TERMS & CONDITIONS OF SALE
These Terms and Conditions shall govern each and every order and shall form part of the agreement between us. Upon acceptance of an Aniboxx Proposal via email acceptance, digital signature or written acceptance, you as the client are accepting all of these terms and conditions outlined on this page. No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties. The headings in these Terms and Conditions are for convenience only and do not form part of the agreement between us.
The words below are agreed to mean as follows:-
“Intellectual Property Rights”
The product, video production, event or new media project that we have agreed to develop and produce for you in accordance with the agreed Proposals/Budget supplied to you in email format.
The agreed fee for the work carried out by us as set out in our Proposals/Budget supplied to you in email format.
All copyright, design rights, registered designs, trademarks, patents, confidential information, ideas, moral rights and all other rights whatsoever whether those rights are registered or not.
The Product shall be produced by us in accordance with our Proposals/Budget supplied to you in email format prior to the commencement of contract.
- YOUR OBLIGATIONS
You agree that you will:
(a) supply us with all source materials to be provided by you for incorporation into the Product by the dates and times specified by us and in the format requested by us;
(b) co-operate with us in the development and production of the Product;
(c) formally approve and sign off various stages of the production process upon request by us.
(d) supply us with a purchase order number, or other written instruction as evidence of acceptance of these terms.
You agree that you will pay us:-
(i) the 50% of the Fee in cleared funds at time of order and prior to commencement of production, as detailed in our written proposal (unless another % was otherwise agreed upon in Aniboxx’ proposal or in writing)
(ii) the remaining amount of the Fee and any agreed extras payable in line with the schedule detailed in our written proposal.
(a) We offer account terms on a discretionary basis and our agreement to such terms will only be effective if in writing and signed by us.
(b) We may issue “pro–forma” invoices as an invitation to pay and then issue a “full” invoice when payment has been received and cleared.
(c) All terms quoted and payable are exclusive of VAT which will be added where appropriate. We do not operate any duty exempt routines and VAT is payable at the current rate on all figures where appropriate.
(d) When we incur out of pocket expenses on your behalf in a currency other than sterling, the re–charged exchange rates are calculated based upon an “actual costs to us” whether for credit, cash, American Express or any other type of transaction. (e) Our quotations may or may not include out of pocket expenses. If they are not included, then actual necessary costs will be subject to our standard agency handling fee of ten percent (10%). No expense will be committed to without prior notification/agreement.
(f) Any late payment shall attract interest at the rate of 5% per month and any late payments, which extend beyond 90 days of the agreed payment date, will incur a penalty fee of £2,750 (+VAT) charged to you from the 90th day onwards. You will also be liable to reimburse us for any legal costs incurred in connection with recovery of any late payment under this agreement.
- ADDITIONAL COSTS
We reserve the right to charge additional costs as follows:-
(a) for amendments to the Product requested by you which go beyond the initial product specifications agreed at outset of this agreement;
(b) for any third party liability incurred by us (for which a fee or cancellation fee is payable by us) as a result of changes to the specifications requested by you;
(c) if you fail to meet approval dates / sign off stages of the production in accordance with our requests and additional costs arise out of such delay. (You acknowledge that changes to the Product may become more complex if you do not formally approve and sign off stages of the production process in accordance with our requests and that failure to do so may result in an increase in the Fee and / or delay in delivery dates);
(d) if there are delays in supply of source materials, collateral, products, services or personnel organised by you or your representatives and / or problems encountered by us in the functionality or usability of such materials or services resulting in additional costs. (You acknowledge that the Fee, time–line and delivery dates are dependant upon the availability, functionality and usability of such materials and services).
(e) We shall give you prior written notice of any additional costs and shall not incur such additional costs without your prior approval. Such costs shall be added to the Fee to the final instalment payable unless otherwise agreed by the parties.(f) If for any reason you may want to pull out of the project due to dissatisfaction of services, or not being able to afford our you will still A cancellation fee of which.
- INTELLECTUAL PROPERTY RIGHTS;
(a) All Intellectual Property Rights of whatever nature in material devised by us including any characters or graphics assets designed by us and our employees or agents will vest in and belong to us. You agree to do what is reasonably required in order to vest such rights in us or to evidence the same if appropriate.
(b) We hereby grant an exclusive royalty free licence to you to use the Intellectual Property Rights for non-broadcast, corporate use throughout Europe to a non-paying audience for the full period of protection of such rights and any extensions or renewals thereof. The licence shall take effect on receipt by us of all payments due under this agreement. You acknowledge that we clear the rights in all material only for the use set out above unless otherwise requested by you in writing and agreed by us in writing. We exclude liability for any claims made against you for use of the Product in any way other than that licensed here under. Whilst the intellectual property of the assets created by Aniboxx belongs to Aniboxx, unless otherwise purchased, Aniboxx agrees to not use the assets outside of engagement with The client party or the creative project, unless instructed or requested to do so.
(c) You hereby grant to us a non-exclusive royalty free licence to use all materials supplied by you for the purposes of this agreement.
(d) You hereby warrant that you have obtained all necessary rights, permissions and licences for the use of all materials supplied by you to us. For the avoidance of doubt this includes all third party or voice-over references.
(e) You warrant that nothing in any material supplied by you is defamatory or subject to any other legal restriction.
(f) You undertake to indemnify us fully and defend us at your own expense against all costs and losses whatsoever incurred by us, our employees or agents as a result of any claim made against us or any of them as a direct or indirect breach by you of any part of this clause. Neither party to this agreement shall disclose to any third party any confidential business, information or future plans of the other party at any time acquired during the existence of this agreement and no reference is to be made to the terms of this agreement by the parties in any advertising, publicity or promotional material without the prior consent of the other party.
- MORAL RIGHTS / CREDIT
You acknowledge that we assert our moral rights generally in respect of the Product under the Copyright, Designs and Patents Act 1998 and in particular to be credited on the Product in such a manner as the parties will agree. You agree not to make any substantial changes to the Product (whether by editing or otherwise) without our prior written approval.
We reserve the right to use the Product for the purposes of our own advertising and you accept that the Product shall form part of our library of works in this respect.
(a) Our budget estimates are subject to an errors and omissions excepted clause.
(b) Our employees and directly contracted freelancers are covered by our professional liability cover.
(c) Any goods with significant value that are loaned to us (including in transit) in the course of the production should be detailed in writing. We may wish to increase our insurance cover for such items and as such will re-charge any costs associated with increased insurance costs to you.
- COLLECTION OF MATERIALS
On completion of the job, you agree to arrange for collection of all materials provided by you within thirty (30) days of completion of the job unless agreed otherwise. If these are not collected within thirty (30) days or within the agreed time period, we reserve the right to responsibly dispose of them on giving you not less than fourteen (14) days prior notice.
You undertake that you will not during the period commencing on the date of this agreement and terminating twelve (12) months from delivery of the Product, entice, solicit or engage any person who was an employee or a consultant or otherwise engaged by us during such period and whilst we both consider this restriction to be reasonable we agree that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction shall continue to apply but with such restriction(s) necessary to enable its validity.
We are a member of and are bound by the rules of the Mechanical Copyright Protection Society (MCPS) and where appropriate license all music / compositions used with the MCPS.
- DATA PROTECTION ACT
We are registered under the Data Protection Act 1984 and reserve the right to store and collect mechanical and/or electronic data relevant to the Product. You undertake that you will not collect any data from or via the Product without obtaining the appropriate registration under the Data Protection Act 1984 and complying with your obligations under the Data Protection Act.
You undertake to fully indemnify us against all liabilities, claims, demands, actions, costs, damages and losses arising out of any breach by you of any of the terms hereunder. In the event of any claim, dispute, action, writ or summons against you, you agree to provide full details to us at the earliest opportunity and shall not settle any such matter without first consulting us.(a) If at any stage you decide not to proceed further with the production of the Product you shall in any event be liable to pay us a 5% cancellation fee quoted in our proposal, together with all sums due under this agreement prior to the cancellation.
(b) In addition to any other rights and remedies at law, either party may by written notice to the other party to terminate this agreement with immediate effect in the following circumstances:
(i) where the other party has committed any serious breach of its obligations under this agreement and (if the breach is capable of remedy) has failed to remedy such breach within fourteen (14) working days of receipt specifying the breach and requiring remedy; or
(ii) where the other party goes into voluntary or involuntary liquidation or is declared insolvent either in bankruptcy proceedings or other legal proceedings or has reached an agreement with creditors due to its failure or inability to pay its debts as they fall due, or where a receiver is appointed over the whole or part of its business.
(c) Without prejudice to sub-clause (a) of this clause and notwithstanding the termination of this agreement for whatever reason, you shall remain liable to pay us all sums due on or prior to the date of termination and all provisions of this agreement expressed to remain in effect after termination shall remain in full force and effect.
- LIABILITY/FORCE MAJEURE
(a) Subject to sub clause (b) below, our liability for any loss or damage consequential or otherwise and howsoever caused whether in tort (to include without limitation for negligence) or contract or otherwise shall not exceed the amount invoiced by us to you in respect of the agreement.
(b) We accept no responsibility for and bear no liability for any viruses in the Product discovered subsequent to delivery of the Product to you and acceptance by you.
(c) If either party is affected by any circumstances beyond the reasonable control of that party (“Force Majeure”) it shall forthwith notify the other party of the nature and extent thereof. Neither party shall be liable to the other for delay in performance, or non-performance of any of its obligations under this agreement when due to any Force Majeure of which it has notified the other party and the time for performance of that obligation shall be extended accordingly.
(a) Neither party shall assign the benefit or burden of this agreement without the prior written consent of the other party.
(b) No waiver, variation or amendment of this agreement shall be valid unless made in writing and signed by both parties.
(c) Nothing in this agreement shall be deemed to constitute a partnership between the parties and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner of the other party.
(d) You shall execute such deeds and documents and take such steps as may be required to confirm to us any rights granted to us hereunder.
(e) The UK shall be the place of first publication of any material on the Internet.
(f) Notices will be deemed to have been served (if delivered by hand) upon delivery or (if sent by first class post) two (2) days after being so sent or (if transmitted by facsimile or by electronic mail) when dispatched.
(g) Either party may notify a change of address, facsimile or electronic mail to the other party, such notification to be effective five (5) business days after the notification is given.
(h) This agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Court.
17.1 The services we shall provide to our customers, the price(s) to be paid for such work, the dates for delivery and other relevant details are as agreed with our customers from time to time in relation to each order. Where alterations to the services to be provided are proposed during the course of the work these shall be agreed in writing before the work proceeds.
17.2 Unless otherwise agreed in writing, payment to us for the work to be undertaken is due on receipt of order and, if applicable, all fees are payable plus value added tax at prevailing rates.
17.3 In addition to the prices/fees agreed, customers agree to pay our reasonable out of pocket expenses, including, without limitation, postage and packing.
17.4 We will use our reasonable endeavours to abide by the dates agreed for delivery of Supplies. Customers agree to supply the Materials in sufficient time for us to process each order and we will not be liable where failure to deliver as agreed is caused by customers’ delay.
17.5 We will not be responsible for any delay or failure to deliver material to customers caused by circumstances beyond our control, such as Acts of God, fire, strikes, failure of subcontractors or suppliers to supply material required. Where such delay occurs, our obligations to customers shall be suspended for the period of the delay.
17.6 Where the customer does not confirm in writing acceptance of the Supplies within 7 days of delivery, the Supplies are deemed accepted at the earlier stage of the expiration of that 7 day period or the customer’s first use of the Supplies. Where the Supplies are rejected by the customer, whether in whole or in part, we shall endeavour to correct the Supplies to ensure compliance with these terms and conditions.
17.7 Where payment is not received within the timescales agreed in respect of the job we reserve the right to charge interest and administration fees in relation to the payment amounts overdue.
18.1 “Supplies” means all CDs, CD-Rs, video tapes, DVDs, disks and other media we provide to each customer but does not include Materials. “Materials” means the films, CD’s, CD-R’s, video tapes, DVDs and scripts, data files or disks and other materials each customer is to provide to us in order for us in order to perform our services to that customer .
18.2 Customers agree that performance of the services we provide to that customer will not infringe any law or regulation, including, without limitation any law of copyright or similar law, or any contract (including, without limitation, any licensing agreement) to which that customer is a party or to which that customer is bound or to which the Materials are subject, and that the Material is not obscene, blasphemous or defamatory and will not adversely reflect on our public perception or image.
- Indemnity and Limitation of Liability
19.1 We agree that until such time as the Supplies are delivered and approved by a customer, we will indemnify that customer against all damages awarded by a court in England and Wales incurred by that customer as a result of a breach of clause 4 by us.
19.2 Customers agree to indemnify us against all claims, demands, losses, damages, costs and expenses incurred by us as a result of breach by that customer of any provision of these terms and conditions, law or regulation and as a result of any third party legal action or threatened action in relation to the Material or through our involvement with that customer.
19.3 Save as provided above, customers agree our liability for breach of these terms and conditions or any other liability of us to that customer shall be limited to the total value of the contract and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit its liability to the other for death or personal injury caused by negligence. 19.4 The termination of our contract with any customer shall not affect the provisions of this clause which shall continue thereafter.
- Confidential Information
20.1 Any information about us or our customers or about our procedures or our customers’ products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations hereunder and not disclosed save as permitted hereunder, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.
20.2 The termination of any contract between us and our customers shall not affect this clause.
20.3 We shall be entitled to make reference to our relationship with any customer in our publicity material.
- Customers’ Obligations.
21.1 Customers undertake to supply Materials and other resources to us promptly as agreed between us.
21.2 We do not check the accuracy of data supplied on materials supplied by the customer. The customer must satisfy themselves that the materials supplied to us are accurate, complete and finalised to their satisfaction before submission to us. We cannot be held responsible for any mistakes or omissions that appear on source materials.
21.3 Any goods supplied to the customer remain the property of Hallmark Productions until full payment for the goods has been made by the customer.
21.4 Our insurers will not provide insurance cover for any data, recordings, tapes discs or any other materials lost or damaged by us whilst in our possession. Therefore, it is the responsibility of the clients to ensure that they have a backup of all and any materials supplied to Hallmark Productions before they are submitted to us, as we are unable to accept liability for any loss damage whatsoever to any materials given to us by customers or their agents.
22.1 These terms and conditions shall continue until either performance of the work contracted for, or where an on-going work commitment is signed may be terminated on thirty days’ notice from either party to the other given at any time save as provided below.
22.2 Where one party is in breach of these terms and conditions, the other may serve written notice to terminate the contract forthwith, save that where the breach can be remedied, 7 days notice to remedy shall first be given and where remedied such termination shall not take effect.22.3 Our customers or ourselves may terminate the contract forthwith by written notice where the other goes into liquidation or is declared bankrupt or otherwise is unable to pay its debts as they fall due.
23.1 No variation of these terms and conditions will be valid unless agreed in writing. 23.2 Customers may not assign their contracts with us without our prior written consent.
23.3 These terms and conditions, and the documents and agreements (electronic or otherwise) referred to herein set out the entire agreement between ourselves and each customer.
23.4 All representations, warranties or other assurances made by or on behalf of us other than as set out herein, and whether on our website or otherwise, do not form part of these terms and conditions nor shall they be legally enforceable or actionable.
23.5 If any provision of these terms and conditions is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions hereof all of which shall remain in full force and effect.
23.6 No forbearance or delay by us in enforcing rights hereunder will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.
23.7 Nothing herein shall constitute or be deemed to constitute a partnership or joint venture or the relationship of partnership and agent or employer and employee.
23.8 All notices shall be in writing and sent to the customer at its address notified to us, or to us at our address given in correspondence, or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally by first class prepaid letter or facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by post 48 hours after posting and if by facsimile transmission when despatched (with successful transmission report).
23.9 These terms and conditions shall be governed by English law and we both submit to the non-exclusive jurisdiction of the English courts in relation to any dispute hereunder.
- Virus Protection
Aniboxx` software’s antivirus procedures are based upon the wider requirement to protect our client masters from any unauthorised “change and modification” while in our care.
In order to achieve this we ‘Write Protect’ masters as they arrive on the premises and do not ‘load’, ‘run’ or ‘execute’ any programs or data files from client duplication masters. (Write protecting a disk prevents infection/modification).
During the duplication process we compare a sample of copies against the master to ensure they are the same, and prior to despatch we conduct a virus check on a sample from the duplicated batch (PC disks and CDs only).
While we make every effort to ensure we do not ‘infect’ client disks, or ship duplicated disks with viruses, we do advise clients to satisfy themselves that disks are virus free prior to onward shipment or internal use. Due to the ever changing nature of viruses, we cannot guarantee absolutely that disks are virus free.
We currently subscribe to Norton Antivirus on a regular update basis. Please call for our current version. We especially recommend that clients distributing disks and CDs in Macintosh format conduct their own virus checks prior to use.
We make every effort possible to ensure the quality, integrity, and performance of all CDs or DVDs or USBs duplicated by us. However, we do not check the accuracy of data supplied on materials supplied by the customer. The customer must satisfy themselves that the materials supplied to us are accurate, complete and finalised to their satisfaction before submission to us. We cannot be held responsible for any mistakes or omissions that appear on source materials.
Only high quality media is used, and not only are quality controls applied at each stage of our duplication procedures, but a high proportion of completed disks are sampled and tested at the end of the duplication run.
Where we know that the CDs, DVDs, USBs or files may be used on a variety of different versions of a given computer (or example the games market) we do whatever possible to test the dupes on different machines. (We cannot guarantee to have conducted tests on all the possible variations however).
For these reasons we have every confidence that the CDs, DVDs, USBs or files supplied to you are of high performance and fault free.
However, because the performance of software and CDs or DVDs is a function of the interplay between the two; the machine they are applied to; and to the operator, we cannot accept responsibility for the performance of disks once they have been onwardly distributed (sold or freely) from yourselves.
It is incumbent upon you as our client therefore to satisfy yourselves before onward shipment that your own standards have been met.
If there is ANY quality shortfall, please contact us immediately and steps will be put in hand forthwith to ensure you get what you have paid for, and we have promised.Proprietor Aniboxx Ltd