YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 16 (LIMITATION OF LIABILITY).
1. ABOUT US
1.1. Company details. Copper Productions Ltd (company number 10147388) (we and us) is a company registered in England and Wales and our registered office is at 43 Gossamer Gardens, London, E2 9FN. Our main trading address is 20-22 Wenlock Road, London, N1 7GU. Our VAT number is 245000457. We operate the website www.copperproductions.co.uk
1.2. Contacting us. To contact us telephone our customer service team at +44 (0) 7960 780 178 or e-mail firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in Clause 21.
1.3. Professional indemnity insurance. We maintain professional liability insurance. Extended or project specific insurance cover can be arranged if required upon request, provided it is agreed and confirmed in the Order Confirmation.
2. OUR CONTRACT WITH YOU
2.1. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Language. These Terms and the Contract are made only in the English language.
2.3. Copy. You should print a copy of these Terms or save them for future reference. If misplaced, you can request for a copy of these Terms by emailing us in accordance to Clause 1.2.
2.4. Customer. Is a business, organisation or person and their employees, representatives and other appointed persons who engages us to carry out the Services (you and your).
2.5. Other Terms. No terms or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that we otherwise agree in writing.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1. Enquiries. If you wish to discuss your requirements with us please either email us or call us. In some instances, we may need to make an appointment to meet you so that we can discuss your requirements in more detail. This appointment is non-chargeable and does not invite obligations either from you to us or from us to you unless expressly agreed by us and you otherwise.
3.2. Quotation. Quotation will be dependent on your requirements, length of the project/production as well as time spent on pre-production and post-production matters. Unless otherwise expressly stated, the Quote is valid for a period of 28 days from its date of issue. The Quote may be withdrawn by us at any point before our acceptance of your order as prescribed in Clause 3.5. Quotation will be given in writing by e-mail and is not valid if given otherwise. Any quotation given by us shall not constitute an offer and is an invitation to treat only.
3.3. Placing your order. If you wish to place an order with us, please email your order with specifications (Order) to email@example.com. Each Order is an offer by you to buy the services specified in the Order (Services) subject to these Terms and constitutes your acceptance of these Terms.
3.4. Acknowledging receipt of your order. After you place your Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in Clause 3.5.
3.5. Accepting your order. Our acceptance of your Order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date the Contract between you and us will come into existence (Commencement Date). The Contract will relate only to those Services confirmed in the Order Confirmation.
3.6. Non-Acceptance. If we are unable to supply you with the Services for any reason, we will inform you of this by email. We will not process your Order and you will not be charged for the Services you wished to book. If you have already paid for those Services, we will refund you the full amount.
4. CANCELLING YOUR ORDER
4.1. Withdrawing Order. An Order may be withdrawn by you at any time before Order Confirmation.
4.2. Amending Order before Contract. An Order may be amended by you at any time before Order Confirmation. Any amendment request under those circumstances will be treated as withdrawal of your original offer. We may need to issue a new Quote to reflect the amendments. Our new Quote will constitute an invitation to treat and your new Order based on the new Quote will be treated as an offer made by you to us and capable of our acceptance. We can then accept your offer in accordance to Clause 3.5 or decline your offer in accordance to Clause 3.6.
4.3. Amending Order during Contract. If you wish to make amendments to the Order after we have issued an Order Confirmation, we may need to issue an additional or new Quote to reflect the amendment request. Our Quote does not release us or you from the obligations of the existing Contract and is an invitation to treat for a variation of the contract only. Your new Order request for amendment will be treated as an offer to vary the contract by you to us and capable of our acceptance. We can then accept your new offer in accordance to Clause 3.5 or decline your new offer in accordance to Clause 3.6 but subject to Clause 24.3.
4.4. Cancellation. You may cancel the Contract within 14 days of your receipt of the Order Confirmation. To cancel the Contract, you must notify us in writing via email (Cancellation Notice). We will email you to confirm we have received your cancellation.
4.5. Refund. If you cancel the Contract in accordance to Clause 4.4, you will be entitled to a refund but subject to Clause 4.6. You will receive a refund by the method you used for payment within 14 days from the date we received the Cancellation Notice.
4.6. Deductions from Refund. We will deduct from any refund an amount for the supply of the Services for the period up to the time when you gave Cancellation Notice in accordance with this Clause 4. The amount we deduct will be based on our rates, as set out in the Order Confirmation. We also retain the right to deduct disbursements as defined in Clause 8.6 incurred up to the date of Cancellation Notice and any reasonable disbursements incurred in anticipation of the project’s completion including, but not limited to non-refundable accommodation, travel pre-bookings, equipment, specialist hire, locations, permits and/or studio hire.
5. OUR SERVICES
5.1. Descriptions and illustrations. Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures or website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
5.2. Compliance with specification. Subject to our right to amend the specification (see Clause 5.3) we will supply the Services to you in accordance with the specification in all material respects for the Services in your Order Confirmation.
5.3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. We will notify you (as far as reasonably practicable) in advance of any such event. Any material changes to specifications by you, will be treated as amendment of order under Clause 4.3.
5.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
5.5. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract. Unless expressly agreed in the Order Confirmation time shall not be of the essence for the performance of the Services.
5.6. Time of Essence. If it has been expressly agreed and specified in the Order Confirmation that we undertake to provide a Service by a specified deadline and that time will be of essence, we do so on the understanding that you will communicate with us in a timely manner, will comply with our reasonable requests within reasonable time frames for us to be able to provide the Service and comply with all the obligations under the Clause 6.1.
6. YOUR OBLIGATIONS
6.1. Your Responsibility. It is your responsibility to ensure that:
6.1.1. when submitting your Order, you check it carefully to ensure that information and the order specification are complete and accurate;
6.1.2. you co-operate with us in all matters relating to the Services and do so in a timely manner;
6.1.3. you provide us, our employees, agents, consultants and subcontractors, with access to the set, your premises, office accommodation and other facilities as we may reasonably require in order to perform our Services under this Contract;
6.1.4. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
6.1.5. unless expressly otherwise agreed in the Order Confirmation, you prepare the sets and premises for the supply of the Services;
6.1.6. unless expressly otherwise agreed in the Order Confirmation, you obtain and maintain all necessary licences, permissions and consents, including but not limited to performances, branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other material which will form part of the video production or which may be required for the Services before the date on which the Services are to start;
6.1.7. you comply with all applicable laws, including health and safety laws;
6.1.8. unless expressly otherwise agreed in the Order Confirmation, you obtain and maintain all necessary licences, permissions and consents and pay any fees which may apply in order for us to carry out Services at a particular venue, location or event;
6.1.9. you keep all our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;
6.1.10. you pay our Charges (see Clause 8) in a timely manner and as agreed; and
6.1.11. comply with any additional obligations as set out in the Order Confirmation.
6.2. Your Default. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (Your Default):
6.2.1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances, Your Default may entitle us to terminate the Contract under Clause 18 (Termination);
6.2.2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
6.2.3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6.3. You undertake to indemnify us against any future possible claims, disputes, expenses or costs which we incur because of your failure to comply with Clause 6.1.
7. SERVICES LOCATION
7.1. We are able to perform the Services at addresses outside England and Wales and you are able to place an order for the Services from abroad but locations will need to be confirmed at the point of Quote and confirmed in the Order Confirmation.
7.2. For the avoidance of doubt, in the event that the services are to be performed outside England and Wales or are booked from outside England and Wales, the Clause 28 and the Clause 29 shall remain in force.
8.1. In consideration of us providing the Services you must pay our fees as agreed and confirmed in the Order Confirmation together with Disbursements (Charges) in accordance with this Clause 8.
8.2. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly and you undertake to pay such modified charges.
8.3. We take all reasonable care to ensure that our Quotation stated for the Services is correct at the time when the relevant information was obtained from you.
8.4. Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.5. Where Charges are subject to VAT you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8.6. Unless expressly otherwise agreed in the Order Confirmation, quotation will be exclusive of disbursements such as travel services, messenger services, overseas telephone charges, colour photocopying, postage, photography and prints, disc and take duplications, accommodation, subsistence and other expenses which relate to the project (Disbursements) and which are incurred in the process of performing our Services to you.
8.7. Unless expressly otherwise agreed in the Order Confirmation, the Charges for the Services shall be calculated on a time and material basis:
8.7.1. the Charges shall be calculated in accordance with our daily and nightly fee rates, as set out in the Order Confirmation;
8.7.2. unless otherwise specified, our daily fee rates are calculated on the basis of an eight-hour day, the hours for which may range between 06:00 – 23:00;
8.7.3. unless otherwise specified, our nightly fee rates are calculated on the basis of a six-hour night, the hours for which may range between 23:00 – 06:00;
8.7.4. we shall be entitled to charge an overtime rate of 1.5 times the daily fee rate on a pro-rata hourly basis for each additional hour worked by each individual who is engaged on the Services outside the hours referred to in Clause 8.7.2 and Clause 8.7.3.
8.7.5. even if not expressly agreed in the Order Confirmation, we will be entitled to charge the Customer for any Disbursements reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials if we agree to work outside the hours referred to Clause 8.7.2 and Clause 8.7.3.
9. HOW TO PAY
9.1. Payment arrangements for the Services will be agreed upon at the time of a Quote and confirmed in writing in the Order Confirmation.
9.2. You can pay for the Services by BACS to our designated Bank Account, the details of which will be on our invoice.
9.3. We will send you an electronic invoice via e-mail for our Charges at the point when the payment becomes due in accordance to the Order Confirmation (Invoice Date).
9.4. We shall provide copies of the receipts for the Disbursements incurred within 14 days if expressly requested by you.
9.5. Our invoices are payable within 14 days from the Invoice Date.
9.6. Time for payment shall be of the essence of the Contract.
9.7. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 18, you will have to 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 9.7 will accrue each day at 5% a year above the Bank of England’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
9.8. You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax if and as required by law).
10.1. The date for the start of the project will be confirmed in the Order Confirmation (Project Start).
10.2. You undertake to send us a written brief of your project at least 24 hours before the Project Start date.
10.3. Upon completion of the project we will provide you with a draft copy of an initial edited video file (the 1st Draft).
10.4. Upon receipt of the 1st Draft, you may submit your requests for changes within 14 days (Review Period). The Review Period may be shortened if so required by the time constrains of the project or if we provide services to you on the time-is-of-the-essence basis.
10.5. If the changes requested fall within the remits of an agreed initial brief, we will make those changes without any additional charges to you. If the changes requested go beyond the scope of the agreed brief we will notify you of any applicable charges, which will be based on our usual hourly rates.
10.6. If no changes are requested during the Review Period by you, we will issue a final version of the works (Master File) which will be emailed to you (Submission Date).
10.7. If changes are requested (subject to Clause 10.3) during the Review Period, we will use our reasonable endeavours to implement those as soon as practically possible. Once the proposed changes have been implemented, we will provide you with the final draft of the works (Final Draft) so that we can verify that the proposed changes have been correctly implemented. You will have 7 days to review the final draft (Final Review Period).
10.8. Once the Final Review Period has lapsed we will issue the Master File.
10.9. We will not make any further changes once the Master File has been issued unless expressly agreed between us. In this case further charges may apply.
10.10. We will keep a copy of the Master File and project files for 30 days after the Submission Date. We will not be responsible for keeping the copy of the Master File and project files after the 30 day period expires unless expressly agreed by us otherwise.
10.11. Any subsequent agreed amendments will be governed by these Terms.
10.12. We reserve the right to watermark our works until all the outstanding invoices are paid in full.
10.13. You agree and accept that some requested changes may not be possible, however we will make reasonable attempts to accommodate your requests subject to this Clause 10.
10.14. Master File will consist of final produced video only and will not include project files, rushes, motion graphics and any associated audio and video works or footage captured during the production of any commission project unless expressly otherwise agreed, in which case additional charges may apply.
10.15. The Review Period and Final Review Period can be shortened or extended by mutual agreement.
11. CREATIVE CONTROL
11.1. You acknowledge and agree that editing an event and the production of finished works may include elements of artistic expression and interpretation. We reserve the right to use ‘Artistic Licence’ in any commissioned works that require editing or the production of finished works.
11.2. We agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the project provided that we, at our absolute discretion but with full discussion with you and giving good faith consideration to your views and requirements, will have the final editorial and artistic control over the project.
12. PUBLICITY AND PROMOTION
12.1. You agree that we will consult in good faith for the arrangements for the publicity and promotional plans for you to involve the use of the video.
12.2. You agree to only publicly release the Final Version of the video once both you and us have approved the content as complete and satisfactory.
12.3. You agree to not release preview or work in progress content to the public without our express written agreement.
12.4. We reserve the right to use the final version of works and any footage and related files in our show reels and for other promotional purposes.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. Intellectual property include patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (Intellectual Property)
13.2. Unless otherwise agreed in the Order Confirmation, 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 you) will be owned by us.
13.3. We assert our full rights as copyright owners of all original material, which includes but is not limited to video recordings, graphics, soundtracks, printed material, design or artwork and which has been captured, processed and/or produced by us, whether or not such material forms part of a Final Version of the project. The copyright of all produced material is owned by us and is protected under England and Wales legislation.
14. USAGE LICENCE
14.1. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the purpose of providing the Services to you.
14.2. Where you provide materials to us for inclusion in any project, including but not limited to footage and audio, logos, images, trademarks, you must obtain all the relevant permissions and licenses from the original copyright holders and we accept such materials on the understanding that you did.
14.3. You agree to indemnify us against any possible claims, disputes, expenses or similar that may arise from your breach of Clause 14.2.
14.4. Unless otherwise expressly agreed, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the works specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 14.4 unless expressly otherwise agreed in the Order Confirmation.
14.5. The license in Clause 14.4 is granted subject to the following conditions:
14.5.1. that you use the content in the state in which we have provided it to you and you do not re-edit or alter the content in any way without our express written permission.
14.5.2. that you pay all our Charges in the prescribed manner in Clause 8.
15. DATA PROTECTION
15.1. Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
15.2. Data Subject: an individual who is the subject of Personal Data.
15.3. Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under the Contract.
15.4. Processing and process: have the meaning set out section 1(1) of the Data Protection Act 1998.
15.5. The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, you are the Data Controller and we are the data processor in respect of any Personal Data.
15.6. We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purposes other than those expressly authorised by you.
15.7. We shall take reasonable steps to ensure the reliability of all our employees who have access to the Personal Data.
15.8. Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
15.9. We warrant that, having regard to the state of technological development and the costs of implementing any measures, we will:
15.9.1. take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
18.104.22.168. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
22.214.171.124. the nature of the data to be protected; and
15.9.2. take reasonable steps to ensure compliance with those measures.
15.10. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 15.
15.11. You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data. Consequently, we will not be liable for any claim brought by a Data Subject arising from any action or omission by you, to the extent that such action or omission resulted directly from your instructions.
15.12. We may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:
15.12.1. is on terms which are substantially the same as those set out in the Contract; and
15.12.2. terminates automatically on termination of the Contract for any reason.
16. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
16.1. Nothing in the Contract limits or excludes our liability for:
16.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
16.1.2. fraud or fraudulent misrepresentation; or
16.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
16.2. Subject to Clause 16.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
16.2.1. loss of profits;
16.2.2. loss of sales or business;
16.2.3. loss of agreements or contracts;
16.2.4. loss of anticipated savings;
16.2.5. loss of use or corruption of software, data or information;
16.2.6. loss of or damage to goodwill; and
16.2.7. any indirect or consequential loss.
16.3. Subject to Clause 16.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to our fees (Charges less expenses) under the Contract.
16.4. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
16.5. This Clause 16 will survive termination of the Contract.
17.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 17.2.
17.2. We each may disclose the other’s confidential information:
17.2.1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 17; and
17.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
17.4. We may request you to sign a Confidentiality Agreement in relation to the Services.
17.5. We may sign a Confidentiality Agreement if requested by you but where the Confidentiality Agreement contradicts these Terms, these Terms will prevail unless expressly agreed by the parties otherwise.
18.1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
18.1.1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
18.1.2. you fail to pay any amount due under the Contract on the due date for payment;
18.1.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
18.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
18.1.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;
18.1.6. continuing association with you may damage our reputation.
18.2. On termination of the Contract:
18.2.1. you must return all our materials and works specified in your Order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.
18.2.2. you must immediately pay to us all our outstanding unpaid invoices and interest and in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
18.3. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
18.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
18.5. Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 18.1.1 to 18.16 or if we reasonably believe that you are about to become subject to any of them.
19. EVENTS OUTSIDE OUR CONTROL
19.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control. (Event Outside Our Control)
19.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
19.2.1. we will contact you as soon as reasonably possible to notify you; and
19.2.2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
19.3. In the event of inappropriate weather, or weather which in our opinion would pose a risk to health and safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.
19.4. In the unlikely event of equipment failure or technical difficulties all efforts will be made by us to find suitable replacement equipment so as not to delay filming or adversely impact upon the project qualify or project delivery.
19.5. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please send the Cancellation Notice in accordance to Clause 4.4.
19.6. If you cancel the Contract pursuant to this Clause 19 you will be entitled to a refund. We will deduct from any refund an amount for the supply of the Services for the period up to the date of the occurrence of the Event Outside Our Control. The amount we deduct will be based on our rates, as set out in Order Confirmation. We also retain the right to deduct disbursements incurred up to the date of the Event Outside Our Control and any reasonable expenses and disbursements incurred in anticipation of the project’s completion including, but not limited to non-refundable accommodation, travel pre-bookings, equipment and/or specialist hire.
20.1. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 12 months following termination or completion of the Contract.
21. COMMUNICATIONS BETWEEN US
21.1. When we refer to “in writing” in these Terms, this includes email.
21.2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and sent by email.
21.3. A notice or other communication is deemed to have been received on the same day if the email has been transmitted before 16:30 and the following Business Day if transmitted after 16:30.
21.4. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
21.5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action in which case normal service procedures.
22. ASSIGNMENT AND TRANSFER
22.1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on our webpage if this happens.
22.2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
22.3. We retain the right to outsource part or full performance of this Contract.
23. ENTIRE AGREEMENT
23.1. This Contract together with the Order Confirmation constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them.
23.2. Each party acknowledges that in entering into the Contract 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 and Order Confirmation. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract and Order Confirmation. Nothing in this clause shall limit or exclude any liability for fraud.
24.1. We reserve the right to change these Terms at any given time. The change will not be applicable to any active Order that you have in place with us before the change of these Terms became effective. The change of these Terms would apply to any subsequent Orders that you would place with us unless expressly agreed otherwise by us.
24.2. No changes to Order Confirmation or the Contract shall be binding unless expressly agreed by both parties in writing.
24.3. If the Order is varied pursuant to Clause 4.3 by adding new services or content, unless expressly stated otherwise, the variation will supplement the original agreement and the original agreement will continue in force. The variation contract will be subject to these Terms and any words and phrases defined in the original contract will have the same meaning as in the variation Contract.
25.1. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
26.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
26.2. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
27. THIRD PARTY RIGHTS
27.1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
27.2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
28. GOVERNING LAW
28.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
29.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.