TERMS AND CONDITIONS...
Wright Walker Productions is the trading name of Wright Walker Productions Limited.The following will also apply to our collaboration name Walk Free Films in association with Freed Spirit Productions.
These terms and conditions shall apply to all goods and services supplied under any or all of the names listed above to any organisation, individual or company to whom such goods and services are supplied (the Client).
For the purposes of these terms and conditions the words ‘the Company’ shall be taken to mean Wright Walker Productions Limited and any or all of its trading identities. These conditions supersede any previous terms and conditions.
1.1 The Client shall undertake not to disclose any confidential information obtained from the Company concerning the Company’s business without the Company’s prior agreement in writing.
2.1 The Company shall charge and the Client shall pay upon demand such costs, fees, charges and expenses as shall be agreed in writing with the Client for the supply of any goods and services.
2.2 No work will be undertaken until a written quotation has been agreed by the Client.
3.1 In addition to fees, the Company shall be reimbursed of all reasonable out-of-pocket expenses actually and properly incurred in the execution of the commission. Such expenses will include but are not limited to hotel costs, subsistence and travelling expenses, use of car and courier services.
3.2 Estimates for expenses will be included in the quotation and agreed with the Client before the work commences. Where additional expenses arise during the course of a project such expenses will be agreed with the Client before such expenses are incurred.
4.0 CHARGEABLE COSTS
4.1 Consumables such as CDs, DVDs, Mini-dv tapes, prints and other media will be included in the quotation, and certain exceptional service charges such as international telephone charges shall be charged separately.
4.2 Estimates for chargeable costs will be agreed in writing with the Client before such expenses are incurred.
5.1 The Company will invoice the Client at the end of each project for work completed or at agreed stages in the work as agreed in advance. The Client will pay the full amount within twenty-eight days of the date of invoice.
5.2 The Company may exercise its right to interest under the Late Payment of Commercial Debts (interest) Act 1998 if invoices are not paid according to these credit terms. Without prejudice to any other remedy available the Company may charge interest on all late payments. This may happen automatically and without further reference to the client starting upon the 29th day after the payment due date on the invoice and continuing until funds clear into the Company’s bank account. If this becomes necessary a separate invoice for the interest will be issued at the end of the month in which the late payment occurred. An administration charge of £25.00 will be charged for each late payment invoice issued.
6.1 Work will be submitted for the Client's approval and the Company shall not be liable for errors not corrected by the Client after approval.
6.2 Any alterations, additional work and additional media required by the Client after the work has been signed off may incur additional charges. Where such late alterations are requested by the Client, the Company will provide a separate quotation in writing for the additional charges and no work will be undertaken until the quotation has been agreed.
6.3 Where style, type, layout, colour etc is left to the judgment of the company, changes subsequently required by the Client may incur additional charges.
7.0 PROPERTY AND RISK IN GOODS
7.1 The Client shall be deemed to have accepted the goods and services on delivery but the Company shall retain ownership of all materials and goods produced by it to the order of the Client until all goods and services provided to the Client have been paid for in full.
7.2 The risk in the goods shall pass to the Client upon delivery which for the avoidance of doubt means from the commencement of unloading activities or when collected from the Company by the Client or its Agent as the case may be.
7.3 Electronic data and other materials owned by the Company or its supplier and used by the Company for example in the production of film setting, footage, photographs, negatives, positives, plates, etc shall remain the exclusive property of the Company or its supplier as the case may be.
7.4 Any material made available to the Company by or on behalf of the Client shall, while it is in the possession of the Company or in transit, be at the Client's risk and the Company shall not be liable for any loss or damage to such materials however caused and the Client shall insure the said material accordingly.
7.5 All materials supplied to the Company by or on behalf of the Client may be destroyed and electronic data may be erased immediately after the order is completed unless written arrangements are made to the contrary.
8.1 The Client shall provide, free of charge, to the Company a reasonable number of specimens of any work carried out in connection with the commission.
9.0 MATERIALS SUPPLIED BY THE CLIENT
9.1 Where paper, disks, images, logos, photographs, footage or other media materials are supplied or specified by the Client, the Company will take every reasonable care to secure the best results, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
11.0 USE OF WORK
11.1 Work carried out in accordance with the commission shall not be used for any purpose or in any other media other than that for which it was commissioned without the Company’s prior written agreement.
11.2 In no circumstances may any work in rough or uncompleted form be used or published as finished work without the prior written approval of the Company.
11.3 The Company shall at all times be entitled to use for purposes of promotion any of the commissioned work, even if the intellectual property rights have been assigned to the Client.
12.0 MODIFICATIONS & REPRODUCTION
12.1 No modifications or alterations to any work supplied to the Client by the Company may be made without the consent of the Company. Any agreed modifications or alterations shall only be carried out by, under the supervision of or with the express permission of the Company.
12.2 In the event of any reproductions being obtained by the Client, these shall not differ in any way from the originals supplied, without the consent of the Company.
13.1 The Company assert the right to be identified as author of any media work which has been created as a result of the commission and any publication of that work or reproduction thereof on any finished product shall bear a clear and distinctive credit to the Company in a form approved by the Company.
13.2 The name, signature or trading style of the Company shall not be registered in any way or used upon or in relation to any of the commissioned work unless asserted as above or approved in advance by the Company in writing.
14.0 INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights arising in all or any of the work created by the Company are and shall remain the property of the Company until assigned in writing. Any fees paid to the Company shall not be deemed to include the assignment of any such intellectual property rights.
14.2 The Client may initiate negotiations to secure the intellectual property rights in the work produced during the commission at any point before, during or after the completion of the commission.
14.3 Charges for media work are for one time use only, unless otherwise agreed in writing at the time of the commission. The intellectual property rights film footage, photographs and other media commissioned or sourced by the Company, on behalf of the Client, remain with the originator or with the Company whichever shall apply unless specifically agreed in writing.
14.4 Rights of possession and intellectual property rights in all footage, photographs, rough edits, and other media materials delivered to the Client remain the property of the Company. The Client undertakes to return all such materials to the Company on demand.
14.5 All rights intellectual and actual in all electronic media files created during the performance of the work commissioned remain the property of the Company unless and until the transfer of such rights is agreed in writing.
15.0 INDEMNITY, CLAIMS AND INSURANCE
15.1 The Client shall indemnify the Company and keep them indemnified against all or any costs, claims, damages, demands and expenses (including legal costs) which may be incurred by or made against the Company by any third party by reason of the supply of the Company goods or services in accordance with the Client's instructions.
15.2 The Client warrants that any information or material which is supplied to the Company will be accurate and in no way misleading and will not infringe any third party’s copyright, registered design, or other intellectual property rights or obligation of confidentiality. The Client will indemnify the Company against all actions, suits, claims, demands, losses, damages or expenses directly or indirectly incurred in consequence of any information or material provided by the Client or in consequence of performing any work for the Client.
15.3 The Company shall not be liable to the Client for any damage to goods, delay in delivery or loss or partial loss of goods in transit unless the Client notifies the Company in writing within seven days of delivery date. Failing which, the goods shall be conclusively deemed to have been accepted by the Client.
15.4 The Client shall be responsible for effecting all necessary insurance in respect of any loss, damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company goods and services.
15.5 In any event the Company shall not be liable for any consequential loss however arising.
16.0 SUSPENSION AND/OR TERMINATION OF AGREEMENT
16.1 Any agreement between the Company and the Client shall terminate if either party commits a breach of it and fails to remedy the breach within fourteen days after receiving notification in writing from the other party specifying the breach and requiring its remedy.
16.2 The Company shall be entitled to suspend performance of the contract if and for so long as the Client shall be in breach of any of its obligations.
16.3 Any agreement between the Company and the client shall terminate without notice if the Client commits any act of bankruptcy or commences any proceedings for winding up (other than for the purposes of amalgamation or reconstruction) or if an Administrator, Receiver or Liquidator is appointed for the whole or any part of the Client’s business.
16.4 On termination or postponement of the commission, or any part of it, for any reason the Company shall be entitled to full remuneration for the work completed to the date of termination or postponement, together with all costs and expenses. If any of the intellectual property rights in any of the commissioned work have been assigned to the client, such rights shall in the event of any such termination or postponement automatically revert to and shall be assigned to the Company and the Client shall sign all documents and do all such acts in order to fulfil the same.
17.0 RESUMED COMMISSION
17.1 If a postponed commission is resumed without substantial alteration within a period of six months from the date of postponement, any fees paid shall rank as payments on account towards the total final fee payable on completion of the work. Where a commission has been postponed for a period exceeding six months and then resumed, any fees paid shall be regarded as final payment for the services originally rendered. The resumed commission shall be deemed to constitute a separate contract for which fees shall be renegotiated.
18.0 COMPANY AND CLIENT RELATIONSHIP
18.1 The Company will endeavor to meet delivery specifications as set by the Client as agreed in any quotation prior to work. The Client must keep the Company informed of any alterations if the commission is in progress.
18.2 The Company shall maintain a professional working relationship with the Client at all times. Should there be a complaint against the Company, the Client must inform the Company of the complaint in writing to resolve the matter in a swift resolution.
18.3 Should representative/s of the Client behave in an abusive, volatile or unprofessional manner towards the Company, the Company reserves the right to cease work with immediate effect at the time of the incident. An invoice for work completed by the Company prior to the incident, will be sent to the Client. The incident will be logged and used as evidence by the Company should the dispute taken to the arbitration process.
19.1 Where any difference or dispute arising out of these terms and conditions cannot be determined the matter can be referred to the arbitration of a person appointed by agreement between both parties or, failing agreement within fifteen days after either party has given to the other a written request to agree to the appointment of an arbitrator, a person nominated at the request of either party.
20.0 FORCE MAJEURE
20.1 The Company shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and the Company shall not be liable for any loss, damage or expense suffered by the Client or any third party arising directly or indirectly from any such matters.
21.0 WAIVER AND/OR VARIATION OF TERMS & CONDITIONS
21.1 The waiver or non-enforcement by the Company of any breach or non-observance of any of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach.
21.2 These Conditions shall apply to all goods and services supplied by the Company. Any provision, stipulation or condition in the conditions of order of the person, firm or company to whom such goods and services are supplied or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.
21.3 These Conditions shall not be varied, waived or modified except in writing under the hand of a duly authorised officer of the Company.
21.4 The Company reserves the right to vary these Conditions from time to time subject to giving prior written notice to the Client.
21.5 Any provision of these Conditions that is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions.
21.6 The headings and paragraph numbering used herein are for convenience only and shall not affect the meaning or construction of these Conditions.
22.1 Any notices required to be given under these Conditions shall be in writing and shall be served by immediate an email and prepaid first class letter addressed to the party to which it shall be sent at its principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice and shall be deemed to be delivered 48 hours after posting.
23.0 PROPER LAW AND JURISDICTION
23.1 These Conditions shall be governed and construed according to English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.