The S&C Collective helps Creative and Digital Agencies conduct their day to day business, including engaging with clients, suppliers, freelancers and staff. Becoming a member means that you get free access to a wealth of information designed to make this process easier, including checklists, “do and don’ts” and practical guidance.  It’s also where you can buy best practice template contracts.

We provide affordable contract templates as a starting point for contract negotiation and discussion, and guidance on best practice around this contractual relationship with clients, freelancers, employees and suppliers. You need to adapt these contract templates to suit your business purpose with the support of the guidance provided. We do not guarantee that the templates are suitable for your business purpose, if you are unsure, or if you want to have legal support to adapt the templates for your business purpose please contact us for details of our Wraparound Services.

You are permitted to use these templates and guidance notes within your individual business only; not outside of your business or for any re-sale purposes.

By submitting your application to join the S&C Collective, you are agreeing to enter into an agreement with us for membership of the S&C Collective based on these Terms & Conditions. Please print a copy of these Terms & Conditions so that you can retain a copy of this agreement for your records.

If you do not accept these Terms & Conditions, you may not join the S&C Collective. If, you have any questions, please contact us at enquries@steerandco.com before submitting your application to join.

We make available a comprehensive toolkit of standardised template contracts, documents and guidance, designed exclusively for use by Creative and Digital Agencies.

You will be able to use these for your own internal business use, as a basis for, and to help you negotiate, legal agreements you wish to put in place with third parties.

Although the template contracts, documents and guidance we make available are focused at Creative and Digital Agencies, they are generic and so you are responsible for adapting and modifying them to suit your particular needs. They do not replace the need to obtain legal advice to suit your requirements, based on your circumstances.

You will be representing yourself in any legal transaction you negotiate using the template contracts, documents and guidance made available via the S&C Collective.  If you need any support in such negotiations or completion of the template contracts, please contact us for details of our Wraparound Services.

To be clear, we don’t, as part of your membership of the S&C Collective:

• discuss your requirements with you to assess whether the document you have selected is suitable for your needs;
• provide any legal advice to you to help you complete these documents to adapt them to your individual needs; or
• help you negotiate with any third parties;

that’s how we keep the prices for these documents low and affordable.

If you want legal services or legal advice in connection with the template contracts, documents and guidance you have downloaded, including checking whether they are suitable for your needs, how to amend them to suit your circumstances or support negotiating with third parties, then please make use of our Wraparound Services, which are made available based on a separate off-line agreement. Please contact us at enquries@steerandco.com or call us on 0117 230 9700 during office hours and ask to speak to someone in the S&C Collective Team, if you would like to explore these services further. We apply a discount for S&C Collective members.

First, you apply to join the S&C Collective. This is open to Creative or Digital Agencies only. It’s entirely within our discretion to accept or reject your application. If accepted, we will set up an account within the S&C Collective for you.

The S&C Collective is not suitable for consumers or businesses that do not run a Creative and/or Digital Agency.

By submitting your application to join the S&C Collective, you acknowledge that it is your responsibility to provide accurate, complete and up to date registration details. If you change any of your registration details, you must update them by emailing us at enquiries@steerandco.com

By opening an account, you confirm that:

• you are authorised by your business to open an account in its name and understand that by opening this account, your business is entering a contract with us;
• you will treat your password as confidential. You will be held responsible for any activity on your account, so if you have concerns about use of your password, tell us straight away by contacting us at enquiries@steerandco.com;
• we may (but are not obliged to) use and post, on an anonymous basis, to all members of the S&C Collective, any tips or feedback that you send to us about use of the S&C Collective, template contracts, documents and/or guidance. We will not be obliged to pay you for, or credit you with such feedback;
• if we request evidence of your identity at any point during your membership (to verify your identity for the purposes of complying with any regulatory requirements), you will provide us with such evidence that is satisfactory to us. If you fail to do this, you acknowledge we will be entitled to terminate your membership with immediate effect.

You acknowledge that it is your responsibility:

• before you purchase any of the template contracts, documents and guidance available on the S&C Collective, to read the notes that accompany them to assess which, if any, is appropriate for your circumstances;
• if you purchase any of the template contracts, to complete them in line with the drafting notes included; and
• if you have any concerns about the suitability of a template contract, document or guidance, or any amendments to be made to a template contract, to obtain legal advice. You can obtain legal advice by using our Wraparound Services, which are made available based on a separate off-line agreement with us. Please contact us at enquries@steerandco.com or call us on 0117 230 9700 during office hours and ask to speak to someone in the S&C Collective Team, if you would like to explore these services further.

You promise to compensate us for any losses we, our agents or suppliers incur (including reasonable legal fees) that arise out of:

• any breach of these Terms & Conditions by you;
• any other loss we may incur that arises out of your use of the template contracts, documents or guidance notes we provide; or
• the use of the S&C Collective by any other person accessing it through your account.

We can terminate your account (and your legal agreement with us for membership of the S&C Collective) at any time if you are in material breach of any of these Terms & Conditions by giving you written notice.

Either of us can terminate our legal agreement for membership of the S&C Collective on written notice to the other, by giving one month’s prior written notice.

On any such termination:

• all licenses to use the template contracts, documents and guidance notes will immediately terminate;
• subject to the exceptions set out in this sub-paragraph, you will delete the template contracts, documents and guidance from your electronic media and electronic storage devices so that you no longer have an electronically functional copy of such content. However, you are not required to delete from your electronic media any contracts that before termination were produced from the template contracts relating to any transaction which you have or are negotiating (and which you require to complete the transaction and to keep records of it); and
• termination will not affect or prejudice either of our rights that have accrued as at the date of termination, or the continuation after termination of any provision of these Terms & Conditions, which implicitly should survive termination.

We are authorised to provide advice on English law and the template contracts, documents and guidance we make available via the S&C Collective are compliant with English law as at the date they are made available to you.

We are not obliged to advise you of any update in English or EU law that comes into effect, after you have already downloaded a template contract, document or guidance.

We may change these Terms & Conditions by posting revised Terms & Conditions on the S&C Collective and/or by sending an e-mail to the last e-mail address you gave us. Unless otherwise stated in any communications we send to you about the change, such change will become effective immediately after it has been posted online or the e-mail sent. You should check regularly to see if there are any changes. You will be considered to have accepted any change, if you continue to use the S&C Collective, after the change has been made.

We may also change the functionality or features of the S&C Collective, as well as any template contracts, documents or guidance we make available through it, including the file formats of any such content. We won’t be responsible to you for any losses, if we make any such changes.

To be eligible to buy template contracts from us you must:

• be a member of the S&C Collective;
• be a Creative or Digital agency operating in England; and
• possess a valid credit or debit card issued by a bank acceptable to us.

We describe each of our template contracts in the S&C Collective and each of them is sold subject to that description.

Our template contracts are available for purchase in Microsoft Word, or in some cases PDF or XML formats.

There is no right to cancel your purchase, once we have accepted your order and entered a contract for that purchase, so it is important that you double-check which template contract suits your needs, before you place an order with us.

When you buy a template contract from us, what you are buying is the right to use it in the way we explain below.

You may:

• download that template contract and any associated documents or guidance notes onto a device; and
• use that template contract for your business only.

The “business” is the named business which was stated in your membership application.  If you have more than one business which would benefit from the use of the template, contract and associated documents and guidance notes please contact us to discuss a discount.

You will not, and will not permit others to:

• copy, use, loan, share or otherwise reproduce all or any part of a template contract, document or guidance note, except as permitted under these Terms & Conditions or authorised by us in writing;
• use the template contract, document or guidance note for re-sale;
• translate, modify, adapt or create any derivative works of the template contract, documents or guidance (other than the legal agreements that you are putting in place with third parties by using the template contracts);
• sub-license, distribute, publish or make available all or any part of the template contracts, documents or guidance notes, to anyone outside of your business;
• remove or in any way amend or tamper with any copyright or trade-mark notice or other identifier contained in the template contracts, documents and guidance notes;
• take any other action that may infringe any of our rights in the template contracts, documents or guidance notes; or
• post the template contracts, documents or guidance notes to any intranet within your business or other central repository of documents that is open to anyone other than your employees.

Please be aware that if you use any of the template contracts, documents or guidance notes in a way other than is specifically permitted under these Terms & Conditions, you may be infringing our copyright or other rights and therefore may be exposed to civil and/or criminal legal action.

Each time we accept an order that you place for a template contract, a separate legal agreement is made between us. The following steps must take place before a legal agreement is made between us:

• you select the template contract or guidance note that you wish to purchase and add it to your basket. Once you have completed shopping, you view your basket and click on ‘Proceed to Checkout’;
• once in Checkout, if you are satisfied with your order, you click on ‘Make Payment’. You are then taken to our third-party payment provider’s site, where you are invited to submit your payment details and make full payment for the amount stated in your order;
• if we accept your order we will make the template contract available for you to download, unless we have notified you that we do not accept your order (see Refusal of order section). At this stage, a legal agreement is made between us.

If your payment is declined for any reason or we decline your order because we cannot obtain authorisation of your payment details for any reason, then we may invite you to pay by another method.   We will contact you in this instance.

Membership to the S&C Collective is free.

If you choose to buy a template contract, you’ll find the price on the S&C Collective store.

The S&C Collective contains several template contracts.  It is always possible that, despite our best efforts, one or more of these may be incorrectly priced.  If that is the case, then:

• where the correct price is less than the price stated on the S&C Collective at the time you place your order, we will charge the lower amount when making the download link available to you; and
• where the correct price is higher than the price stated on the S&C Collective at the time you place your order, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to buy at the correct (higher) price or cancelling your order. We will not process your order until we have your instructions.  If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and let you know.

We currently accept various forms of payment including credit, debit card and PayPal. Please see the payment page in the checkout process for details of the cards and methods that we currently accept.  When you place an order, you confirm that you have authority to place the order on behalf of your business.

Payment for a template contract is taken once your method of payment has been authorised and before you are given access to the document you have purchased.

In the unlikely event  you receive a corrupted copy, incorrect file format or incomplete copy of your template contract, then please contact us at enquiries@steerandco.com. You will need to quote your order number and the details of the template contract(s) ordered together with the problems you are experiencing.  Because these are downloadable templates, we do not refund or replace templates, where you have purchased the wrong template for your purpose.  Please see What we don’t do.

We do not limit our liability for death or personal injury caused by our negligence or as otherwise restricted by law.

Subject to the above paragraph, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or about any agreement with you for the purchase of template contracts, document or guidance or use of the S&C Collective for:

• any loss of profits, sales, business or revenue, whether direct or indirect;
• loss of business opportunity;
• loss of anticipated savings;
• loss of goodwill; or
• any indirect, consequential loss, special or exemplary damages.

Except as expressly stated in these Terms & Conditions, we do not give any representations, warranties or undertakings in relation to any template contract, document or guidance made available via the S&C Collective.  Any representation, condition or warranty which might be implied or incorporated into these Terms & Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law.  In particular, we will not be responsible for ensuring that the template contracts, documents or guidance are suitable for your purposes.

The S&C Collective itself and all the guidance, documents and other information made available via the S&C Collective at no charge, are provided on an “as is” and “as available” basis.  To the fullest extent permissible under applicable law, we disclaim all promises, warranties, conditions, or representations relating to the S&C Collective and its content (excluding the template contracts and documents available for purchase), whether express, implied, oral or written.  In particular:

• we do not make any promises as to the truth, accuracy, integrity, quality or completeness of those documents and you should not rely on them being up to date, accurate, truthful or complete;
• that the contracts and/or guidance is suitable for your business purpose; and
• by using the S&C Collective you acknowledge and accept the inherent risks, characteristics and limitations of the internet, particularly in terms of technical performance of the underlying site, and the risks inherent in all third-party links, connections and transfers via the internet.

You agree that your access and use of the S&C Collective and its content is at your own risk.  We do not have any knowledge of, or control over, the purposes for which the template contracts, documents and guidance available on the S&C Collective are used. You acknowledge too, that any document purchased may, in the future, need to be amended in response to changes in the law or commercial practice. We are not responsible for advising you of any such changes or amendments.

We make no promises in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horse, cancelbot, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer’s functionality or operation including transmission arising from your download of any template contracts, documents, guidance or software you use to download that content, the underlying site or the servers that make it available.  In this respect, you agree that it is your responsibility to install suitable anti-virus and security software on your computer hardware and other devices to protect against any such bugs, viruses or other such harmful programming routines. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any content from the S&C Collective.

You agree that any claim arising out of or connected to your instructions will be brought only against Steer & Co and not against any of our shareholders, directors, employees or consultants even if they have been negligent.

Subject to the above paragraphs, if we are found to be liable, our total liability in respect of all claims made against us in connection with these Terms & Conditions, the S&C Collective and the documents made available via it, is as follows:

• any claims relating to any legal agreement between you and us for the purchase or use of purchased documents made available via the S&C Collective or any legal services about such purchase, our maximum liability to you, irrespective of the type of your claim will be limited to £3 million. This shall be the limit for any claim or series of claims arising from the same act or omission or from a series of related acts or omissions in connection with the same;
• in relation to any other claims about the S&C Collective, our liability will be limited to £50.

Professional Indemnity Insurance

We have professional indemnity insurance, to cover any claim brought by you in the unlikely event that we breach our duty of care to you. Our current provider is:

Axis Speciality Europe SE, London

Policy number: B080124429P15

Sum Insured: £3,000,000 per claim or series of related claims. 

Our content

Our template contracts, documents and guidance are owned by us or our licensors and are protected by UK and international intellectual property laws. We make these available for your use as described in What are you actually buying?

All other content on the S&C Collective (‘General Content’) is also owned by us or our licensors and protected by UK and international intellectual property laws. You may view the General Content and the S&C Collective pages online and may, where necessary, print individual pages on paper and store such pages in electronic form on your computer for your use in connection with use of the template contracts, documents and guidance and your general know-how, provided you keep intact all and any copyright and proprietary notices.  You may not otherwise reproduce, modify, copy or distribute or use any of the General Content on the S&C Collective, other than as expressly permitted under these Terms without our prior written consent.

The trademarks appearing on the S&C Collective are also owned by us or our licensors.  No permission is given in respect of the use of any of these marks or brands, and any use of them may constitute an infringement of the owner’s rights.

Third Party Software or applications

You might need to download and activate certain software or applications in order to use certain content, contracts and guidance made available on the S&C Collective. We will identify where that is the case.

Where that happens, you will have to explicitly accept the terms of a licence agreement with that third party. You accept that we have no responsibility or control over such third-party software.

Limitations and disclaimers

Occasionally we are unable to perform our obligations because of circumstances beyond our reasonable control. That might be because of fire, flood and other acts of God, strikes, trade disputes, lock outs, restrictions of imports or exports, riot, utility failure, accident or acts of terrorism or war. Where that happens, our inability or delay in performing our obligations will not be a breach of contract.

For other limitation, disclaimers and exclusions of our liability to you, please see  Our Liability to You .

Customer Complaints

If you have any complaints, please contact us at enquiries@steerandco.com to obtain a copy of our complaints procedure. If we have not resolved your complaint in eight weeks from notification you may complain to the Legal Ombudsman.

The Legal Ombudsman can be contacted at PO Box 6806, Wolverhampton WV1 9WJ.

Email address: enquiries@legalombudsman.org.uk
Website: www.legalombudsman.org.uk

Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint or within six years of the act or omission about which you are complaining occurring (or if outside of this period, within three years of when you should reasonably have been aware of it).

The Legal Ombudsman Scheme does not apply to the following:

• most businesses (unless they are defined as micro enterprises);
• charities or clubs with an annual income of more than £1m; or
• trustees of trust with asset value of more than £1m.

If you are unable to have your complaint addressed by the Legal Ombudsman Scheme or in any event, if your complaint just relates to an invoice you can apply for an assessment of an invoice under Part III of the Solicitors Act 1974.

Severability

If any part of these Terms & Conditions is found to be unenforceable, all other parts of these Terms & Conditions will not be affected and will remain in force.

Entire agreement

These Terms & Conditions govern our relationship with you and represent our entire agreement with you.

Assignment

You may not assign, sub-license or otherwise transfer any of your rights under these Terms & Conditions.

Waiver

If we delay in taking any steps under our agreement with you, against you, this doesn’t prevent us taking steps against you at a later date.

No Third-Party Rights

All agreements between us based on these Terms & Conditions are just between you and us. No one else can enforce any of them on your behalf, and you can only transfer any agreement between us, with our prior written consent. We can transfer our rights under any such agreements to another company providing this does not adversely affect your rights under any such agreements with you.

Governing law & Jurisdiction

These Terms & Conditions are governed by English law.

If any dispute arises between us, the dispute will be subject to the exclusive jurisdiction of the English Courts.

Contact

The S&C Collective is owned and operated by Steer & Co Limited, trading as Steer & Co. We are a company registered in England. Our registered office address is St Brandon House, 29 Great George Street, Bristol BS1 5QT. A list of directors is available on request

Our registered company number is 07779922.

We are authorised and regulated by the Solicitors Regulation Authority under number 569462 to act as solicitors in England and Wales. Our VAT No is 810741657.