Terms of Service (USA)

These are the Terms of Service (“Terms”) of My Amazing Team LLC, a company registered in Georgia, USA (registered number 18031514). These terms cover My Amazing Team LLC as the USA subsidiary of My Amazing Team Limited. When we refer to “My Amazing Team”, “MAT”, “we”, “us”, and “our” we mean My Amazing Team LLC and any other satellite offices that we may operate from time to time. These terms apply to all services operated by My Amazing Team, including those under the trading brands of MAT Studios and ELEVATE Labs.

If you have any questions about these Terms, please contact My Amazing Team on atl@matstudios.io, 

1.   Definitions

“Client” or “Customer” means the organization contracting with MAT for the provision of services, products or consultancy as defined by the agreement related to the individual engagement.

“Contract” means the contract formed by the acceptance by the client of our Terms of Engagement, or the provision of an agreed signed Statement of Work or other specified document to govern the agreement. Where no such agreement is specified, these Terms will set precedent for delivery of all goods and services by MAT.

“Deliverables” are the items identified in the Contract, to be delivered by MAT to the client during the course of delivering the goods or services.

“Services” means the provision of work, including provision of goods and products by MAT for the Client.

“Terms of Engagement” means the letter or other statement provided to the client by MAT or to MAT by the client and agreed by both parties, which outlines the services, deliverables, fees payable and timeframe for delivery or completion, together with any other terms specific to the engagement with the Client.

“Work” means any activity performed by MAT in relation to the Services.

 

2.   The Services

  • MAT will provide the Services to the Client on, and subject to, the MAT Company Terms and Terms of Engagement. MAT will not start providing the Services until MAT has received written acceptance of the Terms of Engagement by an authorized representative of the Client. By accepting the Terms of Engagement, the Client also agrees to be bound by these Terms to the exclusion of all other terms and conditions, unless agreed in writing by MAT. Once agreed, the Terms of Engagement will form the contract between MAT and the Client.
  • In accepting the Terms of Engagement, the Client authorizes MAT to proceed with all relevant preparations for providing the Services, including but not limited to the purchase of materials and booking of venues (if required).
  • MAT will provide the Services using reasonable skill and care.
  • In providing the services, MAT shall reasonably endeavor to give sound advice based on available information, but the Client remains wholly responsible for determining matters of policy or actions related to that advice.
  • The Client acknowledges and agrees that, in order for its personal to derive benefits from the Services, such personnel will be required to make such commitment as is appropriate to the Services being provided.

3.   Terms of Engagement and Fees

  • The Terms of Engagement will, unless otherwise stated, remain capable of acceptance by the Client for a period of 30 days from the date thereof. The rates and fees for a project will be pre-stated by MAT and agreed with the Client and form part of the Contract. These will not be varied, unless additional scope or costs are pre-agreed between MAT and the Client.
  • MAT provides all-inclusive project costings. Any costs excluded from the agreed fees and subject to additional charge to the Client will be outlined in the Terms of Engagement.
  • Value Added Tax or Sales Tax, where applicable, will be payable by the Client on all fees and expenses at the rate in force at the date of invoicing. All prices are quoted exclusive of such taxes, unless otherwise stated.
  • All invoices will be paid by the Client within 30 days of date of invoice. MAT reserves the right to submit interim invoices and request either full or partial payment for Services upfront, to be disclosed within the Terms of Engagement.
  • MAT reserves the right to charge the Client interest and costs of recovery in accordance with any late or overdue payments at a rate of 11.5%.
  • Where a refund is due to a client and such is caused at the fault of the Client, MAT reserves the right to deduct reasonable administrative charges from such refund. Where the refund is necessitated at the fault of MAT, no such deductions shall be made.

4.   Ownership of Materials Included in Deliverables

It is a condition of sale that ownership of materials shall not transfer to the Client (or any individual) until full payment is received by MAT in respect of the relevant Services.  

5.   Cancellation and Postponement

  • Unless otherwise specified in the Terms of Engagement, MAT reserves the right to charge for Services cancelled or postponed by the Client. Such charges will be in accordance with the following:

    Postponement by the Client will be subject to 50% of Fees, plus any costs accrued by MAT related to the project and its postponement.

    Cancellation by the Client will be subject to 100% of fees.

  • In the case of postponement, the Client will be liable for the full project fee agreed in the Terms of Engagement when the project finally commences.
  • Revised dates for postponed projects must be provided to MAT in writing within two months of the date of notification of postponement. The revised dates must commence within 6 months of the date of notification of postponement, or the postponed work will be treated as a Cancellation and charged accordingly.

6.   Copyright

  • Other than in respect of information that the Client has supplied to MAT, MAT retains copyright and all other intellectual property rights in all work undertaken within the Terms of Engagement until such a time as all fees, as agreed in the Terms of Engagement, are paid in full. Once full payment is received, copyright and intellectual property rights for all deliverables developed specifically for the client within the scope of the Terms of Engagement, shall pass to the Client.
  • At all times, MAT retains full copyright and intellectual property rights for all goods manufactured and sold by MAT, tools, resources and other items, whether digital or physical, utilized in the course of delivering the project but not pertaining to explicitly described deliverables.
  • MAT retains in perpetuity copyright and intellectual property rights to all products, systems, goods and other items described and sold as MAT products. This could include, but is not limited to, use of MAT ideation tools for workshops, access to a non-commissioned and non-subscription app for a consumer research project.
  • If the Client requires the incorporation of any material into the Work and supplies MAT with such material, the Client warrants that the proposed use or incorporation of such material will not infringe on any third party’s intellectual property rights, that the Client has received all necessary consents and licences for the proposed use and that the Client indemnifies MAT against all costs, claims, demands, expenses and liabilities of any nature arising from breach of such warranty.

7.   Sub-Contractors and Suppliers

  • MAT shall be entitled, in its absolute discretion, to appoint sub-contractors and suppliers to provide part or all of any Services.

8.   Client’s Obligations

  • The Client will ensure that its staff, contractors and other suppliers co-operate fully with MAT and cause no delay.
  • Whilst MAT employees or sub-contractors are working on the Client’s premises, the Client will ensure the health and safety of those people. The Client indemnifies MAT against all losses, damages and expenses incurred or suffered by MAT in connection with any and all claims made in respect of injury, death or loss suffered by those employees or sub-contractors as a result of working at the client’s premises.
  • Clients will not, either during the provision of the Services or thereafter for a period of one year, directly or indirectly, offer employment or assignments to any MAT employees or sub-contractors or solicit or procure their employment by any other company, organization or individual with which the Client is connected, without the express written consent of an authorized office of MAT.

9.   Confidentiality

  • During and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with provision of the Services and that is clearly designated ‘confidential’ or that is by its nature clearly confidential. Neither party shall use such information except in connection with the Services, nor divulge to any third party without the prior written permission of the other party.
  • The above shall not apply to any information disclosed by a party that is in, or comes into, the public domain (except as a result of breach of these terms), was already in possession of the disclosing party at the time of its receipt from the other party, is received by the disclosing party from a third party who was not under a legal obligation of confidentiality with respect to it, is required by law to be disclosed.
  • The Terms of Engagement shall be treated as confidential information for the purposes of this clause 9.

10. Data Protection and Privacy

  • MAT is committed to protecting and respecting Client’s and other users’ privacy and to acting in compliance with GDPR and any other applicable legislation. Please refer to our Privacy Policy to understand how we collect, use, store and otherwise process your personal data and other information.
  • The Client agrees to be bound by such Data Protection requirements in respect of MAT and other users’ privacy in relation to the Contract between MAT and the Client.

11. Term and Termination

  • The Contract will commence on the date that MAT receives the signed Terms of Engagement from the Client and shall continue in full force and effect until the services have been completed, subject to the earlier termination pursuant to clauses herein.
  • Either party may terminate provision of the Services immediately in writing to the breaching party if the breaching party is in irremediable breach of its obligation, or in the case of a remedial breach, the breach has not been remedied within 14 days of notification by the other party specifying the breach and requiring its remedy; or enters into voluntary or compulsory liquidation, enters administration or receivership, or ceases for any reason to carry on business, or takes or suffers any analogous action which in the opinion of MAT means that the Client may not be able to pay its debts.
  • MAT may terminate provision of the Services at any time if it has given the Client three months’ notice in writing; or the Client attempts to substantially alter the scope or definition of the Services without MAT’s prior written agreement.
  • On termination, MAT will be entitled to be paid all fees and expenses incurred or accrued and payable by the Client as at the date of termination or cancellation of the Services.
  • On termination, each party shall immediately return to the other party all property of the other party in its custody, possession or control.

12. Warranty and Liability

  • In the event of damage to tangible physical property, where it is established that such damage to property has arisen as a direct result of the negligence of MAT employees or sub-contractors while providing the Services, MAT’s liability shall be limited to a maximum of £1,000,000 per claim or series of related claims.
  • Nothing in these Terms shall exclude or limit MAT’s liability for death or personal injury caused by MAT’s negligence, nor for fraud on MAT’s part, nor for any liability that cannot be excluded by law.
  • MAT will also try to ensure that any description of the design or content of Services is an informative as possible, but it is for the Client and participants to take responsibility for deciding whether or not a project is suitable for their needs.
  • MAT’s liability (subject to other Clauses herein) arising under or as a result of the provision of the Services, whether in contract, tort, breach of statutory duty or otherwise is limited to the fees actually paid by the Client to MAT for such services.
  • MAT will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, nor for lost or wasted management time or employee time of the Client.
  • Any condition, representation or warranty that might otherwise be implied or incorporated within these Terms by reason of statute or common law or otherwise is hereby expressly excluded.

13. Client Cooperation and Excused Non-Performance

Client agrees to cooperate with our reasonable requests and instructions relating to delivery of Services. We shall not be in breach of these Terms for a y failure or delay in performance of any of our obligations in respect of the Services or under any Terms of Engagement, arising from or attributable to:

  1. Client’s unreasonable day or failure to cooperate with our reasonable instructions; or
  2. Force majeure, which shall include (but not be limited to) events that are unpredictable, unforeseeable, or irresistible, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.

If Client fails to cooperate in a timely manner with our reasonable instructions regarding performance of the Services, we may take reasonable actions to remediate or mitigate the effects of Client’s non-cooperation or delay, including (without limitation) rescheduling a programme date, cancelling an event or engagement, or restricting or denying eligibility to participate in a programme, event or engagement.

 

14. Waiver

No delay, neglect or forbearance by either party in enforcing any provision of the Terms of Engagement or these Terms shall be deemed to be a waiver or in any way prejudice any rights of that party.

 

15. Rights of Third Parties

Nothing in these Terms or the Terms of Engagement confers or purports to confer on any third party any right to enforce any of the Terms of Engagement or these Terms.

 

16. Governing Law and Jurisdiction

These Terms and the Terms of Engagement are governed by and construed in accordance with the laws of Georgia, USA.

 

17. Entire Agreement

  • These Terms together with the Terms of Engagement constitute the entire agreement between MAT and the Client in relation to the Services, and supercede all earlier communications. Each party acknowledges that it has not relied on any commitment, representation or warranty in entering into the Contract, other than those expressly set out in the Contract. No amendment or other variation to these Terms by the Client will be effective unless it is in writing, is dated and is signed by a duly authorized representative of MAT and the Client.
  • If there is any conflict between these Terms and the Terms of Engagement, or any in our catalogue or elsewhere, these Terms (as displayed on our website and where attributed in the Terms of Engagement) will prevail.
  • MAT reserves the right to change these Terms at any time without prior notice to you, so please check them regularly.

18. Notices

Any notice permitted or required under these Terms will be given in writing and shall be effectively served if delivered by hand or sent by first-class or airmail to MAT at its usual address and, in the case of the Client, to the last known or usual address. Any notice personally delivered shall be deemed to have been delivered three Business Days after posting in the case of inter-UK communications, or Five Business Days otherwise.

In cases where the Terms of Engagement specify nominated representatives of the parties, all notices shall be addressed to such representatives.

Further Information

If you wish to raise any query, please contact hello@matstudios.io .