TERMS AND CONDITIONS FOR SERVICES

Definitions:

Contract: the contract between us for the supply of the Services in accordance with these conditions.

Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by you to me.

Deliverables: all documents, products, and materials (including material for online or social media purposes) developed by me.

Intellectual Property Rights: patents, copyright and related rights, moral rights, trade marks, rights to sue for passing off, rights in designs, database rights, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and all similar or equivalent rights or forms of protection in any part of the world.

Services: the services, including without limitation any Deliverables, to be provided by me pursuant to the Contract, as agreed in writing. 

Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them. 

1. Priority of terms and conditions

   (a) These terms and conditions shall be the only terms that apply to the provision of the Services. Any other terms or conditions that you purport to incorporate (including without limitation any terms and conditions contained on the your purchase orders or other documents) are excluded and shall have no legal effect.

2. Supply of services

   (a) I will perform the Services to you on the dates agreed in writing however any such dates are indicative estimate only.

   (b) In supplying the Services, I will perform the Services with reasonable care and skill and use reasonable endeavours to perform the Services in accordance with the agreed service description agreed by the parties in writing;

3. Customer's obligations

   (a) You shall co-operate with me in all matters relating to the Services and provide, in a timely manner, such Customer Materials as I may reasonably require, and ensure that it is accurate and complete in all material respects; and

   (b) You shall ensure that the Deliverables are suitable and adequate for your needs and meet all regulations, standards, conditions and other requirements that may apply to your intended use of the Deliverables.

4. Intellectual property

   (a) I shall retain ownership of all Supplier IPRs. You shall not re-produce anything in which the Supplier IPRs subsist without my written permission.

   (b) You grant me a royalty-free licence to use the Customer Materials for the purpose of providing the Services. You shall indemnify me in full against against all liabilities, costs, expenses damages and losses suffered or incurred by me arising out of or in connection with any claim brought against me for infringement of any Intellectual Property Rights arising out of, or in connection with, my receipt or use of the Customer Materials.

5. Charges and payment

   You shall pay me the agreed price within 14 days of its receipt of the my invoice. All amounts exclude VAT, which you shall pay in addition at the prevailing rate.

6. Liability

   6.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and/or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

   6.2 Subject to clause 6.1, my total liability to you under in connection with the Contract shall not exceed the agreed price.

   6.3 Subject to clause 6.1, I shall have no liability under or in connection with the Contractor for:

   (a) loss of profits;

   (b) loss of sales or business;

   (c) loss of agreements or contracts;

   (d) loss of anticipated savings;

   (e) loss of use or corruption of software, data or information;

   (f) loss of or damage to goodwill; and

   (g) indirect or consequential loss.

   6.4 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

   6.5 Unless you notify me that you intend to make a claim in respect of an event within the notice period, I shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

   6.6 Where I am providing images, photographs, video footage, audio recordings or other content (whether on social media or otherwise): (i) you shall be responsible for ensuring that any Deliverables meets your requirements and comply with any rules, regulations, codes of practice and do not infringe any third party rights; and (ii) you hereby indemnify me against all liabilities, costs, expenses, damages and losses (including without limitation professional expenses) suffered or incurred by me in connection with your use of the Deliverables.

   6.7 You acknowledges that I am a sole trader operating as an artist and that on this basis the limitations and exclusions of liability in this clause 6 are reasonable.

7. Termination

   (a) Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

   (i) the other party commits a material breach (which shall include without limitation late payment) of any term of the Contract which it fails to remedy within a period of 30 days after being notified in writing to do so; or

   (ii) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

   (b) On termination of the Contract for whatever reason:

   (i) you shall immediately pay all outstanding invoices, in respect of Services supplied but for which no invoice has been submitted, I may submit an invoice, which shall be payable immediately on receipt;

   (ii) termination or expiry of the Contract shall not affect any rights that have accrued up to the date of termination or expiry.

8. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

9. Assignment and other dealings. You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without my prior written consent.

10. Entire agreement.

    (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    (b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12. Waiver. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

13. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14. Law and dispute. The Contract shall be governed and construed in accordance with the law of England. We each submit to the exclusive jurisdiction of the English courts.