a) These terms and conditions (Terms) set out the basis on which Skylark Media Ltd (Company number 05446048) having its registered office at New Barn Lodge, Norton Lane, Whitchurch, Bristol, Banes, BS14 0BU (Company) agree to provide the services (Services) described in the proposal document (Proposal) to the customer (Customer).
b) A contract is formed between the Customer and the Company in accordance with these Terms, when the Customer: i. Authorised the Company to proceed with the Services; or ii. Pays the first invoice raised by the Company
2. Provision of Service
a) The Company agrees to use its reasonable endeavors to supply the Services to the Customer as detailed in the Proposal and according to the Terms.
b) The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
a) Pricing: The price for the Services shall be set out in the Proposal or as otherwise agreed in writing by the parties. Any quote given in a Proposal shall be valid for a period of 21 days. Any additional charges for stock media or royalties required by the Customer shall be set out in the Proposal and shall, unless expressly agreed, be estimates only.
b) Invoicing: The Company shall issue an invoice to the Customer in respect of Services supplied, or to be supplied, the payment terms for which will be stipulated on the invoice. In the absence of such terms the Company shall be entitled to invoice the Customer for 50% of the charges before commencing the Services and 50% of the charges on the completion or delivery (as the case may be.) Which shall become payable on the receipt of the invoice.
c) Default: The Company reserves the right to charge interest on overdue amounts at an annual rate of 5% above the Alliance and Leicester Commercial Bank base rate ruling on the date payment is due (which shall accrue on a daily basis from the due date until date of payment whether before or after a judgment. The Company will automatically pass over the collection of late payments to an external debt collection service should they exceed 31 days.
d) Expenses: The Company reserves the right to charge out-of-pocket expenses incurred by the individual(s) whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials subject to being able to provide the Customer with proof of expenditure. All out-of-pocket expenses will be charged at cost.
4. Health & Safety
The Company and Customer will act in accordance with all relevant health and safety requirements and legislation in the provision of the Services.
5. Creative Control and Changes
a) The parties will 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 Services provided. Skylark Media Group, c/o Aardman Animations, Gas Ferry Road. Bristol BS1 6UN.
b) If the Customer declines to accept any of the delivered Services, the Company will then have seven days in which to make reasonable changes to them. The Company will then submit to the Customer the revised material or replaced materials and the provisions in clause 5(a) will apply again save that any further request for amendment by the Client after the second review shall be subject to charge by the Company to cover all costs necessarily incurred as a result of the second non-acceptance, such costs to be paid within 30 days of the Client’s receipt of a valid invoice for them.
c) The Company shall have final editorial and artistic control over the Services.
6.1 The Company agrees that it shall: a) provide the Services with due skill care and attention and in a professional and workmanlike manner;
and b) perform the Services in willing co-operation with the Customer as stated in the Proposal.
6.2 The parties agree in good faith to consult on publicity and promotional plans for the Customer that involves use of the Services provided. All public relations, promotional and press activities undertaken shall be subject to the Customer’s prior written approval (such approval not to be unreasonably withheld or delayed).
The Customer authorises the Company to insert, or have the appropriate third party insert, credit as the producer of the video on the end credits of the video, with its name and web address printed on all hard copies of the video and included alongside all online versions of the delivery.
8. Intellectual Property Rights
8.1 The Services, including video recordings, graphics, soundtracks, printed material and any other design or artwork commissioned by the Customer in relation to the Proposal (save to the extent that it incorporates material made available to the Company by the Customer) will be wholly original to the Company and will not infringe the copyright or any other rights of any third party.
8.2. The Customer must ensure that:
a) permission is sought for the inclusion of any performers or performances, trademarks and locations;
b) any royalty fee due from the exploitation of any stock media including audio, video, artistic, musical etc. is paid for before it is used in any of the Services;
and c) it indemnifies the Company in the event of any breach of Intellectual Property claims being brought against the Company in respect of material supplied by the Customer.
Unless otherwise stated in the Order, the Company retains copyright in all their Original Material. Original Material includes video recordings, graphics, soundtracks, printed material and any other design or artwork commissioned by the Customer in relation to the Order. The Customer must ensure that permission is sought for the inclusion of any copyright material they supply to the Company to enable them to deliver the product(s) or service(s). The Customer must also ensure that permission is sought for the inclusion of any performers or performances, trademarks and locations. The Company retains the right to use this material in its original and edited form as they see fit, unless otherwise agreed in the Order. The Customer agrees to indemnify the Company in the event of any breach of copyright claims being brought against the Company in respect of material supplied by the Customer.
a) The Company accepts no liability for any loss or damage that may arise from the supply of the Services. In the unlikely event of the Company being unable to supply the Services as specified in the Proposal the liability shall be limited to the total invoice value or monies already paid by the Customer. This clause 9 shall survive termination of the Contract.
b) Whilst every care is taken in the handling of any Customer property, the Company accepts no responsibility whatsoever for any loss or damage, howsoever caused, or any other loss by unforeseen circumstances whilst they are in the custody of the Company. Liability for such loss or damage will be limited to the replacement cost of the materials or media and in no circumstances will any liability attach to any claim for the value of the content.
c) Projects files will held for re-edits for 36 months from final invoice.
The Company shall not, without the prior consent of the Customer, make to any third party any statement or supply any information or photograph or trailer relating to the to the Services or to the business or legal affairs of the other, other than to state that it is producing the Services (but this shall not prevent proper disclosures of information to the parties’ professional advisers or as required by law). Skylark Media Group, c/o Aardman Animations, Gas Ferry Road. Bristol BS1 6UN.
12. Data Protection
a) The Customer must ensure that all necessary consents and releases have been obtained from people that may be recorded on video as a result of the Company supplying the Services and that such recording is in compliance with the Data Protection Act 1998(as amended).
b) The Company agrees and consents to the Customer holding and processing personal data relating to the Company and individuals connected with the Company in any form, whether electronically or otherwise, provided that the Company complies at all times with data protection law and best practices.
13.1 The Customer may terminate this agreement on given more than four weeks written notice. On termination under this clause the Company shall be entitled to keep any money paid to reserve the Company’s Services (Booking Fee). If the Customer gives less than four weeks notice, the total charges payable in respect of the Services shall become payable to the Company less the Booking Fee.
13.2 The Company may terminate the Contract by giving the Customer not less than one months’ written notice without any liability to the Customer whatsoever and shall refund any sums paid by the Customer promptly.
13.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: a) the other party commits a material breach of its obligations under these Terms or the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so; and b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
13.4 On termination of the Contract for any reason: a) The Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; b) The Customer shall return all of the Company’s materials and any delivered Services which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Terms and any Contract formed; and c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
14. Force Majeure
a) For the purposes of these Terms Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to act of God, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood, storm or default of suppliers or subcontractors.
b) The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
c) If the Force Majeure Event prevents the Company from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to Skylark Media Group, c/o Aardman Animations, Gas Ferry Road. Bristol BS1 6UN. terminate the Contract immediately by giving written notice to the Customer.
15.1 Assignment and other dealings The Company can assign transfer or otherwise deal with the Contract with the Customer’s consent (such consent not to be unreasonably withheld or delayed)
15.2 Notices a) Any notice or other communication given to a party under or in connection with these terms shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail. b) Where a notice is served by first class post is deemed to be served at 9.00 am on the next business day. c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
15.3 No waiver. Should the Company choose not to enforce any or all of these conditions it should not be interpreted as a waiver of any of the Company’s rights.
15.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. Third parties A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.5 Variation Except as set out in these Terms no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing.
15.6 Governing Law and Jurisdiction Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Contract or its subject matter or formation (including non-contractual disputes or claims).
15.7 Complaints In the unlikely event of a dispute over the supply of the Services, the Customer and Company agreed to accept the findings of an Institute of Videography.