the Scope of Work will act as the Client’s Lead contact and is entitled to approve Services and/or Deliverables.

3. Fees and Payment

  • Fees: The Client shall pay the Fees set out in the Scope of Work (the accepted email).
  • Invoicing: The Agency shall invoice the Client for the Fees at the intervals specified, which means billing occurs at the commencement of each activity or phase (“Billed on acceptance”).
  • Payment Terms: Invoice terms are strictly 28 days from issue.
  • Late Payment: If the Client fails to make an undisputed payment by the due date, interest will accrue daily at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

4. Intellectual Property Rights (IPR)

  • Client Materials: The Client retains ownership of all Intellectual Property Rights (IPR) in materials provided to the Agency (Client Materials).
  • Deliverables: On full payment of all associated Fees, the Agency assigns to the Client all Intellectual Property Rights in the Deliverables.
  • Background IPR: Any IPR in existence prior to the provision of a Service (Background IPR) is excluded from assignment. Where Background IPR is included in a Deliverable, the Agency grants a license for the Client to obtain the intended benefit of the Deliverable.

5. Termination and Liability

  • Limitation of Liability: Subject to statutory exceptions, the Agency’s total liability to the Client, whether in contract, tort, or otherwise, arising under or in connection with the agreement, shall be limited to 100% of the total charges payable by the Client under the agreement.
  • Exclusion of Consequential Loss: Neither party shall have any liability to the other party for any indirect or consequential loss arising under or in connection with the agreement.
  • Termination for Cause: Either party may terminate the agreement with immediate effect by giving written notice if the other party:
    • Fails to pay any undisputed amount due within 14 days of being notified in writing to make such payment.
    • Commits a material breach and fails to remedy that breach within a period of 14 days after being notified in writing to do so.
  • Confidentiality: Both parties agree to keep the terms of this agreement and any Confidential Information (including business affairs, know-how, and trade secrets) confidential. This obligation shall survive for a period of five years from termination.

6. Data Protection

The Agency and the Client shall each comply with their respective obligations under the applicable Data Protection Laws, including the UK General Data Protection Regulation and Data Protection Act 2018.

Where the Agency processes personal data on behalf of the Client in the course of delivering the Services:

  • The Agency shall do so solely on the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect such data.
  • The Client shall ensure it has all necessary lawful grounds, consents, or notices in place to allow such data to be lawfully shared with the Agency.
  • The Agency shall notify the Client without undue delay in the event of a data breach involving personal data shared under this agreement.

The Agency’s standard data protection practices are available upon request or may be incorporated in a separate Data Processing Addendum (DPA) where required by law or upon the Client’s request.

7. Third-Party Software and Integrations

The Agency may recommend or implement third-party software, tools, or plugins as part of the Services. Unless explicitly agreed otherwise:

  • The Client remains responsible for any licensing, subscription, or compliance obligations associated with such tools.
  • The Agency shall not be liable for performance, support, or availability of third-party services beyond what is necessary for basic integration.
  • Any warranties or service levels related to third-party software shall be as provided by the original provider.
  • The Client acknowledges that the Agency acts only as an implementer or facilitator and does not transfer ownership or ongoing responsibility for such third-party tools unless agreed in writing.

Version: 1.2 (Effective from 2 October 2025)
Last updated: 2 October 2025

Changelog:

  • Added Data Protection and Third-Party Software clauses (Sections 6 & 7)
  • Added clarification around contract superseding in footer

Where a formal signed agreement exists, including a Scope of Work or Service Agreement, that agreement shall take precedence over these Standard Terms.

Last updated on: October 2, 2025 at 3:07 pm