TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1. DEFINITIONS
In these conditions:
a) Nemorin Creative Film & Video Ltd is the ‘Company’ as registered in England and Wales under number 9310870.
b) ‘Customer’ is the person or organisation specified on the Work Order.
c) ‘Work Order’ means the document, with a unique serial number, that, having been agreed in writing by both parties, specifies the services to be provided by the Company and the fees to be paid to the Company by the Customer.
d) ‘Services’ relate to the services and materials that are described on the ‘Work Order.’
e) ‘Specification’ means the technical description (where applicable) of the Services given, referred to and offered in the ‘Work Order’.
2. ACCEPTANCE AND VARIATIONS OF CONDITIONS
a) The details and conditions listed in the approved Work Order will override any other conditions or terms stipulated, incorporated or referred to by the Customer or the Company.
b) Changes to the Work Order cannot be made or be effective unless they are agreed in writing and have been signed by or on behalf of the Company and the Customer.
c) When necessary, the Company may make changes to the quantity, quality and design of services to a reasonable extent.
d) The price for the Services cannot be more than as stated on the Work Order unless the Company has received written approval from the Customer.
3. OWNERSHIP
The ownership and rights specified on the Work Order as supplied by the Company pass to the Customer when payment to the Company has been made.
4. PAYMENT
a) Unless otherwise stated on a Work Order; payment to the Company must be made within 14 days of the invoice date.
b) The full fee is payable for cancellation of the services by the customer within 48 hours of the agreed date for the start of work.
5. SERVICES
a) The Services must be delivered to a high level of competence and offer no less than the quantity, quality and description as stated on the Work Order.
b) The Service provided will adhere to the Consumer Protection Act 1987 at the time of delivery or to the standards and regulations of any other government or regulatory body as stated on the Work Order.
c) If the Customer has a reasonable query related to any of the services or prices on a submitted invoice; the Customer is entitled to query that part of the invoice within seven (7) days of receipt and can hold back payment of the amount that is under query until resolution (each party acting in good faith).
d) The Customer may use any intellectual property which arises from the Services only to the extent needed by the Customer to carry on ordinary business in line with the provision of Services as specified in the Work Order.
e) The Customer will indemnify the Company against any claim from any third party for the infringement of any rights caused by the Customer or their delegates due to any adaptation or use after the warranty of Services, as specified in the Work Order, has lapsed.
f) The Customer will indemnify the Company against any costs or damages that may arise due to any claim for the infringement of any third party rights.
g) The Company will rely on the expertise of the Customer where guidance for the completion of Services is requested and received from the Customer.
6. CONFIDENTIALITY AND PUBLICITY
a) The Customer must ensure that all employees and sub-contractors keep all commercial and technical information, that is disclosed by the Company arising from the provision of Services, strictly confidential.
b) The Customer cannot claim ownership or permission to use any Intellectual Property belonging to the Company, its Clients or associates that are not specified in the Work Order and paid for by the Customer.
c) The Company may only promote an association with the Customer for the services provided for marketing purposes.
d) The Customer must not promote an association with the Company, its Clients or associates without written permission from the Company.
e) The Customer cannot approach any Clients or associates of the Company without written permission from the Company.
7. RESPONSIBILITY FOR INFORMATION
a) The Customer is responsible for the accuracy of all information including, but not limited to, drawings, calculations, packaging details and production Specifications including for video content, voiceovers, scripts and music as stated in the Work Order.
b) The Company is not obliged to make an amendment or undertake any additional work, without further payment being agreed in writing, that is due to an inaccuracy or change to the information provided by the Customer.
c) Unless requested and agreed in writing the Company is obliged to retain Customer data including rushes, images, recordings and documents for no longer than six (6) months from the completion of a Work Order.
8. ASSIGNMENT
a) The Customer’s rights and obligations under the Agreement cannot be assigned to any other party either in whole or part without the written consent of the Company (acting at its sole discretion).
b) Nothing in a Work Order authorises the Customer to enter into a contractual arrangement in the name of or on behalf of the Company.
9. FORCE MAJEURE
The Company has the right to cancel the Work Order whether completed or not and without incurring any liability due to circumstances beyond its control including, but not limited to, fire, lock-outs, strikes, industrial action, war, other hostilities or any acts of restraint by a government or public authority.
10. INDEMNITY
a) Each party warrants that it carries Professional Indemnity, Employers’ and Public Liability Insurance, at the correct level for its business, against any loss, damage, cost of claims, expenses or loss of profit, that may be suffered a result of any negligence, accident or injury whilst carrying out the Services.
b) Each party must be able to produce a copy of its insurance policies when requested by the other party.
11. ETHICAL STANDARDS AND HUMAN RIGHTS
a) The Customer warrants that they do not use slave or under aged labour, as stated in Section 54 of the Modern Slavery Act 2015, in their services or supply of goods and trade with any individual or organisation that employs slave or under aged labour as stated in section 54 of the Modern Slavery Act 2015.
b) The Customer warrants that they are an equal opportunities employer.
12. ANTI BRIBERY AND CORRUPTION REQUIREMENTS
The Company must comply with the highest ethical standards and all anti-corruption laws that are applicable in England and Wales (even if via a third party or otherwise).
13. ENVIRONMENTAL POLICY
Whilst providing the Services the Company will adhere to their environmental policy which is to conserve energy, water, wood, paper and other resources. Also, where practical, to reduce waste, phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and any other substance that is damaging to health and the environment.
14. TERMINATION BY THE COMPANY
Without prejudice to any other rights the Customer may have the Company may cancel the Work Order under the following circumstances:
a) The Customer becomes insolvent, has an arrangement with creditors, if a petition is presented or resolution passed for the Customer to go into administration or receivership or if the Customer has a winding-up order issued against it.
b) The Customer ceases to trade in the ordinary course of business.
c) If the Customer is found to be in breach of clauses 11 or 12 of these terms and conditions.
15. LAW
a) All terms and conditions are governed by and constructed in accordance with English and Welsh Law.
b) Both parties submit to the exclusive jurisdiction of the High Court of England and Wales and therefore will maintain all licenses, permissions, insurances, consents and permits that are needed by law in order to carry out all obligations under these terms and conditions.