top of page

Terms and Conditions 

Terms and Conditions 

 

The following Terms and Conditions relate to WeAreHydrogen Limited (company number SC542348) (“Hydrogen” or the “Supplier”) and govern its relationship with clients (together, the “Clients” and each a “Client”). The service provided to each Client (the “Services”) and the end product supplied by Hydrogen (the “Deliverables”) shall be governed by these Terms and Conditions and an accompanying Statement of Work (together, the “Agreement”). Where there is a conflict between these Terms and Conditions and a Statement of Work, the terms of the Statement of Work shall prevail. 

 

  1. Quotes and Prices 

  1. All quotes and estimates are valid for thirty (30) days from the date of submission in writing to the Client. 

 

  1. Each Statement of Work will contain a quote for the Services, which will be based on information provided by the Client to Hydrogen, including but not limited to information on scope, purpose, structure, and functionality (the “Quote”). 

 

  1. The Quote shall be subject to a contingency allowance of 10% which is to account for unforeseen additional costs related to the Services being provided. Hydrogen will provide written notice to the Client if at any time during the term of the Agreement the Quote is expected to increase by more than 10%.  

 

  1. In its sole discretion, Hydrogen may require payment in advance of at least 50% of the Quote prior to instigating the Services (particularly but not limited to the following situations – new customers, customers with a poor payment history, and/or large, lengthy or complex projects). Where such pre-payment is required, the balance shall be due upon completion of the Deliverables, unless otherwise agreed in the Statement of Work. 

 

  1. The Client will reimburse Hydrogen for all out-of-pocket expenses incurred in connection with the Services, including but not limited to any reasonable travel and accommodation expenses (the “Expenses”). Any single Expense incurred by Hydrogen above £500 requires the Client’s prior written approval and all Expenses will be invoiced to the Client monthly. 

 

  1. If the contract or hourly price has not been fixed for the term within the Statement of Work, Hydrogen’s hourly rate of £120 + VAT will apply. For projects of more than six (6) months, the Supplier’s hourly rate will be increased (but not decreased) on each 1 January in line with the figure issued the preceding December by the Office for National Statistics (or any successor body) for the “percentage change over 12 months” in the “all items” index of the Retail Prices Index, or by 2% whichever is the greater. 

 

  1. Any stated timescale within a Statement of Work is reliant upon the Client providing Hydrogen with all the required information, images, and content within the time set out at project initiation.  

 

  1. For projects of more than six (6) months, where the contract price or hourly price is set out in the relevant Statement of Work, this price will be increased (but not decreased) on each 1 January during the term in line with the figure issued the preceding December by the Office for National Statistics (or any successor body) for the “percentage change over 12 months” in the “all items” index of the Retail Prices Index, or by 2% whichever is the greater. 

 

  1. All work completed after project inception will be billed as it is completed as work in progress, and it will be shown on the applicable invoice as the Charges. Unless otherwise agreed, Expenses, photography, filming, stock images, delivery, and VAT will be charged extra and in addition to the Charges, and these items will not be factored into the Quote. Once Hydrogen has deemed a project to be complete, any amendments will be charged at Hydrogen’s standard rate of £120 + VAT per hour.  

 

  1. Change Order 

  1. Subject to clause 2.3, either party may propose changes to the scope of the Services and Deliverables being provided as set out in the relevant Statement of Work via a Change Order Form (each a “Change Order Request”).  

 

  1. A Change Order Form shall be a document setting out the proposed changes to the terms of a Statement of Work and the effect that those changes will have on (i) the Services (ii) the Deliverables (iii) the Quote (iv) the timetable for the Services and Deliverables and (v) any other relevant terms. 

 

  1. A Change Order Request must meet the following conditions: (i) the Quote may be increased via the changes proposed (but never decreased) and (ii) the proposed changes to the Services and Deliverables must result in an increase to the Quote of at least a 25% (any smaller changes can be agreed separately by the parties in writing). 

 

  1. If Hydrogen wishes to make a change to the Services or Deliverables it shall provide a draft Change Order Form to the Client. 

 

  1. If the Client wishes to change the Services or Deliverables, it shall notify Hydrogen and provide as much detail as Hydrogen reasonably requires of the proposed changes and Hydrogen shall, as soon as reasonably practicable after receiving the required information, provide a draft Change Order Form to the Client for approval. 

 

  1. If the parties agree to a Change Order Form, they shall sign it and that Change Order Form shall become part of the Agreement and amend the Services accordingly. 

 

  1. If the parties cannot agree to a Change Order Form, the parties shall negotiate in good faith any reasonable adjustments to the Change Order Form. Hydrogen shall continue to perform the Services pursuant to the original Statement of Work until such time as the relevant Change Order Form has been accepted by both parties in writing.  

 

  1. If, after negotiating in good faith for a period of one (1) month from receipt of the Client’s notice in accordance with clause 2.5  or from receipt of Hydrogen’s draft Change Order Form in accordance with clause 2.4, the parties are still unable to agree the terms of the Change Order Form, the Services will continue on the same terms that were in force immediately before receipt of the draft Change Order Form from Hydrogen or the supply of notice by the Client.  

 

  1. Methods, Content Supplied, and Releases 

  1. The Supplier reserves the right to subcontract the fulfilment of the Services or any part thereof (unless otherwise stipulated in the Statement of Work).  

 

  1. Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied in the format specified in the applicable Statement of Work or specified elsewhere in writing by Hydrogen. Images sourced from external image libraries may incur additional licence and royalty charges payable by the Client. 

 

  1. Should the Client supply text, artwork, or images, Hydrogen is not obliged to edit, check, or guarantee the correctness thereof in any way whatsoever. Hydrogen does not warrant the accuracy of such information provided by the Client.  

 

  1. The Client acknowledges that all information, images, and other content within the Deliverables has either been supplied by the Client or approved by the Client. Hydrogen disclaims any liability for inaccurate, misleading, defamatory, offensive, infringing, or unlawful content that is created under the Agreement, forms part of the Services or is contained within the Deliverables. The Deliverables shall be used at the entire risk of the Client.  

 

  1. Hydrogen gives no warranty that the supply of the Services shall be uninterrupted or as to the accuracy of information created, supplied, or deployed in connection with the Services. 

 

  1. The Client must satisfy itself that all releases as may be required for the use of any images, text, or other content that it supplies to Hydrogen in connection with the Services have been secured and are appropriate for their intended use and jurisdiction of use. The Client is solely responsible for obtaining all such releases and localizations and will be solely liable in the event that a suitable release is not obtained. 

 

  1. Failure or refusal by the Client to secure the relevant releases for use of any content it supplies under this Agreement is considered a material breach of this Agreement and a breach of intellectual property rights, for which the Client will be solely liable and for which the Client will indemnify and hold harmless the Supplier. This indemnification is in addition to, not in lieu of, the other indemnification obligations set forth in these Terms and Conditions and will survive the expiration or earlier termination of this Agreement. 

 

  1. Hydrogen will not clear and comply the Deliverables or any part thereof for any specific use by the Client or the Client’s licensees and it is Client’s responsibility to ensure that the Deliverables comply with all laws, regulations, standards or rules applicable to use by the Client (or its licensees) in the industry in which the Deliverables are to be used. 

 

  1. Liability and Indemnity 

  1. Hydrogen grants no indemnity nor makes any other warranty, express or implied, including, without limitation, any implied warranties with regards to the Deliverables of merchantability, accuracy, or fitness for a particular purpose.  

 

  1. Hydrogen will not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or any loss of profit or loss of revenue, loss of or damage to goodwill, loss of contracts, loss of customers or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Hydrogen, its agents or otherwise) which arises out of or in connection with this Agreement, even if Hydrogen has been advised of the possibility of such loss. 

 

  1. Each provision of clauses 4.1 and 4.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and will remain in force notwithstanding the termination or expiry of this Agreement. 

 

  1. No term of this Agreement will preclude any liability or claim (i) for death or bodily injury (ii) for fraud (iii) arising from willful default or gross negligence on the part of the Supplier or any of its employees, agents or otherwise or (iv) which cannot be excluded or limited by law. Subject to the foregoing, Hydrogen’s maximum liability arising out of or in connection with this Agreement (whether such liability arises due to breach of contract, negligence or for any other reason) will be limited to five (5) times the total Charges paid by the Client during the twelve (12) month period immediately prior to the notification to Hydrogen by the Client of an intention to make a claim under this Agreement. 

 

  1. The Client will indemnify, keep indemnified and hold harmless the Supplier, its subsidiaries, successors, assigns, and all employees and agents thereof against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable attorney's fees, arising out of (i) any libelous matter or any infringement of copyright, patent design, or any other proprietary or personal rights contained in any material supplied by the Client (ii) any third party claim in relation to the Client’s failure to secure any necessary releases with respect to content supplied to the Supplier (iii) any regulatory matter or any infringement of regulations that apply to the Client resulting from the provision of the Services or the use of the Deliverables (iv) any claims based upon or relating to the Supplier’s work for the Client or any claim brought against the Supplier by a third party resulting from the provision of the Services and (iv) any breach by the Client of any of its obligations under this Agreement. The terms of this clause will survive the expiration or earlier termination of this Agreement. 

 

  1. The Supplier warrants that the Services will be provided using reasonable care and skill. Where the Supplier uses any goods supplied by a third party in performance of the Services, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but it shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of those goods to Hydrogen. 

 

  1. Intellectual Property and Work Product Ownership 

  1. All content, concepts, and materials created or developed by Hydrogen in connection with any proposals and/or pitches for potential clients (“Pitch Materials”) shall remain the property of Hydrogen. For the avoidance of doubt, the use of such Pitch Materials by potential and actual customers constitutes an infringement of Hydrogen’s intellectual property and is prohibited. The rights to use Pitch Materials (or any part thereof) may be purchased by potential or actual customers for a fee to be agreed between the parties.  

 

  1. All final, completed deliverables (known as the end product or “Deliverables”) shall be the Client’s property, subject to clause 5.3 and any third-party intellectual property rights.  

 

  1. All proprietary interests in the Deliverables remain with Hydrogen until the settlement of all outstanding Charges, Expenses, and other costs properly incurred. 

 

  1. All concepts, visual media, raw footage, or other content developed or created by Hydrogen under the Agreement which do not form part of the final Deliverables (collectively, the “Materials”) shall remain Hydrogen’s property. Once Hydrogen has deemed a project to be complete, it will retain the relevant Materials internally for three (3) months only, after which time it may delete all such Materials. The Client may ask Hydrogen to retain the Materials on file after the three (3) month period for a storage fee to be agreed between the parties. The Client may also purchase the Materials or any part thereof for a fee to be agreed between the parties. To purchase all such Materials for a given project, Hydrogen will charge the Client 20% of the overall Quote. 

 

  1. Hydrogen shall retain all of its rights, title, and interests in and to (including, without limitation, the unlimited right to use) (i) all materials owned by or licensed to Hydrogen prior to, or independent from, the performance of the Services and (ii) all generic or proprietary information, and all ideas, methodologies, software, applications, processes or procedures used, created or developed by Hydrogen in the general conduct of its business. 

 

  1. The Client’s property and property supplied to Hydrogen on behalf of the Client, while it is in Hydrogen’s possession or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed within the Statement of Work and, in any event, the Client should always procure adequate insurance to cover the relevant property. 

 

  1. Hydrogen may charge rent for the storage of goods retained at Client’s request, or items left with Hydrogen before signing of a Statement of the Work or after notification to the Client of completion of the Services. 

 

  1. If and when Hydrogen is required to expedite delivery of the Deliverables (ahead of the deadline specified in the Statement of Work) the Supplier shall not be liable for any defects occasioned thereby. Should such expedited delivery require the payment of overtime wages or other additional costs, all such costs will be payable by the Client.  

 

  1. Hydrogen shall not be required to use, print, upload or hold any material which in its opinion is or may be defamatory, unlawful, or constitute an infringement of the proprietary or other rights of any third party. 

 

  1. Invoices and Payment  

  1. Payment of any Charges set out in the Statement of Work must be made no more than thirty (30) days after the date of the applicable invoice unless otherwise agreed in writing by the parties. 

 

  1. Without prejudice to any other rights and remedies which Hydrogen may have, if payment of the Charges, Expenses or any other costs due is not received by Hydrogen on the due date (which will be thirty (30) days from the date of the applicable invoice), Hydrogen may withhold its provision of the Services and/or the Deliverables, and charge interest on any overdue amount from the due date until payment is received at a rate to be determined by Hydrogen not exceeding 4% above Lloyds TSB Bank plc base rate for the time being (such interest to be calculated on a daily basis). The Client shall pay the interest together with the overdue amount.  

 

  1. All invoices are subject to UK VAT at the current rate unless a valid exemption certificate is provided. All payments must be in UK Pounds Sterling. 

 

  1. If Hydrogen incurs any costs as a result of the Client’s neglect or default, Hydrogen may charge those costs to the Client in addition to the Charges, Expenses, and any other costs properly incurred.   

 

  1. The Client shall pay in full for any preliminary work, designs, or concepts which are created at their request, whether or not such work is ultimately used by the Client.  

 

  1. If the Client’s payment is returned by its bank as unpaid for any reason, the Client will be liable for a charge of at least £100 for each such occurrence. 

 

  1. If the Client has instructed Hydrogen on a retainer model basis, the scope and value of Services that Hydrogen will provide per month (the “Reserved Capacity”) shall be specified in the Statement of Work. Unless otherwise agreed in writing, if the Client does not utilise all or part of its Reserved Capacity during each quarter, the Client acknowledges that it will lose the right to the corresponding Services and the unused Reserved Capacity will not roll over to the following quarter.  

 

  1. Proofing 

  1. Proofs, samples, sketches, photographs, links, or any representation, whether partial or total, of the Deliverables (in whatever form) may be submitted to the Client for approval. 

 

  1. After such approval, the Client shall have no claim against Hydrogen for errors in the exemplar as approved by them. 

 

  1. Term and Termination  

  1. The term of the Agreement shall commence on the date specified in the Statement of Work and, unless otherwise terminated earlier in accordance with this clause 8, shall conclude with the completion of the Services, when this Agreement shall automatically terminate. 

 

  1. For projects of more than six (6) months, a notice period of three (3) months shall apply for termination by either party (such notice to be given in writing).  

 

  1. This Agreement may be terminated immediately by either party giving notice to the other if (i) the other commits a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy (ii) the other ceases or threatens to cease to carry on trading or (iii) the other becomes insolvent or bankrupt or suffers any insolvency or bankruptcy related event in any applicable jurisdiction. 

 

  1. Termination of this Agreement will be without prejudice to any rights or liabilities of either party that have accrued prior to such termination. 

 

  1. If Hydrogen terminates the Agreement pursuant to clause 8.3, all outstanding Charges, Expenses and other costs properly incurred shall be immediately payable on demand.  

 

  1. Data Privacy  

  1. Hydrogen will collect and process personal information either submitted by the Client or collected by Hydrogen to enable it to perform its contractual obligations and to provide the Services.  

 

  1. Hydrogen will at all times adhere to applicable data protection laws and will process the personal information of the Client and its employees in accordance with its Privacy Policy which can be found at the following URL: https://www.wearehydrogen.com/privacy  

 

  1. Force Majeure 

  1. Hydrogen shall have  no liability if it is unable to carry out the Services (or any part thereof) for any reason beyond its control including (but not limited to) an Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Agreement.  

 

  1. During the continuance of such a contingency described in clause 10.1, the Client may by written notice to Hydrogen elect “to terminate the Agreement and pay for all work done, all costs properly incurred, and all materials used”, but subject thereto shall otherwise accept delivery of the Services and Deliverables as and when this becomes reasonably practicable for Hydrogen.  

 

  1. Marketing and Information Supplied by the Client  

  1. The Client warrants that the name, address and payment information provided in the Statement of Work is correct and the Client shall notify Hydrogen of any relevant changes to the information supplied as soon as practicable.   

 

  1. The Client gives consent for Hydrogen to publicly reference the Client in its marketing materials, case studies, award entries, and press releases related to the Services undertaken. The Client retains the right to withdraw this consent by providing written notice of the same to Hydrogen.  

 

  1. The Client warrants that it possesses the legal right and ability to enter into this Agreement and to use the Deliverables in accordance with this Agreement. 

 

  1. General Terms 

  1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes or claims) will be governed by and construed with the laws of England and Wales. The parties irrevocably agree and acknowledge that the courts of England have non-exclusive jurisdiction for the purpose of hearing and determining any suit, action or proceedings. 

 

  1. All Quotes, briefs and other Client/Supplier documents are commercially confidential and may not be disclosed to third parties without prior written agreement. 

 

  1. These Terms and Conditions and the relevant Statement of Work, together with any documents expressly referred to in them, contain the entire Agreement between Hydrogen and the Client relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, proposals or contemporaneous communications, written or oral, between Hydrogen and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of the Agreement. In agreeing to these Terms and Conditions, the Client confirms that they have not relied on any representation other than those expressly stated therein and the Client agrees that they shall have no remedy in respect of any misrepresentation which has not been expressly made in the Agreement. 

 

  1. Any notice to be given by either party to the other may be sent by either email or post to the address of the other party as appearing in the applicable Statement of Work or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall, unless the contrary is proved, be deemed to be received on the day it was sent, or if sent by post shall be deemed to be served two (2) days following the date of posting. 

 

  1. Headings, numbering, and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement. 

 

  1. The Client acknowledges that no joint venture, partnership, employment, or agency relationship exists between the Client and Hydrogen as a result of its use of the Services. The Client agrees not to hold itself out as a representative, agent, or employee of Hydrogen. The Client agrees that Hydrogen will not be liable by reason of any representation, act, or omission to act by the Client. 

 

  1. Hydrogen reserves the right to revise, alter, modify or amend these Terms and Conditions at any time and in any manner, and will provide written notice of the same to the Client as soon as reasonably practicable. Notice of any revision, amendment, or modification will be posted to the Client in accordance with these Terms and Conditions. 

 

  1. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will not be deemed to be prejudiced.  

 

  1. The Client shall not assign this Agreement or any benefits or interests arising under this Agreement without the Supplier’s prior written permission.  

ContactIamge.png

Let’s talk social.

Once you fill out the form, one of our team will be in touch to chat about what you’re looking for and how we can help you.

Thanks! We'll be in touch shortly.

  • LinkedIn
  • TikTok
  • Instagram
bottom of page