Terms & Conditions

COMMISSION TO CREATE THE WORK AND THE DELIVERABLE

The Commissioner commissions Company to create the Deliverable and supply a copy of the same to the Commissioner as set out in the Proposal

 

APPROVAL OF THE DELIVERABLE

The Commissioner shall notify the Company in writing within 7 Days of receipt of a copy of the Deliverable either that Deliverable is approved or of the details of any modifications which the Commissioner may reasonably require.  Failure by the

Commissioner to notify the Company of approval or of such details within the 7 Days shall be deemed to be an approval.

The Company shall:

(a) within 7 Days of receiving notification of any modifications reasonably required by the Commissioner pursuant to clause 3.1, make those

modifications and provide a revised copy Deliverable to the Commissioner for final written approval (such approval not to be unreasonably withheld or delayed); and

(b) if the Commissioner does not provide such final approval, check the modifications made pursuant to clause 3.1 and make any final  

Modifications considered by the Company to be necessary and provide a revised copy Deliverable to the Commissioner whereupon the Deliverable shall be deemed to be approved.

 

COPYRIGHT

The Company until all fees under 6 have been paid retain all copyright in the

deliverable throughout the world to the extent permitted by law.

 

GRANT OF RIGHT TO REPRODUCE THE DELIVERABLE

Upon payment of all fees copyright in Deliverables shall belong to Commissioner provided that Commissioner gives Company the right to use the Deliverables but only for the purpose of marketing and promotion of the Company.

THE FEE AND OTHER FEES

Fees and other fees shall be paid by Commissioner to Company as described in the Proposal.

Half the Fee shall be paid on or within 7 Days of Commissioner signing the Proposal.

All such fees shall be paid within 14 Days

 

If the Company is instructed by the Commissioner to carry out work outside the scope of that described in the Proposal,  the Company will charge £500 a Day and for part of a Day plus VAT if applicable and in this clause day shall mean an 8 hour day. Any such fee shall be payable within 30 Days after the issue by the Company of an invoice therefor.

The Company shall deliver to the Commissioner invoices in respect of the Fee and any fee pursuant to clause 6.4 plus VAT.

In the event of any delay in paying any sum due under this agreement by the due date, the Commissioner shall pay to the Company interest on the overdue amount at the rate of 8% per annum above Company’s bank’s base rate from time to time. Such interest shall accrue on a daily basis with quarterly rests from the due date until actual payment of the overdue amount, whether before or after judgment. The Commissioner shall pay the interest together with the overdue amount.

 

PROTECTION OF THE COPYRIGHT

The Commissioner shall immediately notify the Company in writing giving full

particulars if any of the following matters come to its attention:

(a) any actual, suspected or threatened infringement of the Copyright in the Deliverable;

(b) any claim made or threatened that the Deliverable infringes the rights of any third party; or

(c) any other form of attack, charge or claim to which the Copyright in the Deliverable may be subject.

In respect of any of the matters listed in clause 7.1:

(a) the Company shall, at its absolute discretion, decide what action to take, if any;

(b) the Company shall have exclusive control over, and conduct of, all claims and proceedings;

(c) the Commissioner shall not make any admissions other than to the Company and shall provide the Company with all assistance that it may reasonably require in the conduct of any claims or proceedings; and

(d) the Company shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.

The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.

 

The Company warrants that:

(a) Upon payment of all fees Commissioner will be will be the sole legal and beneficial owner of, and will own all the rights and interests in, the Copyright of the Deliverable;

(b) the Deliverable is its original work and has not been copied wholly or substantially from any other source.

 

CREDIT

The Commissioner shall ensure that every item in respect of which the Deliverable is used shall bear the notice below in a conspicuous place: – The Animation Guys.

 

VARIATION

No variation of this agreement shall be effective unless in writing signed by the parties.

 

THIRD PARTY RIGHTS

No one other than a party to this agreement shall have any right to enforce any of its terms.

 

FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 30 Days, the party not affected by Force Majeure may terminate this agreement by giving 7 Days written notice to the affected party.

 

NOTICE

Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next Day delivery service at its registered office (if a company) or its principal place of business (in any other case).

Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

 

INADEQUACY OF DAMAGES

The Company shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this

agreement.

 

DISPUTE RESOLUTION PROCEDURE

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it then the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars, together with relevant supporting

documents. On service of the Dispute Notice, the Company and the

Commissioner shall attempt in good faith to resolve the Dispute;

(b) if the Company and the Commissioner are for any reason unable to resolve the Dispute within 14 Days of service of the Dispute Notice, the Dispute shall be referred to the Company’s Chief Executive Officer or Managing Director of the Commissioner (CEO) who shall attempt in good faith to resolve it; and

(c) if the Company and the CEO are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model

Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) on the other party to the Dispute, requesting a mediation and shall send a copy of the ADR notice to CEDR Solve. The mediation will start not later than 14 Days after the date of the ADR notice.

If the Dispute is not resolved within 14 Days after service of the t notice, or either party fails to participate or to continue to participate in the mediation or the mediation terminates without resolution either party may then take proceedings for the dispute to be resolved by the courts of England and Wales in accordance with clause 16 of this Agreement.

 

GOVERNING LAW

This agreement and 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.

 

JURISDICTION

Each party irrevocably agrees that, save as detailed in clause 14 the courts of

England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).