When you're bored and got nothing else to read. But in case you're actually interested, this is the terms that will be laid out in the contract we'll sign together. No surprises.
1.1 In these terms and conditions (“Terms”): “Agreement” means these Terms and the agreed work.
“Client” means the person, firm or company named in the agreed work as purchasing the Services; “EL” means Eva Liparova, the supplier of the services.
“Deliverables” means the deliverables (if any) to be provided to the Client, as set out in the agreed work;
“Expenses” means the expenses (if any) payable to EL by the Client, as set out in the agreed work; “Fees” means the fees payable to EL by the Client, as set out in the agreed work;
“Key Dates” means the dates (if any) set out in the agreed work for the provision of some or all of the Services;
“Parties” means both EL and the Client (or either, individually, a “Party”);
“Services” means the services to be provided to the Client by EL, as set out in the agreed work as the project description;
“Special Conditions” means any additions or variations to, or deletions from, these Terms, as set out in the agreed work.
In the event of any conflict between these Terms and the agreed work, the provisions of the latter shall prevail.
2. Supply of Services
2.1 These Terms are the only terms upon which EL is prepared to deal with the Client and they shall govern the Agreement to the exclusion of all other terms and conditions (including without limitation any terms and conditions contained in any purchase order, specification or other document supplied by Client).
2.2 EL shall provide the Services to the Client with reasonable skill and care, under the terms of this Agreement.
2.3 Unless stated otherwise in the agreed work, the amount of time which EL devotes to the Services, and the manner in which EL provides the Services, shall be a matter for EL’s own professional judgment.
2.4 EL shall use all reasonable endeavours to meet the Key Dates and any other dates for the provision of the Services which may be agreed between the Parties from time to time, but time shall not be of the essence for the provision of the Services.
EL reserves the right to charge additionally, at its usual consultancy rates from time to time, for any additional services requested by the Client which EL reasonably believes do not fall within the scope of the Services, and which EL agrees (at its absolute discretion) to provide. However, no such charges will be made, or additional services provided, without the prior agreement of the Client.
3. Fees and Expenses
3.1 In consideration for the Services to be provided by EL, the Client shall pay the Fees and any Expenses to EL.
3.2 EL may invoice the Client for the Fees and Expenses in accordance with the payment schedule in the agreed work. If there is no such payment schedule, EL may invoice the Client for the Fees within thirty (30) days of the coming into force of this Agreement, and for the Expenses within thirty (30) days of them being incurred by EL.
3.3 Unless stated otherwise in the agreed work, the Client shall pay EL’s invoice(s) in full, in pounds sterling, within 30 days of the date of invoice. Times for payment shall be of the essence of the Agreement.
3.4 If any payment is not made by the due date, then without prejudice to any other right or remedy to which EL may be entitled, EL may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and/or may suspend the Services until payment is made in full (in which case the Client shall be liable for any resultant costs and expenses incurred by EL).
3.5 Notwithstanding any other provision of these Terms, all payments due to EL under this Agreement shall become due immediately upon its termination.
EL shall provide the Client with such documentary evidence of actual expenditure in respect of Expenses as the Client may reasonably require.
4. Intellectual Property Rights
Nothing in this Agreement shall affect the ownership by EL of its intellectual property rights in existence at the start of the Agreement.
All intellectual property rights in any work or materials produced or developed by TF pursuant to the provision of the Services shall belong exclusively to the Client once the Client has paid the Fees and any Expenses in full, however TF claims the right to feature TF in the credits of the short film.
5. Obligations of Client
5.1 The Client shall at its own expense provide EL with all the data, information, specifications, documents and other materials (collectively the “Client Materials”) which EL may reasonably require in order to provide the Services.
5.2 The Client warrants that the Client Materials and their use by EL for the purposes of providing the Services shall not infringe the intellectual property or any other rights of any third party, and the Client shall indemnify and keep indemnified EL against any losses, damages, costs or expenses (including reasonable legal expenses) which arise out of or in connection with any breach of this warranty.
The Client shall, unless otherwise agreed with EL, nominate a person to be the main point of contact for EL during the provision of the Services, as set out in the agreed work.
Unless stated otherwise in the agreed work, EL shall be entitled to name the Client in its published list of clients, and to use copies, videos and images of the work and materials referred to in EL's own publicity and marketing materials as examples of EL's work for the Client.
7.1 “Confidential Information” means any information provided or otherwise made available by either Party (whether before, on or after the coming into force of this Agreement, and whether provided in writing, orally, or otherwise) to the other Party and which is marked as “confidential', stated to be confidential, or reasonably understood in the circumstances of disclosure to be confidential.
7.2 Each Party agrees to use the other Party’s Confidential Information solely for the purposes of this Agreement and not, at any time during the term of this Agreement or for a period of two years (2) years thereafter, to disclose the same whether directly or indirectly, to any third party without the disclosing Party’s prior written consent.
8.1 Subject to clauses 8.2 and 8.3, the total liability of EL to the Client under or in connection with this Agreement, whether arising in Agreement, tort, negligence, breach of statutory duty or otherwise, for any loss, damage, costs or expenses, shall not exceed the total Fees payable by the Client to EL.
8.2 Subject to clause 8.3, EL shall have no liability to the Client, whether in Agreement, tort, negligence, breach of statutory duty or otherwise, for any loss of profit or other financial or economic loss or for any indirect or consequential loss, damage, costs or expenses arising under or in connection with this Agreement.
Nothing in this Agreement shall exclude or limit the liability of EL to the Client for death or personal injury resulting from negligence, or for fraudulent misrepresentation.
9. Term and Termination
9.1 Subject to earlier termination in accordance with this clause 9, this Agreement shall remain in force until the completion of the Services.
9.2 Either Party may, by notice in writing to the other Party, terminate this Agreement immediately if the other Party:
(a) is in material breach of any term of this Agreement and fails to remedy such breach (if capable of remedy) within twenty eight (28) days of having received written notice of such breach from the complaining Party; or
(b) presents a petition or has a petition presented by a creditor for its winding up, or convenes a meeting to pass a resolution for voluntary winding up, or enters into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), or calls a meeting of its creditors, or has a receiver of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under any applicable laws to be unable to pay its debts, or ceases (or threatens to cease) trading, or takes or suffers any similar or analogous action in consequence of debt.
Termination (however caused) or expiry of this Agreement shall be without prejudice to any rights, obligations or liabilities accrued at the date of termination or expiry. The provisions in this Agreement which expressly or impliedly have effect after termination or expiry shall continue to be enforceable notwithstanding termination or expiry.
10. Force Majeure
EL shall not be deemed to be in breach of this Agreement for any delay or failures in performance, in whole or in part, if such delay or non-performance is due to any cause beyond its reasonable control.
11.1 The Client may not assign or transfer this Agreement or any of its rights under this Agreement without EL’s prior written consent. EL may assign or transfer this Agreement to any wholly owned subsidiary of EL and may carry out some or all of its obligations under this Agreement through any third party sub-contractors.
11.3 This Agreement contains the entire agreement of the Parties with regard to its subject matter and supersedes and replaces any and all prior discussions, correspondence, proposals, letters of intent, or agreements between them with respect thereto. All other terms and conditions, whether express or implied by statute or otherwise, are excluded to the fullest extent allowed by law. The Client acknowledges and agrees that in entering this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding of any person other than as expressly set out in this Agreement.
11.4 No variation to this Agreement, including to the Services to be provided, shall be valid unless in writing and signed by or on behalf of both Parties.
11.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership or agency relationship between the Parties and neither Party shall have any authority to bind the other in any way.
11.6 No failure or delay by either Party in exercising any right or remedy provided by law or by this Agreement shall be construed as a waiver of the right or remedy or a waiver of other rights or remedies.
11.7 If any provision of this Agreement is held to be invalid or unenforceable, this shall not affect the validity or enforceability of the other provisions of the Agreement which shall remain in full force and effect.
11.8 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and nothing in this Agreement shall give any third party any benefit or any right to enforce any term of this Agreement except as expressly set out in this Agreement.
11.9 The Agreement shall be governed by and construed in accordance with English law and the Parties submit to the non-exclusive jurisdiction of the English courts.