Provision of Services
Our Terms & Conditions
Angel Sharp Media Ltd (ASM)
1. Services & Payment
1.1 ASM (“We, Us, Our”) agree to provide the client (“You/r”) with the production services set out in the quote for our services (“Quote”) which are linked to these Terms and Conditions (“Services”). Together the Quote and Services form our agreement (“Agreement”). The relevant fees, costs and expenses are incurred on a daily basis (“Charges”) shown on the Quote, and We agree to provide the Services until completed or terminated in accordance with Clause 3. Our Services are charged at “Day Rates” together with line itemed services/costs and we do not quote on a fixed fee basis for delivery of the individual production project.
1.2 All agreed Services will be subject to written quotations and should You request any additional services these will be quoted for separately and chargeable on acceptance of the quotation.
1.3 Unless otherwise agreed in writing, ASM will invoice 50% of the agreed Charges in advance of providing the Services and 50% on supply of the agreed deliverables (“Delivery”) and final sign off of the project.
1.4 Cancellation Policy – the cost of any Services together with any incurred Charges to date cancelled by the client (“You”) with less than 5 working days notice prior to the start date of such Services will still be chargeable in full and will immediately become due and payable.
1.5 If Charges or any other sums owing are not paid when due, we can suspend or terminate some or all of our Services and charge you interest on what you owe at 4% per annum above the base rate of Barclays Bank from the due date until you pay. You agree that if you do not pay promptly, we can say that you have broken this Agreement and we can terminate this Agreement immediately. These rights are in addition to any other legal rights we may have, which we may also rely upon.
1.6 Any late payments will incur interest at a daily rate of 3% above Barclays Bank base rate.
1.7. Rushes may be requested by the client and are subject to a disking up fee and respective costs.
1.8. You agree to pay the Charges set out on the Quote promptly and you are deemed to accept these terms and conditions when You formally accept the Quote in writing (emails are permitted).
1.9. You will pay VAT on any sums due under this Agreement at the prevailing rate. Should You have a charity zero VAT status We will follow the due process for zero rated VAT invoicing, however You must complete our charity zero rated VAT exemption forms and deliver it to us prior to payment.
2. Liability
2.1 We are only liable to You as set out in this Agreement. We have no other duty or liability to you, save that nothing in this Agreement removes or limits our liability for death or personal injury caused by our negligence.
2.2 Except as set out in Clause 3.1, Our entire liability to you for something We or anyone who works for Us does or does not do will be limited to £10,000 for any number of incidents within Our engagement period.
2.3 We are not liable to You in any way for any loss of income, business or profits, or for any loss or damage occasioned by the use of Our Services or any failure of these Services.
2.4 We will not be liable to You if We cannot provide our Services because of something beyond Our control.
3. Termination
3.1 We can terminate this Agreement immediately and stop providing the Services if any of the following happens:
3.2 You fail to pay any Charges or other sums due under this Agreement when due or break an important condition of this Agreement; or
3.3 You break any other condition of this Agreement and do not put it right within 7 days of Us asking You to; or
3.4 You become bankrupt or make any arrangement with your creditors or are liquidated or have an Administrator or receiver appointed or suffer any other form of insolvency event or You are unable to pay your debts as they fall due.
3.5 Should a project be terminated at any stage by mutual agreement of both parties we will charge for all services rendered, together with and in addition to any cancellation costs.
3.6 Upon termination of this Agreement by mutual agreement or any other reason, You must pay Us any and all Charges then due and owing and any outstanding Charges and/or costs will become due and payable.
4. Rights
4.1 ASM hold all copyright and intellectual property rights in and to the film footage and/or animation produced pursuant to the Services (“Footage”) and hereby grant to You a licence (“Licence”) to use the Footage and the reasonable re-use of the Footage by You on the terms set out in the Agreement.
4.2 ASM will not re-assign or re-use the Footage without your prior written approval, subject to 4.7. However you approve Us using the Footage for the promotion and marketing of Our services including publishing the Footage on Our website and social media channels.
4.3 You will not assign or sub-license the Footage to any third party or use it in any manner other than appropriate re-use for Your own brand or corporate identity.
4.4 You will only provide Credits to ASM where the material has been wholly created by ASM.
4.5 Should ASM require a Credit on the Footage or Footage material, We will make such a request to You in writing and You agree that such a request should not be unreasonably refused.
4.6 We reserve the right to use subcontractors at our complete discretion, who will work under the same terms and conditions as ASM and for whom ASM will be wholly responsible.
4.7 We reserve the right to license the footage on agreed mutual terms for appropriate re-use with other departments or associates of Yours.
5. Data Protection
For the purposes of the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 EC (GDPR) (together the Data Protection Legislation) ASM is a data controller and processes personal data. The parties to this Agreement will comply with the Data Protection Legislation.
6. Anti-Corruption
It is the policy of ASM to comply fully with the laws of the UK against bribery and corruption including the Bribery Act 2010 as amended from time to time (collectively the Anti-Corruption Policy). ASM expects the Client to conduct business legally, ethically and with the highest levels of integrity. Offering or accepting bribes or engaging in bribery of any kind is strictly prohibited and the Client represents and warrants that it is aware of the Anti-Corruption Policy and will not at any time be in breach of it.
7. Miscellaneous
7.1 Any notice or amendments to this agreement shall be in writing (emails are permitted).
7.2 The liability of any party to this Agreement comprising more than one person shall be joint and several and references to any party to this Agreement shall be deemed to include that party's successors in title, licensees, assigns and/or personal representatives (as applicable) and references in this Agreement to the rights of the Company’s nominees shall include any broadcaster, distributor or financier as applicable.
7.3 Nothing contained in this Agreement shall be deemed to constitute or create a partnership or joint venture between the parties and neither party shall hold itself out as the agent of the other or have the power to bind the other in any matter whatsoever other than in accordance with any further assurance or legal proceedings clause.
7.4 If any party waives or fails to perform a condition of this Agreement it shall not be considered a waiver to any preceding or succeeding condition of this Agreement.
7.5 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no term or condition of this Agreement shall confer or be construed as conferring any right on any third party.
7.6 This Agreement represents the entire agreement between the parties in respect of its subject matter and replaces any previous agreement(s), whether written or oral, relating to the subject matter and may be varied, modified or terminated only in writing and agreed by the parties.
7.7 This Agreement starts and has effect from our mutual written agreement, or the date on which We started providing Our Services to You (whichever is earlier).
7.8 This Agreement and any related dispute or claim (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.