AGREED TERMS AND CONDITIONS

1. Interpretation

1.1 Definitions:

1.2 Artistic Difference: the differing of opinion between the Producer and Client in which the final Deliverable matches the specification outlined in schedule 1 but may not match the expectations of the Client.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services by the Producer, as set out in the Contract Details and Schedule 2.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 9 (General) (inclusive).

Contract: the contract between the Client and the Producer for the supply of the Services in accordance with the Contract Details[, the Mandatory Policies], these Conditions and any Schedules.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Client Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Client to the Producer.

Deliverables: all documents, products and materials developed by the Producer or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Contract Details.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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.

Services: the services, including without limitation any Deliverables, to be provided by the Producer pursuant to the Contract, as described in Schedule 1.

Services Start Date: the day on which the Producer is to start provision of the Services, as set out in the Contract Details.

Producer IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Client Materials incorporated in them.

1.3 Interpretation:

(a) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time;

(ii) shall include all subordinate legislation made as at the date of this agreement under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and term

The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, expiring on satisfaction of the Services being provided and payment received in full.

3. Supply of services

3.1 The Producer shall supply the Services to the Client from the Services Start Date in accordance with the Contract.

3.2 In supplying the Services, the Producer shall:

(a) perform the Services with reasonable care and skill;

(b) use reasonable endeavours to perform the Services in accordance with the service description set out in Schedule 1;

(c) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

(d) comply with:

(i) all applicable laws, statutes, regulations and codes from time to time in force; and

(ii) the Mandatory Policies, provided that the Producer shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract.

(e) take reasonable care of all Client Materials in its possession and make them available for collection by the Client on reasonable notice and request, always provided that the Producer may destroy the Client Materials if the Client fails to collect the Client Materials within a reasonable period after termination of the Contract.

3.3 The Producer will take reasonable endeavours to ensure that the Deliverables will match the specification in the Contract Details and Schedule 1, however Client agrees that they shall have no claim against the Supplier for Artistic Differences.

4. Client's obligations

4.1 The Client shall:

(a) co-operate with the Producer in all matters relating to the Services;

(b) provide, in a timely manner, such information as the Producer may reasonably require, and ensure that it is accurate and complete in all material respects; and

(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Producer's premises and have been communicated to the Client, provided that the Client shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and

4.2 If the Producer's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, the Producer shall:

(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;

(b) be entitled to payment of the Charges despite any such prevention or delay;

and

(c) be entitled to recover any additional costs, charges or losses the Producer sustains or incurs that arise directly or indirectly from such prevention or delay.

5. Intellectual property

5.1 The Producer and its licensors shall retain ownership of all Producer's IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.

5.2 The Producer assigns to the Client absolutely with full title guarantee all intellectual property rights in the Products throughout the world in all existing and future media including all renewals, revivals, reversions and extensions and all associated rental and lending rights.

5.3 The Producer recognises that the Client has the unlimited right to edit, copy, alter, add to, take from, adapt and translate all or any of the Products after delivery by the Producer and irrevocably and unconditionally waives the benefits of any provision of law relating to so-called "moral rights" (including without limitation any rights of the Producer under section 77 to section 85 inclusive of the Copyright, Designs and Patents Act and any similar successor provision of law) and any similar laws of any jurisdiction in relation to the Products. The Producer further agrees to procure the waiver of all such rights in favour of the Client and its successors in title by all persons engaged or employed by the Producer and who contribute to the Video and to whom such rights may accrue.

5.4 The Client agrees that the Producer may use the Client's name and intellectual property rights solely to the extent necessary for the purpose of providing the Services, such as by including them on Delivery Materials, referring to them in paperwork and in discussions with third parties in order to indicate the nature of the Video, and including them in the Producer's own promotional materials and showreels in accordance with clause 5.5. The Client warrants that no such use shall infringe the rights of any third party.

5.5 The Producer shall have the non-exclusive right in perpetuity from the Delivery Date to use extracts from the Deliverable for its own promotional use in internal and client and prospective client presentations, showreels and on the Producer's website. Each such extract must be no longer than 5 minute in length, and the extracts used in any one promotional item must not exceed 25 minutes cumulatively.

5.6 The Client grants the Producer a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of the Contract for the purpose of providing the Services to the Client in accordance with the Contract.

5.7 The Producer shall be entitled to add sound effects across your performance.

5.8 The Client shall indemnify the Producer in full against any sums awarded by a court against the Producer arising of or in connection with any claim brought against the Producer for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Client Materials by the Producer.

6. Charges and payment

6.1 In consideration for the provision of the Services, the Client shall pay the Producer the Charges in accordance with this clause 6.

6.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Producer at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

6.3 The Producer shall submit invoices for the Charges plus VAT if applicable to the Client at the intervals specified in Schedule 2. Each invoice shall include all reasonable supporting information required by the Client.

6.4 The Client shall pay each invoice due and submitted to it by the Producer, on the date shown on the invoice to the bank account nominated in writing by the Producer.

6.5 If the Client fails to make any payment due to the Producer under the Contract by the due date for payment, then, without limiting the Producer's remedies under clause 9 (Termination):

(a) the Client shall 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 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

(b) the Producer may suspend all Services until payment has been made in full.

6.6 All amounts due under the Contract from the Client to the Producer shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.7 In the event of revisions, changes to the Deliverables, or additional services to be completed that are requested by the Client that are not pre-agreed, this shall incur an additional fee of £500.00 per day worked for the Producers time. The Producer will give either verbal or written notice that the Client is about to incur an additional fee before the fee is incurred. The Producer will invoice the Client in accordance with Clause 6.3

7. Cancellation

7.1 The Client accepts that as a business to business contract there is no automatic entitlement for the Producer to provide a refund.

7.2 The Producer is under no obligation to provide a refund for any session cancelled by the Client. Any refund amount provided by the Producer is at the sole discretion of the Producer.

7.3 If the Client has paid for multiple sessions and cancels one session, the session is forfeited by the Client. It is at the sole discretion of the Producer to allow a rescheduling of the forfeited session.

7.4 If the Producer cancels a session the Client may rebook the session at a date mutually agreed by the Producer and the Client.

8. Limitation of liability

8.1 The Producer has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Producer has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.4 Nothing in this clause 8 shall limit the Client's payment obligations under the Contract.

8.5 Nothing in the agreement shall limit the Client's liability under 5.8 of the Contract.

8.6 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

and

8.7 Subject to clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation on Client's payment obligations), clause 8.5 (Liability under identified clauses) and clause 8.6 (Liabilities which cannot legally be limited):

(a) the Producer's total liability to the Client for all losses or damage shall not exceed £2000.00.

(b) the Client's total liability to the Producer:

(i) for all other loss or damage shall be uncapped.

8.8 The caps on the parties' liabilities shall not be reduced by:

(a) payment of an uncapped liability;

(b) amounts awarded or agreed to be paid under 5.8; and

(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

8.9 Subject to clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation on Client's payment obligations), clause 8.5 (Liability under identified clauses) and clause 8.6 (Liabilities which cannot legally be limited), this clause 8.9 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.10 The Producer has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.11 Unless the Client notifies the Producer that it intends to make a claim in respect of an event within the notice period, the Producer shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 its 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;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to it, the Producer may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

9.3 On termination of the Contract for whatever reason:

(a) the Client shall immediately pay to the Producer all of the Producer's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Producer may submit an invoice, which shall be payable immediately on receipt;

(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and

(c) termination or expiry of the Contract shall not affect any of the 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.

10. Termination for damage to reputation

10.1 The Producer may terminate this agreement by written notice with immediate effect if the Client:

(a) has committed a crime; or

(b) has become involved in or becomes associated with (whether directly or indirectly) any situation or activity (whether caused by the Client or a third party) which:

(i) tends in the reasonable opinion of the Producer to have a negative effect on the reputation of the Producer or any aspect of its business;

(ii) would expose the Producer or any aspect of its business to disrepute, scandal, ridicule or contempt, or would tend to shock, insult or offend the public in any territory in which the Producers products or Deliverables or services are marketed;

(iii) reflects unfavourably on the reputation of the Producer, its brands, products or services; or

(iv) might affect the supply, successful sales and exploitation of the products or services of the Producer first party.

10.2 The occurrence of any situation as defined in clause 10.1 shall be deemed a material breach of this agreement in terms of clause 9 regardless of whether the Client has caused the situation or not.

10.3 The Producer's decision on all matters arising under this clause shall be conclusive.

10.4 Examples of acts, conduct or situations considered to be prejudicial to the business of the Producer include without limitation:

(a) the posting or publishing on social media or elsewhere of any content that promotes bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

(b) the expression of any political views in a context that could give rise to an association with the Producer's business;

11. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Producer's prior written consent.

(b) The Producer may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.3. For the purposes of this clause 11.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver.

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. 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. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified in the Contract Details.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9 Third party rights.

(a) 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.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.10 Governing law. 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.

11.11 Jurisdiction. 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.