1.1 “Company” means Cause & Effect Media Ltd.
1.2 “Client” means the individual or organisation that purchases or agrees to purchase Products supplied by the Company.
1.3 “Conditions” means the terms and Conditions of sale set out in this document and any special terms and Conditions agreed in writing by the Company.
1.4 “Products” means those goods and services specified and offered by the Company to the Client, including but not limited to, graphic design & print; film production; editing; media conversions; consultations & training; photography; website design & management; animation; post production & effects; project management.
1.5 “Rate” means the price relating to the Products and / or services excluding carriage, packing or insurance, and where applicable, VAT.
1.6 “Project” means the assignment, job or event for which the Company has been enlisted to complete for the Client.
2.0 CONDITIONS APPLICABLE
2.1 By signing this contract the client accepts these terms and conditions.
2.2 The Company may assign the contract, or any part of it, to any person, firm or company without exception or liability. Furthermore, the Client shall not be entitled to assign the contract, or any part of it, without the prior written consent of the Company. Please refer to paragraph 5.5
2.3 Any Variation of these Conditions, (including any special terms and Conditions agreed between the two parties) shall be required in writing prior to the commencement of any agreement entered into. In absence of any such special terms, the Client is referred in the first instance to these Conditions presented in this document.
2.4 The Company shall not be liable to additional loss and damages by the Client beyond the confines of this agreement.
2.5 If any provision of these Conditions is adjudged invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of those provisions in question shall not be affected.
2.6 Notwithstanding any other provision contained herein, title to all goods and / or services supplied by the Company to the Client shall not pass until the Client has made payment in full, in cleared funds, to the Company in respect of all goods and / or services supplied by the Company.
2.7 This agreement shall become legal and binding once the contract has been signed by the Client. It is the Client’s responsibility to read and fully understand this agreement prior to booking with the Company. By signing the contract, the Client agrees to be bound by the terms herein.
3.0 THE RATE AND PAYMENT
3.1 As provided otherwise herein the Rate shall be that as stipulated in the Company’s published price list current at the date of order of the Products. VAT, if applicable, shall be due at the charge ruling the date of the Company’s invoice
3.2 Any event of any increase in the cost to the Company of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange-rate the Company may increase the price payable under the contract upon written notice.
3.3 To secure any booking, a 25% deposit of the total agreed Rate is required along with a completed signed contract. Until this deposit has been received, the Client’s date is still open to an alternative booking by another party. This deposit is non-refundable but may be transferrable. Any booking made without the appropriate deposit will not be guaranteed. The balance is then due no later than one calendar month prior to the Project. Missed payments may render the arrangement void with no refunds granted to the Client. Under exceptional circumstances, the Company reserves the right to cancel the booking with the Client no later than four weeks prior to the Project providing a full refund to the Client and without liability. Please refer to paragraph 5.5
3.4 Commercial work shall be paid within 30 days of the date of invoice.
3.5 The Client is entitled to cancel the agreement / contract with the Company at any time. In doing so, the Client accepts that they will lose any funds already paid to the Company, in full or in part towards the Products entered into, regardless of the status of the Project at the time of cancellation. The Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, changes and expenses reasonably incurred by the Company as a result of cancellation.
3.6 The Company reserves the right to apply interest to the Client’s invoice should payment exceed the terms. This shall accrue from the date when payment becomes due until the date of payment at a charge of 6% above the Bank of England’s base-rate, per annum. This will be charged and applied on a day to day basis and shall accrue at such a charge after, as well as before, any judgement until payment is received in full and in cleared funds.
3.7 The Company also reserves the right to claim reasonable debt recovery costs in pursuing such debt by the Client. Cost relating to debt recovery agencies, solicitors, court fees and interest as described in paragraph 3.6, maybe combined and added to the Clients outstanding account. The Client will then be liable for the settlement of such costs to the Company who shall be notified in writing before enforcement action commences.
3.8 If the Client fails to make any payments in accordance with the terms and Conditions hereof, the Company, in addition to its other rights and remedies but not in limitation thereof, at its option may defer deliveries or services under any contract with the Client. This condition will remain in place until such a time that cleared funds are received from the Client prior to deliveries or services resuming.
4.0 THE PRODUCTS
4.1 The quantity and description of the Products shall be set out by the Company within any written contract / invoice.
4.2 Duplications of the Product created for the Client from the original can be obtained from the Company on a variety of media. These are charged to the Client at the current duplication charge. Raw Footage or Rushes from the Project are stored digitally and are obtainable from the Company. This service is charged at an hourly Rate in direct relation to the recorded material referred.
4.3 The Company draws particular attention to the copyright attached to each and every Product produced by the Company, and unless otherwise expressly stated in writing between both parties, remains in the sole ownership of the Company. Duplication, lending, hiring, public performances, broadcasting, editing and distribution for profit or otherwise is strictly prohibited unless agreed by the Company in writing. Fees determined by the Company may be applicable to the Client should the Client so wish to obtain the full copyright licence for their product. This would effectively transfer rights over to the Client in determining duplication and distribution arrangements of their Product without consequence, restriction or loss.
4.4 Soundtracks may be included for the final Product by the Client but it is the Client’s responsibility to obtain the relevant copyright agreement from such parties. Disputes arising from copyrighted material to the Company under such circumstances shall be directed towards the Client in the first instance. Copyright free soundtracks are available as an alternative.
4.5 The Company reserves the right to display, edit, sell, broadcast and exhibit the Product in part or in its entirety and at its discretion unless otherwise agreed in writing by the Client. This may be for demonstrational purposes by the Company.
5.0 WARRANTIES AND LIABILITY
5.1 The Company warrants that Products sold as new will be free from defects in materials and workmanship for a period of 90 days from the delivery date (‘the warranty period’). If the Client returns to the Company, any Products, which the Client claims, are in breach of this warranty not later than the expiry of the warranty period and in accordance with clause 4.0, the Company shall endeavour to rectify or replace such Products.
5.2 Manufacturers warranty may be longer than the warranty period and in these instances, the Company shall make its best endeavours to assist the Client with the arrangements for manufacturer’s warranty.
5.3 Procedures are in place to protect the Client from the unlikely event of a non-conforming Product. These include, but are not limited to, poor image and / or sound integrity, failure to digitally record / capture an event (physically or mechanically), inferior film stock, loss of original footage through transit, fire or theft. If an end product is not fit for purpose then a replacement shall be issued.
5.4 All equipment is checked by the Company prior to a Project for correct running operation. If a fault is detected prior to the Project, the Company will correct by either repair or replacement. This also applies to loss, theft or damage of equipment prior to a Project date. Faults, which develop during the Project, will be dealt with to the best of the operator’s ability. In the event of a complete system failure, the Company depending upon the circumstances involved may issue a part or full refund.
5.5 In the unlikely event of ill health or extreme unforeseen circumstances preventing the original operator attending the Project, every effort will be made for a replacement operator - even if this is at short notice. The quality of the Client’s Product will not be compromised. If a replacement operator cannot be found then a full refund will be paid only, and without liability, by the Company.
6.0 DELIVERY OF THE PRODUCTS
6.1 Delivery of the Products shall be made by the Company utilising at his discretion the most secure and cost-effective means possible. Charges for delivery to the UK mainland shall be bases or charges by the Company’s carriers for the appropriate weight of the Products plus any reasonable amount determined by the Company for packaging and labour costs.
6.2 The Company expects to present the Client with the final product within 90 days from commencement of the Project date. This may vary due to, but not limited to, system failure, maintenance, heavy bookings or holiday periods.
Contracts accepted under special promotional offers at reduced Rate may be subject to a 180 day turn around.
6.3 The Company shall use its reasonable endeavour to meet any date stated for delivery.
6.4 The Company shall not be liable for any delay in delivery howsoever caused.
6.5 Promotional offers are subject to an additional postage and packing fee.
7.0 ACCEPTANCE OF THE PRODUCTS
7.1 The Client shall be deemed to have accepted the Products after seven days have expired beyond the delivery date to the Client.
7.2 Additional alterations and preferences presented by the Client to the Company in terms of but not limited to; soundtrack preference, sequence of shots, design layout, image preference or similar changes will be chargeable at the current hourly Rate and after the final proof has been completed and approved by the Client.
7.3 Final proof and approval may not be applicable to promotional offers.
7.4 Transit damage must be reported in writing to the Company within 48 hours of receipt. Outside of this period, transit damage will not be acceptable as a reason for rejection.
8.0 TITLE AND RISK
8.1 The Company may provide public liability insurance to a pre determined value as standard to any Project yet this is not currently mandatory. Ask for further details.
8.2 The Company includes no further insurance unless otherwise agreed such as for unforeseen cancellation. The Company may require duplicates of insurance documents prior to any Project.
8.3 It is the responsibility of the Client to establish the relevant permission for a Project venue unless otherwise agreed beforehand. The Company will not be held liable for unauthorised access or for any fees involved in gaining such permission. The Client will not be eligible for any refund from the Company in such an event.
9.0 INSOLVENCY OF CLIENT
9.1 If the Client makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction). Should a receiver take possession of any of the property or assets of the Client; or the Client ceases, or threatens to cease trading business; or the Company reasonably apprehends that any of the events mentioned above is imminent, the Company so notifies the Client accordingly.
9.2 Should the Clause then apply, without prejudice to any other right, or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Company. If the Products have been delivered but invoices remain outstanding then these shall become immediately due and payable despite any previous arrangement or agreement to the contrary.
10.1 Any notice required, or permitted to be given, by either party to the other under the Conditions shall be in writing addressed to the other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
10.2 Each party agrees to treat as confidential and not to divulge to any third party without the prior written consent of the other, details of the other’s business operations, proprietary rights and techniques, contemplated new Products and customer lists. This obligation does not relate to information, which is, or becomes, public knowledge through no fault of either party or has been property obtained from a third party lawfully entitled to posses such information. Furthermore, this does not relate to digital imagery retained by the Company under copyright laws, which the Company may use without further consent from the Client, to promote, exhibit and demonstrate its services to the public or other parties.
11.0 CONSEQUENTIAL LOSS
11.1 The Company shall not be liable for any costs, claims, damages or expenses arising out of any tortuous act or omission or any breach of Contract or statutory duty calculated by reference to profits income or accrual of loss of such profits income production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis, to the fullest extent of the law.
12.0 FORCE MAJEURE
12.1 The Company shall be entitled to delay or cancellation of services / deliveries, or to reduce the amount delivered, if its prevented, hindered or delayed in manufacturing, obtaining or delivering the Products by normal routes or means of delivery through direct circumstances beyond its control. These include but are not limited to; strikes; lockouts; accidents; war; fire; reduction in or unavailability of power at the Company’s premises, breakdown of machinery or shortage / unavailability of raw materials from a normal source of supply.
13.0 ADDITIONAL COSTS
13.1 The Client agrees to pay for any loss or extra cost incurred by the Company through the Client’s instructions or lack of instructions or through failure or delay in taking delivery or through any acts or default on the part of the Client, its servants, agents or employees.
13.2 Should filming exceed 4 hours then the Client is to cover the crew with one hot meal and drinks at their expense unless otherwise agreed. The Company reserves the right to order food at the venue or nearby alternative then to charge back from the Client should a meal not be provided.
13.3 In the event that a meal is not provided and food cannot be ordered either at the venue or nearby alternative due to the lack of such facilities or insufficient time, then the Company reserves the right to charge the Client a penalty fee to the value of £50.00 per crew member.
13.4 Field locations which fall outside of a fifty mile radius from the Company office shall be subject to a travel expense at £30.00 per hour (or part of) applied to the entire round trip in full.
13.5 The consultation forms part of any official deal and you are allocated one within the confines of the offer. Your timings throughout the day are recorded to provide the best video package coverage possible. Should filming go beyond the allocated final end time then further charges may apply. Following the consultation, if you have cause to change the times then we reserve the right to charge £60.00 for a second consultation. It is therefore important that all of your timings and event details have been fully confirmed before conducting the consultation.
14.0 DISPUTES AND GRIEVANCES
14.1 Any dispute arising from the agreement / contract between the Client and the Company should be addressed in writing to the Company in the first instance. An appropriate response by the Company will be issued to the Client, after investigating the matter fully for an appropriate resolution. The Company is in no way liable to losses or damages complained of by the Client, which are outside the boundaries of these Conditions. The Company limits its liability to the Client only within the confines of the Rates imposed between the Client and the Company.
15.0 PROPER LAW OF CONTRACT
15.1 This Contract shall be governed by the law of England and Wales and any dispute, question or remedy howsoever arising shall be determined exclusively by the Courts of England and Wales.