Terms of Business
Real Life 3D agree to serve as your content production agency upon the following terms and conditions (“the Terms”), and the placing of business through us constitutes an acceptance of these Terms, subject to any amendments separately agreed in writing. We act in all our contracts as a principal at law.
1 Our services
In consideration of you paying the fees for our services and works in accordance with clause 3 below, we will undertake certain projects for you (the “Project”) and provide the services and works for you which are set out in the proposal document relating to each such Project (the “Proposal”) which will be subject to these Terms.
2 Approvals and Authority
We shall submit the Proposal to you for approval, together with approximate estimates of the fees, costs and timelines for executing our recommendations. “Approval” (and “Approved”) includes authority given by you by letter, email or fax or by your authorised person signing or initialing design,copy, storyboards, scripts, estimates or similar documents. Your Approval of estimates will be our authority to incur costs, purchase material and enter into contracts on the basis of the estimates.
You and we agree that we shall be entitled to accept instructions and Approvals as required by this clause 2 from any individual who is or who holds himself out as being authorised to give such instructions or Approval on your behalf and as may be notified by you to us from time to time (“authorised person”). If any authorised person ceases to have your authority, you will immediately notify us of that fact in writing and you will nominate an alternative person who is to be treated by us as an authorised person.We shall not be liable to you for any delay to the work outlined in the Proposal caused by an authorised person being unavailable when required.
In consideration of our providing services and works to you, you agree to pay us a fee for each Project (“the Fee”) which will be agreed between us before the commencement of any Project. The Fee is exclusive of any Approved third party costs, disbursements and out-of-pocket expenses incurred on the relevant Project which will be charged to you. When applicable, VAT at the ruling rate will be added to all invoices.
We reserve the right to increase the Fee in line with supplemental estimates provided to you if you request us to perform additional services for you, or if there are any material changes or additions to the nature of the work outlined in the Proposal requested by you or if you materially change any agreed timetable in which the work is to be performed.
4 Terms of Payment
You agree to pay 50% of the Fee for each stage of work in advance or pay to an alternative formula agreed between us both prior to work commencing. Invoices in respect of the remainder of the Fee and any disbursements incurred will be submitted to you upon completion of each stage of work and you agree to pay these within 30 days of presentation.
We reserve the right to require you to make one or more payments on account in respect of any disbursements or expenses which may be incurred at your request or with your Approval in connection with the Project work.
You must advise discrepancies on invoices in writing within 14 days of receipt by you to allow any investigations to take place as soon as possible.
If you have any reason to dispute payment for any item identified in an invoice, you will notify us of the disputed item within fourteen days of receipt of the invoice and you will work constructively with us to resolve any dispute. Notwithstanding any such dispute, you will pay the balance of the sum due on such invoice (excluding the disputed item) by the due date.
If you do not notify us of any dispute within 14 days after the date of receipt of any invoice, that invoice shall be deemed accepted by you.
If you fail to settle any invoice by the due date you shall be liable, without reminder and without prejudice to any other rights we may have, for interest of 2.5% per month (or part thereof) with effect from the date on which the invoice was due to be settled.
Without prejudice to any other rights we may have, if you fail to settle an invoice by the due date we shall be entitled to refuse the further performance of our obligations and to suspend per formance of the relevant Project, without incurring any liability to you for any loss caused by such delay or cancellation.
Any interest charges, surcharges of other costs or losses incurred by us to third parties as a result of your late payment will be invoiced to you and will be payable immediately.
5 Terms of Business with Third Parties
Our contracts with third parties in connection with each Project are made in accordance with standard or individual conditions and contracts (“the Contracts”).You accept, and agree to comply with the terms of such Contracts and acknowledge that work required by you can only be carried out within, and subject to the provisions of the Contracts, including, without limitation the provisions relating to cancellations, omissions and deadlines.
6 Your Property
Any property that you make available to us for any purpose in connection with a Project shall be and shall remain at all times at your risk.You will be responsible for your property when in the hands of the media, production companies or otherwise. In the absence of negligence on our part we shall have no liability for the loss of, damage to or misuse of such property.
7 Copyright and other rights
We warrant that all work produced by us hereunder (with the exception of any artwork and materials provided by you to us or any artistic literary or musical work which you have Approved for use in any of our works but the copyright in which we have told you is owned by another person) is or will be our original work and not copied wholly or substantially from any other work or material and that your exercise of the rights assigned to you will not (subject to any limitations mentioned in any such assignment) infringe the rights of any third party.
If we pitch for business with you in competition with any other agency and you do not appoint us to carry out the work for that particular project we shall retain all Rights and Property in any material contained in any presentation made in competition with any other consultancy.
Rights in materials or works provided by third parties for your benefit will belong to those third parties unless you have agreed to purchase and have paid for the assignment of those materials or works specifically to you. At your written request, we shall endeavour to obtain, if available, an assignment of or such licence for the use of such Rights from a third party provided that you pay all costs and expenses involved.
Upon termination of our dealings with you or on completion of each Project, unused or unpublished materials and ideas prepared or commissioned by us shall remain our property and shall not be used by you.
We will keep in our care the Property and shall use our reasonable endeavours to ensure that there is no unauthorised use of, damage to, or destruction of such property. We shall be entitled to dispose of all such material left in our custody after 1 year, or after giving notice to you at such earlier time as we think reasonable.
We shall at your request and expense do all acts and execute all documents which may be necessary to confirm your title to those of the Rights which it has been agreed will be assigned to you, whether in connection with any registration of title or otherwise.
You agree to provide us with accurate information regarding your products, goods and services and to check all material and works prepared by us for accuracy. You will inform us promptly if any work prepared by us is inaccurate, misleading or false or to the best of your knowledge likely to give rise to any civil claim or to contravene any legislation, court order or undertakings given by you.
9 Legal Liability and other claims
We shall not be liable for any delay in, or omission of, publication or transmission, or any error or claim arising from the Project or any material prepared, provided or commissioned (or which ought to have been prepared, provided or commissioned) which is not due solely to our negligence.
You will indemnify us and our officers, directors, agents and employees against any loss, claims, damages, liabilities and expenses we may incur as the result of - any material prepared or commissioned for you by us and approved by you before use or publication, the use of your property, the negligence or any acts and omissions of you and your employees and agents in the performance of your obligations under these Terms.
We shall not be liable to you for any act or omission to the extent that such act or omission arises from any event outside our reasonable control. If we are prevented from fulfilling our obligations under these Terms by reason of any event outside our reasonable control, we shall not be liable for any breach of contract and shall be entitled without any liability to you to extend the time or times for delivery of the services or for performing our obligations under these Terms by a period at least equivalent to that during which such delivery or performance has been prevented by such event.
11 Termination Provisions
The arrangement between us which is subject to these Terms may be terminated by either party giving the other not less than 8 weeks notice in writing. Our respective rights, duties and responsibilities shall continue in full force during the period of notice.
We shall be entitled to receive the Fee during the period of notice, save where termination is due to our default. If the amount of the Fee payable during any notice period cannot be agreed then the amount payable will be calculated on the basis of the average Fee paid for works under taken by us during the four months, or such shorter period as is applicable, prior to the date of termination. In addition we will continue to invoice you for all other materials and services approved by you which we provide and perform.
On termination you shall remain liable for all sums due to us and any third parties under these Terms up to and including the end of any notice period. The termination shall not affect our respective rights or remedies in respect of any antecedent breach of these Terms and the termination shall not affect any provisions in these Terms which are expressed to remain in full force and effect notwithstanding such termination.
12 Restrictive Covenant
You agree that you will not endeavor to entice away from us any employee of ours that has worked on any Project, for a period of 1 year after the end of that Project.
13 Confidential Information
In this clause, “Confidential Information” means all and any information concerning our or your business or finances, including (without limitation) all recommendations, concepts and materials shown by us to you.
You shall not at any time use or disclose without our permission any Confidential Information relating to us or our business or disclose the contents of or make any documents supplied by us in connection with the Project available to any third party, either in whole or in part, or use them for any purposes other than those for which they were handed over, or make any copies of such documents.
We shall not at any time use or disclose without your prior written permission any Confidential Information relating to you or your business or disclose the contents of or make any documents supplied by you in connection with any Project available to any third party, either in whole or in part, or use them for any purposes other than those for which they were handed over, or make any copies of such documents.
The provisions do not apply to information already in the public domain or information which comes into the public domain other than as a result of a breach of these Terms or which we or you are required to disclose pursuant to any statute, regulation or order of any court or regulatory authority.
These Terms together with the summaries of and estimates for works set out in each Project summary represent the entire agreement and understanding between us and you (and therefore supersede any previous agreement or arrangements).
The waiver by us of any breach of these Terms shall not prevent their subsequent enforcement and shall not be deemed to be a waiver of any subsequent breach.
We reserve the right to use the services of people other than our own employees and executives when carrying out a Project.
Any notice required to be given under these Terms shall be in writing and delivered personally or sent by first class post to our or your registered office for the time being as the case may be.
These Terms shall be governed by and construed in accordance with English law.