ANNEX A - TERMS AND CONDITIONS
These Terms and Conditions and the quote/order form shared with you (“Quote”), create a binding agreement between the Client named in the Order (“You”, “you”, “Client”) and North House Films Ltd, 210 The Print Rooms, 164 - 180 Union Street, London, England, SE1 0LH (“We”, “us”) (each a “party”, collectively the “parties”).
Services
1. We will provide the services and deliverables set out in the Order (“Services”) for the project detailed in the Order (“Project”) to you on a non-exclusive, independent contractor basis at such times and at such locations as set out in the Order (“Term”) or such other date(s) as we may otherwise agree.
Payment
2. You will pay us the sums described in the Order (“Fees”) in accordance with the Order. Save as otherwise stated in an Order, we will be entitled to the appropriate payment specified within 30 days of receipt of our valid invoice. You shall reimburse all expenses we incur within 30 days of you receiving the receipt for each such Expense.
3. If an invoice is unpaid by the due date, we may at our option and without prejudice to any other remedy at any time after payment has become due, charge interest on any overdue amounts from the due date until and including the date of actual payment, after as well as before judgement, accruing on a daily compound basis, at the higher of: (a) the rate of 5% per annum above the base rate for the time being of Barclays Bank plc subject to a maximum overall cap of 8%; or (b) the maximum limit of interest payable by applicable law.
Intellectual Property Rights
4. Except for our pre-existing intellectual property rights, project files and our assets (“North House IP”) and intellectual property rights belonging to any third parties included within the Services (“Third Party Rights”) all intellectual property rights (including without limitation all copyright, design rights and / or rights in get up, trade marks, patent rights, rental rights, database rights and similar rights whether registered, registrable or not (“Intellectual Property Rights”) in the results of our Services shall belong to and vest in you on creation.
5. We (and our third-party licensors) retain ownership of all intellectual property rights in and to the North House IP and the Third Party Rights. We grant you a non-exclusive fully paid royalty free licence to use such North House IP and Third Party Rights to make use of the Services as part of the Project for the duration of the Project as envisaged under the Order.
6. We also hereby waive any so-called moral rights, rights of authors and any similar rights.
7. You grant us a royalty free, non-exclusive licence to use, modify, exploit and distribute any materials you provide to us or provided to us on your behalf for us to provide the Services.
8. All equipment, and materials supplied by us in connection with the Services to you and all Intellectual Property Rights therein will belong to and vest in us (or our licensor) and you are loaned and / or granted a non-exclusive licence to use them solely as necessary for the purpose of this Agreement, and the Project. Following completion of the Project you will return the same to us and cease all and any use thereof unless agreed by us in writing.
9. Notwithstanding the foregoing, you agree that the only use you shall be entitled to make of the Project and Services is as per the use set out in the Order.
10. We shall be granted a first right of refusal to provide our services for any iteration, further versions or derivatives of the Project (“Option”). You shall give us fifteen (15) days to either accept or decline the Option and upon our acceptance, we shall negotiate in good faith the terms of our provision of services. Should we not agree on such terms within thirty (30) days or should we decline the Option, you shall be entitled to offer the services to any third party provided those are on the same terms as offered to us. Any change to these terms shall be offered to us first via the same process as the initial Option.
11. You agree that we shall be entitled to promote the Services and our work on the Project and use your name for our own promotional purposes including via our social channels, website and for promotional, digital and marketing purposes. You shall upon our request give us any recordings, photographs and films you have of the Services and Deliverables for us to promote our work and shall ensure that such use by us is fully cleared.
Confidential Information
12. Notwithstanding and without limiting the terms of any written confidentiality or non-disclosure agreement (if any) that you and we sign after or have signed prior to the date of this Agreement, which terms shall be deemed incorporated into this Agreement by this reference, each party agrees to keep all information that each may receive or has received relating to the other or its clients or licensors (such as that relating to guests, clients, products, marketing, business history, financial arrangements, designs, ideas, concepts, rights, future plans, projects and the engagement on or involvement with them) confidential and will not disclose it or any part of it to any third party (or cause or facilitate any such disclosure) without the other’s written permission and will use such information only for the performance of its obligations under this Agreement.. Any such information that each party does get, whether electronically or on paper, computer, disk, tape or other device must be returned on completion of the Services or at any time on demand by the disclosing party and the receiving party must not retain any copies of such information.
Performance of Services
13. We warrant that:
(a)the Services will materially correspond with the specifications set out in the Order;
(b)we have full capacity and authority to enter into and perform the relevant Services and that the individual signing the Order is duly authorised to bind us legally;
(c)the Services shall be performed with reasonable care and skill; and
(d)we shall comply with applicable laws that are applicable to us.
14. You warrant that:
(a)our receipt and use of Client materials in accordance with this Agreement shall not infringe the Intellectual Property Rights and/or data privacy rights of any third party;
(b)you have full capacity and authority to enter into and perform the relevant Order and that the individual signing the Order is duly authorised to bind you legally;
(c)you have all the rights necessary to grant the licence granted under Clause 7; and
(d)you shall comply with applicable laws that are applicable to you.
15. Any and all warranties not contained in this Agreement that may be implied by applicable law are excluded to the maximum extent permitted by applicable law.
16. You shall be sole responsible for the payment of any fines or penalties incurred by us and/or any third party supplier for the failure to obtain the correct and proper permits for the Project.
Your obligations
17. You agree that:
(a) You shall reasonably co-operate with us in all matters relating to the Services including the delivery of any materials required by us for the provision of the Services;
(b) You shall comply with all our reasonable instructions and provide, in a timely manner, such information as we may reasonably require, and ensure that it is accurate and complete in all material respects. You shall provide your approval over the Services by the dates reasonably given to you. We shall not be liable for delays and costs incurred caused by your failure to comply with this clause;
(c) If our performance of our obligations are prevented or delayed by any act or omission of yours, your agents, subcontractors, consultants or employees, the parties shall work together to mitigate any costs associated with such delay and should it be necessary the parties shall agree additional costs and charges in writing. We shall not be held liable for any such delay.
(d) If you require any additional work, reformatting, changes to creative, deviation or amendment to the Order (together the “Changes”), then these Changes shall only apply if agreed between us in writing. In such instance, we shall agree an extension of time for the performance of our Services and an additional fee to cover the costs of such changes.
(e) Save as otherwise agreed in the Order, you shall be responsible to obtain and maintain bad weather and/or cancellation insurance.
Termination
18. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
b) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
In the instance, we terminate the Agreement under this clause you shall pay us the part of the Fees for Services provided to date of termination as well as our costs and expenses incurred and committed to date of termination.
19. Unless otherwise stated in an Order, you shall also be entitled to cancel the provision of Services subject to making the following payments to us:
a) For cancellation with over 30 days’ notice from the date we start the provision of Services as stated in the Order: 50% of the Fees and any non-refundable expenses; and
b) For cancellation with less than 30 days’ notice from the date we start the provision of Services as stated in the Order: 100% of the Fees and any non-refundable expenses.
Force Majeure
20. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, terrorism attacks, war, Covid-19, riots, bad weather preventing the Services from going ahead etc. In such instance, the parties shall to the extent possible agree a new date for the Services and an additional budget payable. Should the parties not agree to an alternative date within thirty (30) days of the force majeure event starting then either party can terminate and in such instance we shall be paid the part of the Fees for Services provided to date of termination all expenses and costs incurred and committed to date of termination.
Non-solicitation
21. You shall not, without our prior written consent, at any time from the signature of this Agreement to the expiry of 6 months after completion of the performance of the Services or (if applicable) any intervening termination of this agreement, directly or indirectly solicit or entice away from us or employ, engage or contract with, or attempt to employ, engage or contract with, any person who is, or has been, engaged as an employee, subcontractor or consultant, of us in the provision of such Services.
Liability
22. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.
23. Subject to clause 22 of this Agreement, we shall not be liable to you for any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss howsoever arising (including in negligence) in relation to this Agreement.
24. Subject to clause 22 of this Agreement, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total Fees paid by you to us under this Agreement.
25. You shall indemnify and hold us harmless from any claim, expenses, costs and liabilities we incur due to: (a) a breach of this Agreement by you; and/or (b) any third party claim that the Client materials infringe any third party rights.
General
26. Neither party may assign, licence, sub-contract or part with any of its rights, duties or obligations under this Agreement without the other party’s prior written consent.
27. Both parties will comply with the applicable requirements of data protection legislation (including, where applicable, the General Data Protection Regulation 2016/679 and the Data Protection Act 2018) (“Data Protection Law”). The parties acknowledge that the only personal data to be shared between them pursuant to this Agreement are the names and contact information of the parties’ respective staff. In the event it becomes necessary pursuant to Data Protection Law and/or if required by us, you will enter into our further terms relating to data protection and privacy. Where you engage any third parties to carry out any services as part of the engagement hereunder, you shall ensure such third parties will comply with any Data Protection Law.
28. This Agreement may not be varied or modified except in writing and signed by both parties.
29. These Terms and Conditions will apply to the exclusion of all other terms and conditions of contract you may propose. In the instance of conflict between these Terms and Conditions and a term contained in the Order, the Order shall prevail.
30. Nothing in these terms shall be deemed to constitute a partnership, employment or agency relationship between you and us.
31. This Agreement shall be construed in accordance with English Law and both you and we agree to submit to the exclusive jurisdiction of the English Courts.