UNION VISUAL EFFECTS LIMITED STANDARD TERMS AND CONDITIONS OF BUSINESS

UNION VISUAL EFFECTS LIMITED

STANDARD TERMS AND CONDITIONS OF BUSINESS

1. INTRODUCTION
   1. You, the client (“Client”), have engaged us, Union Visual Effects Limited (“Union”) to provide a range of post-production services to you.
   2. You agree that the Services shall be supplied in accordance with these Standard Terms and Conditions of Business (“Terms”) and that your instruction for us to commence Services will constitute an acceptance of these Terms.  The project specifics and deliverables, along with the commercial terms of the engagement, shall be set out in one or more quotes provided by us or in an agreed statement of work or creative brief we issue (together “Project Brief”).  These Terms are incorporated into the Project Brief by reference and together, constitute the entire agreement (the “Agreement”).
       
2. DEFINITIONS
   1. The following terms shall be interpreted as follows:

2. SERVICES
   1. We shall supply the Services in accordance with the terms of the Agreement.
   2. You shall co-operate with all reasonable requests from us in regard to the Services, act in good faith towards us at all times and shall provide us with prompt feedback on any Deliverables where requested.
   3. We shall not be liable for any delay in the performance of the Services caused by you as a result of a failure to supply prompt feedback/approvals, or any Client Materials which are required by us as set out in a Project Brief to provide the Services.  Where such delays occur you agree that we can charge for any delay on the basis of our standard rates.
   4. You shall be solely responsible for ensuring that all information, advice and recommendations given to us either directly or indirectly by you or by your employees, freelancers or agents is accurate, correct and suitable and acceptance of or use by us of such information, advice or recommendations shall in no way limit your responsibility hereunder, unless we specifically agree in writing to accept responsibility.
   5. We shall assign personnel whom we consider appropriate to perform the Services and we may at any time at our discretion, assign, re-assign, or substitute personnel or appoint sub-contractors to carry out all or any of our obligations under the Agreement.
       
3. DELIVERY and acceptance
   1. Delivery of the Deliverables shall be in accordance with the specific Project Brief and we shall use commercially reasonable efforts to deliver the Deliverables by any agreed delivery dates or on a timely basis. All dates and/or times specified in a Project Brief for performance of the Services or delivery of the Deliverables are given in good faith but are not guaranteed by us.
   2. Unless otherwise agreed in the Project Brief, you shall review the Deliverables and shall notify us within two (2) days if there is a material defect or material non-conformity against the agreed specification as set out in the Project Brief and we shall remedy, correct and re-deliver the Deliverables to you as soon as reasonably practicable.
   3. In the event you do not notify us of any defect within two (2) days then you shall be deemed to have accepted the Deliverables.
   4. You shall not unreasonably withhold, delay, or condition acceptance of the Deliverables at any time.
   5. You shall be deemed to have accepted the Deliverables if the Deliverables are used in a commercial manner or are publically released.
       
4. Fees and PAYMENT
    
   1. In consideration of the provision of the Services by us, unless otherwise agreed in an applicable Project Brief, you shall pay the fees set out in the Project Brief as follows:
      1. 10% payment due within seven (7) days of Project Brief acceptance; and
      2. 45% after the date of turnover to Union to commence work on the Deliverables, due within thirty (30) days from the date of invoice. 
      3. 45% after the date of delivery of the final Deliverables, due within thirty (30) days from the date of invoice.
   2. For the avoidance of doubt, project commencement may include commencement of the project on the basis of your instruction by email.
   3. We shall have the right to amend any Project Brief in the event that additional costs are incurred, or likely to be incurred, by reason of:
      1. material changes by you or any third party in your requirements for the Services or Deliverables;
      2. any Client Materials supplied to us for use in connection with the Agreement which, in our reasonable opinion are in any way defective, in an unsuitable quality or format or a different format to that which we are expecting to receive;
      3. any information supplied by you or any third party in connection with the Agreement and the Services being inaccurate or incomplete, or failing to give us a full and accurate indication of the work involved and/or time and resources required; or
      4. exceptional circumstances outside of our control, including changes in third party costs and/or currency fluctuations, provided that we use reasonable endeavours to mitigate such costs.
   4. We shall be entitled to charge for any additional required on-set attendance and/or meeting attendance as requested by you from time to time at the rates set out in our rate card.  Such costs shall be agreed with you in advance.
   5. You shall pay the fees due under the Agreement without deduction or set-off together with any VAT invoiced and payable thereon. You shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by you to us pursuant to the Agreement.
   6. In the event payment is delayed, we may charge you interest on any overdue payment at the rate of 4% over base rate of the Bank of England from time to time.
   7. Without prejudice to any of our other rights under the Agreement or otherwise, we may suspend performance of the provision of the Deliverables and our obligations under the Agreement where you are overdue in paying the fees or other costs set out in the Agreement and we have provided written notice to you of such overdue fees and you have not remedied such non-payment within 7 days of receipt of such notice. We shall not be liable for any delay caused to the Services as a result of such suspension.
       
5. IPRS
   1. 1. All copyright, design right, registered designs, trademarks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature worldwide whether registered or not of whatever nature in material devised, created or commissioned by Union, in supplying the Deliverable and Services under the Agreement will vest in and belong to Client upon payment of Client of the fees.
      2. The assignment rights in clause 6.1.1 above shall apply only to those ideas, concepts, proposals and parts of the Deliverables which Union is specifically requested to proceed with and not to any original ideas, concepts or proposals pitched or suggested to you but not further explored by Union for you hereunder, all of which shall be retained by Union. 
      3. All IPRs in the Client Materials shall belong to you and you hereby grant to us a non-exclusive, transferable, sub-licensable, royalty-free licence to use your Client Materials to the extent necessary for us and/or our suppliers to provide the Services and the Deliverables.
      4. You acknowledge and agree that we (or our third party licensors) shall retain ownership of all rights, including IPRs, in and to our proprietary software, development tools and utilities (in source code and object code) including any models, rigging and animation data, libraries, engines, subroutines and technology that predate the Agreement or are of general applicability in digital and interactive production and any modification, adaptation or improvement of the foregoing, including as described in the Project Brief (together “Union IPRs”), and we shall not at any time be required to deliver to you any Union IPRs whatsoever as part of the Deliverables.
      5. You agree that if in the course of performing the Services we discover or devise any techniques or know-how, all rights to such techniques and know-how shall belong to and vest in us and shall be deemed to be Union IPRs for the purposes of the Agreement.
   2. You agree that we may use third party IPRs in and as part of the Deliverables. Such third party IPRs will remain vested in the third party proprietor and to the extent you are granted the right and ability to make use of the same, you may use it only on the licence terms applicable to such third party materials. You further acknowledge that we give no other warranties or undertakings in relation to the third party materials.
       
6. CONFIDENTIALITY
   1. All information or materials provided to one party by the other party (or by a third party on their behalf) and all information that a party and those working for it or on its behalf may hear, see, or derive in connection with the Services hereunder, which are not the subject of general public knowledge, shall be deemed to be Confidential Information.  Each party shall not, during or after this engagement, disclose or use any such Confidential Information without first obtaining the other party’s written authorisation. Each party shall, at the other party’s request, require those engaged by a party to sign agreements, in which such persons agree not to use or disclose the Confidential Information.
   2. Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in either party’s possession before receipt; (b) is or becomes a matter of public knowledge through no fault of either party; (c) was rightfully disclosed to either party by a third party without restriction on disclosure; or (d) is developed by either party without use of the Confidential Information as can be shown by documentary evidence. Either party may make disclosures to the extent required by law or court order provided either party makes commercially reasonable efforts to provide the other party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed the other party to participate in the proceeding.
       
7. CANCELLATION
   1. Without prejudice to any other rights or claims, each party may fully or partially cancel this Agreement by a written notice, in case of:
      1. Material breach. In the event that the other party materially breaches any term (including non-payment of any sum due) and fails to remedy the same within 28 days of receiving written notice of the same. In addition, in the event that you fail to make any payment due hereunder by the due date therefore we shall be entitled to suspend the provision of all or part of the Deliverables until such time as such payment is received in full;
      2. Permanent failure to comply. Compliance with an enforceable obligation under the Agreement by the other party becomes permanently impossible;
      3. Bankruptcy. The other party is declared bankrupt or has been granted suspension of payment, whether or not temporary; or
      4. Termination for legal cause. Either party may immediately suspend performance if an applicable law or an applicable government or court order prohibits such performance.
   2. Notwithstanding clause 8.1 and without prejudice to any other rights or remedies available to you, you may give us seven (7) days’ written notice of cancellation of this Agreement (and any Services to be provided in respect of an Project Brief thereunder) for convenience.
   3. Unless otherwise stated in a Project Brief you shall be liable to pay us the following amounts for termination under this clause 8:
      1. Payment  for all Services provided up to the date of termination;
      2. Payment for all reasonable third party costs which Union has committed to in respect of the Services, provided that Union has used reasonable endeavours to mitigate against such costs; and
      3. For termination under clause 8.2 only, a cancellation sum equal to one months' provision of the services by Union of the Services under the relevant Project Brief as a pro rata amount of the total fees payable under the Project Brief.  Where there is less than one month left for the provision of Services then the balance of the total fee under a Project Brief shall be payable.
   4. We may terminate this Agreement in an event of Force Majeure, as per clause 10 with no further liability to you.
       
8. LIABILITY AND INDEMNITY
   1. We warrant to you that we shall:
      1. perform the Services in a professional and workmanlike manner and using no less than reasonable care and skill; and
      2. deliver the Deliverables in accordance with the Project Brief in all material respects.
   2. Except as expressly stated, we give no warranty or representation and all warranties, whether express or implied, are excluded to the fullest extent permitted by law.
   3. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law.
   4. Subject to clause 9.3 and without prejudice to any other provision of this Agreement, you agree that:
      1. the Agreement states the full extent of our obligations and liabilities in respect of the Deliverables and performance of the Services;
      2. under no circumstances shall we be liable for any indirect, special or consequential loss or damage whatsoever, or for any loss of business profits, business interruption, depletion of goodwill, loss of use or corruption of data or software, whether on a direct or indirect basis; and
      3. our entire liability for any direct loss suffered by you under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to £150,000 (One Hundred and Fifty Thousand Pounds).
   5. You shall indemnify and hold us harmless from and against all claims or proceedings and all loss and damage of any kind, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, us as a result of or in connection with:
      1. any defamatory or libellous matter or any infringement or alleged infringement of a third party’s IPRs or other rights arising out of the supply or our use of the Client Materials in relation to the Deliverables and/or in the course of carrying out the Services; and
      2. any breach by you, including your officers, employees, freelancers and agents of any of the terms in this Agreement.
   6. Clause 9.5 above shall apply whether you, or your officers, employees, freelancers or agents, have been negligent or otherwise.
   7. Any recommendations or suggestions by us relating to the use of the Deliverables are given in good faith but it is for you to satisfy yourself of the suitability of the Deliverables for their own particular purpose. We shall not be responsible for ensuring that the Deliverables comply with any legal or regulatory requirements relating to content in any territory where services are being exploited.    
       
9. FORCE MAJEURE

Neither party shall be liable to the other for any failure, delay or interruption in the performance of any term under the Agreement due to a Force Majeure Event that makes performance of the Agreement illegal, impossible or commercially impracticable.
 

11. INSURANCE
    1. We shall take out, maintain and keep effective at all times such insurance policies with reputable insurers as are sufficient to protect ourselves against any and all risks as is necessary or usual for loss or liability which may occur or we may suffer arising out of the Agreement.
    2. You acknowledge that it is not possible for us to obtain insurance against any loss arising from loss or damage to Client Materials or any other materials of any kind supplied by you to us (whether in our possession or otherwise) and it is your responsibility to ensure that you have appropriate back-up copies of all Client Materials and you shall insure all Client Materials to their full value against all risks.  You agree that we shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Client Materials.
        
12. PUBLICITY RIGHTS

We may publicise, advertise and market the Deliverables on our website(s), reels, in pitches to third parties, on social media site(s), blog(s), and awards submissions or in any other manner, as we may decide in our sole discretion, without your prior written consent once the Deliverables have been publicly released.
 

13. DATA PROTECTION

It is not intended that we process any personal data as part of the Services.  However, if the Services do comprise the request to process any personal data then the parties will enter into a separate data processing agreement.
 

14. GENERAL
    1. No variation of the Agreement (including any of the Services or Deliverables to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, a representative of the parties. No employee, freelancer or agent of ours has the power to vary this Agreement orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.
    2. In the event of any conflict between the Terms and the Project Brief, then the terms in the Project Brief shall apply.
    3. Any notice or other communication required to be given under this Agreement or otherwise in writing may be sent by first class pre-paid post to Union VFX at 18 Rathbone Place, London, United Kingdom, W1T 1HX for the attention of the legal team.  Any notice sent by first class post shall be deemed received two working days after the date of posting.
    4. A waiver of any right or remedy under the Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy. 
    5. No partnership or joint venture is intended or created by the Agreement and neither party shall have authority to act as agent for, to bind, the other party.
    6. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.  
    7. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
    8. The Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.