TERMS
Annex A - Terms and Conditions
These Terms and Conditions and the quote/order form shared with you (“Quote”), create a binding agreement between the Client named in the Order (“You”, “you”, “Client”) and North House Films Ltd, Nutmeg House, 60 Gainsford Street, London, England, SE1 2NY (“We”, “us”) (each a “party”, collectively the “parties”).
Services
1. We will provide the services and deliverables set out in the Order (“Services”) for the project detailed in the Order (“Project”) to you on a non-exclusive, independent contractor basis at such times and at such locations as set out in the Order (“Term”) or such other date(s) as we may otherwise agree.
Payment
2. You will pay us the sums described in the Order (“Fees”) in accordance with the Order. Save as otherwise stated in an Order, we will be entitled to the appropriate payment specified within 14 days of receipt of our valid invoice, unless otherwise stated. You shall reimburse all expenses (including all necessary travel, accommodation, carnet [if applicable] and sustenance relevant to the project, subject to prior cost approvals) we incur within 14 days of you receiving the receipt for each such Expense. Such Fees are exclusive of Value Added Tax and any other duty or tax and shall not be subject to any deductions, charges or withholding tax.
3. If an invoice is unpaid by the due date, we may at our option and without prejudice to any other remedy at any time after payment has become due, charge interest on any overdue amounts from the due date until and including the date of actual payment, after as well as before judgement, accruing on a daily compound basis, at the higher of: (a) the rate of 5% per annum above the base rate for the time being of Barclays Bank plc subject to a maximum overall cap of 8%; or (b) the maximum limit of interest payable by applicable law.
Intellectual Property Rights
4. Except for our pre-existing intellectual property rights, project files and our assets (“North House IP”) and intellectual property rights belonging to any third parties included within the Services (“Third Party Rights”) all intellectual property rights (including without limitation all copyright, design rights and / or rights in get up, trade marks, patent rights, rental rights, database rights and similar rights whether registered, registrable or not (“Intellectual Property Rights”) in the results of our Services shall belong to and vest in you upon our receipt of the full Fees, for the use within the Project only.
5. We (and our third-party licensors) retain ownership of all intellectual property rights in and to the North House IP and the Third Party Rights. We will keep all final renders of our Services for a period of 24 months only, for which these can be shared with You upon written request during this period. We grant you a non-exclusive fully paid royalty free licence to use such North House IP and Third Party Rights to make use of the Services as part of the Project for the duration of the Project only as envisaged under the Order, unless otherwise stated in the Heads of Terms.
6. Upon our receipt of the full Fees, we also hereby waive any so-called moral rights, rights of authors and any similar rights.
7. You grant us a royalty free, non-exclusive licence to use, modify, exploit and distribute any materials you provide to us or provided to us on your behalf for us to provide the Services.
8. All equipment, and materials supplied by us in connection with the Services to you and all Intellectual Property Rights therein will belong to and vest in us (or our licensor) and you are loaned and / or granted a non-exclusive licence to use them solely as necessary for the purpose of this Agreement, and the Project. Following completion of the Project you will return the same to us and cease all and any use thereof unless agreed by us in writing.
9. Notwithstanding the foregoing, you agree that the only use you shall be entitled to make of the Project and Services is as per the use set out in the Order.
10. We shall be granted a first right of refusal to provide our services for any iteration, further versions or derivatives of the Project (“Option”). You shall give us fifteen (15) days to either accept or decline the Option and upon our acceptance, we shall negotiate in good faith the terms of our provision of services. Should we not agree on such terms within thirty (30) days or should we decline the Option, you shall be entitled to offer the services to any third party provided those are on the same terms as offered to us. Any change to these terms shall be offered to us first via the same process as the initial Option.
Marketing and Publicity
11. You agree:
We shall be entitled to promote the Services and our work on the Project for marketing, publicity, and portfolio purposes. This includes a perpetual, worldwide, non-exclusive, royalty-free right to capture, use, reproduce, edit, publish, and display materials relating to the Project (including Deliverables, work-in-progress, and behind-the-scenes content) across all media, including our website, social media, showreels, marketing materials, press activity, and industry awards submissions.
We shall be entitled to film, photograph, and record the Project during design, rehearsal, installation, and live performance periods, including audience interaction, subject to any necessary permissions being obtained by you. You shall provide reasonable access, including appropriate credentials and positioning, to enable such capture.
We may use your name, logo (if applicable), venue name, and references to the Project for promotional and case study purposes. We shall have the right to create and publish case studies describing the creative concept, design process, and execution of the Project, and may include Project outcomes where available. We reserve the right to request and use testimonials or quotes from You and shall not publish without a mutual agreement between us. We shall not imply endorsement or partnership without your prior written consent (not to be unreasonably withheld or delayed).
Upon reasonable request, and within a fair and reasonable time period of 5 working days from the Project live date unless otherwise agreed in writing, you shall provide copies of any recordings, photographs, or video footage of the Services or Deliverables in your control suitable for promotional use, in high resolution where reasonably available. You warrant that all necessary third-party rights, consents, and licences (including music, talent, contributors, and venues) have been secured to enable our use of such materials in accordance with this clause.
We retain the right to submit the Project to industry awards, events, and showcases, and to include the Project in press outreach and editorial features. You may notify us of any reasonable embargo period relating to public disclosure, after which we may exercise our rights under this clause in full.
You shall use reasonable endeavours to ensure we are credited by company name in Project-related publicity, including press releases, media coverage, social media, publications, and official event documentation (including aftermovies) using only the following titles for crediting, and for you to combine or delete as applicable for the Project:
“Visual Design”
“Screen Visual Design”
“Projection Visual Design”
Please note it is strictly prohibited for us to be credited or in any way associated or referred to using the term “content” and this must not be used at any time.
You shall:
Ensure inclusion of such credit in at least one press release issued prior to the Project live date and one issued within two (2) weeks after;
Introduce us to the Project’s PR representatives no later than eight (8) weeks prior to the Project live date; and
Use reasonable endeavours to procure social media credit, tagging and/or utilising any such endorsement functions or tools by official Project channels including but not limited to Instagram’s Collabs tool, and at least two (2) senior Project representatives (e.g. Show Director, Creative Director, Exec. Producer, Production Designer or Stage Designer).
We retain the right to review and approve any use of our name, credit, or attributed work, such approval not to be unreasonably withheld or delayed.
Confidential Information
12. Notwithstanding and without limiting the terms of any written confidentiality or non-disclosure agreement (if any) that you and we sign after or have signed prior to the date of this Agreement, which terms shall be deemed incorporated into this Agreement by this reference, each party agrees to keep all information that each may receive or has received relating to the other or its clients or licensors (such as that relating to guests, clients, products, marketing, business history, financial arrangements, designs, ideas, concepts, rights, future plans, projects and the engagement on or involvement with them) confidential and will not disclose it or any part of it to any third party (or cause or facilitate any such disclosure) without the other’s written permission and will use such information only for the performance of its obligations under this Agreement.
Any such information that each party does get, whether electronically or on paper, computer, disk, tape or other device must be returned on completion of the Services or at any time on demand by the disclosing party and the receiving party must not retain any copies of such information.
Performance of Services
13. We warrant that:
(a) the Services will materially correspond with the specifications set out in the Order;
(b) we have full capacity and authority to enter into and perform the relevant Services and that the individual signing the Order is duly authorised to bind us legally;
(c) the Services shall be performed with reasonable care and skill; and (d) we shall comply with applicable laws that are applicable to us.
14. You warrant that:
(a) our receipt and use of Client materials in accordance with this Agreement shall not infringe the Intellectual Property Rights and/or data privacy rights of any third party;
(b) you have full capacity and authority to enter into and perform the relevant Order and that the individual signing the Order is duly authorised to bind you legally;
(c) you have all the rights necessary to grant the licence granted under Clause 7; and (d) you shall comply with applicable laws that are applicable to you.
16. Any and all warranties not contained in this Agreement that may be implied by applicable law are excluded to the maximum extent permitted by applicable law.
15. You shall be sole responsible for the payment of any fines or penalties incurred by us and/or any third party supplier for the failure to obtain the correct and proper permits for the Project.
Your obligations
16. You agree that:
(a) You shall reasonably co-operate with us in all matters relating to the Services including the delivery of any materials required by us for the provision of the Services;
(b) You shall comply with all our reasonable instructions and provide, in a timely manner, such information as we may reasonably require, and ensure that it is accurate and complete in all material respects. You shall provide your approval over the Services by the dates reasonably given to you. We shall not be liable for delays and costs incurred caused by your failure to comply with this clause;
(c) If our performance of our obligations are prevented or delayed by any act or omission of yours, your agents, subcontractors, consultants or employees, the parties shall work together to mitigate any costs associated with such delay and should it be necessary the parties shall agree additional costs and charges in writing. We shall not be held liable for any such delay.
(d) If you require any additional work, reformatting, changes to creative, deviation or amendment to the Order (together the “Changes”), then these Changes shall only apply if agreed between us in writing and signed. In such instance, we shall agree an extension of time for the performance of the additional services and an additional fee to cover the costs of such Changes. If such Changes cannot be agreed, we shall be entitled to either: (a) continue providing the Services as initially agreed without those Changes; or (b) terminate this Agreement and invoice for all Services provided to date of termination including all costs and expenses to date.
(e) Save as otherwise agreed in the Order, you shall be responsible to obtain and maintain bad weather and/or cancellation insurance.
Contingency
17. A contingency sum (the “Contingency”) may be identified within the project proposal to allow for potential additional requirements necessary to deliver the project to the agreed standard without compromise. The Contingency does not form part of the total project fee and is not included within the agreed scope of works unless and until it is approved for use.
The Contingency is intended to support situations which may include, but is not limited to, any additional work, services, creative/technical or production time or resources reasonably required to support delivery of the project.
Where we consider that use of the Contingency may be beneficial or necessary, we will discuss this with you in advance, outlining the requirement, the proposed scope, any impact on delivery and the associated costs. Any approved use of the Contingency will be treated as a variation to the scope of works and the total project fee will be adjusted accordingly.
No Contingency funds will be committed without your prior written approval (email being sufficient). You agree to respond to any request for approval within 48 hours of receipt. Where we do not receive a response within this period, and where timing is critical to the delivery of the project, we reserve the right to proceed on the basis of our recommendation, and the associated costs shall be deemed approved.
If you choose not to proceed with a proposed use of the Contingency, we will continue to deliver the project in line with the agreed scope. However, we cannot be responsible for any resulting impact on quality, completeness or timing where this arises directly from not proceeding with the additional recommended resource or service.
Any portion of the Contingency that is not used will not be charged.
Any approved use of the Contingency shall be invoiced and payable in accordance with the Clause 2 (Payment) set out in this Agreement.
We will always aim to flag potential use of the Contingency as early as possible. Any delay in approval may result in corresponding adjustments to the project timeline and delivery dates.
Termination
18. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
or
b) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
In the instance, we terminate the Agreement under this clause you shall pay us the full Fees.
19. Unless otherwise stated in an Order, you shall also be entitled to cancel the provision of Services subject to making the following payments to us immediately upon giving us written notice:
a) For cancellation of the Services where you have provided more than thirty (30) days before the scheduled commencement date of the Services, you shall pay fifty percent (50%) of the Fees together with any non-refundable expenses incurred; and
b) For cancellation of the Services where you have provided less than thirty (30) days before the scheduled commencement date of the Services, or at any time after the commencement of the Services, you shall pay one hundred percent (100%) of the Fees together with any non-refundable expenses incurred.
Force Majeure
20. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God, terrorism attacks, war, Covid-19, riots, bad weather preventing the Services from going ahead etc. In such instance, the parties shall to the extent possible agree a new date for the Services and any required budget changes. Should the parties not agree to an alternative date within thirty (30) days of the force majeure event starting then either party can terminate and in such instance we shall be paid the part of the Fees for Services provided to date of termination all expenses and costs incurred and committed to date of termination.
Non-solicitation
21. You shall not, without our prior written consent, at any time from the signature of the first Order until termination or expiry of all existing Orders and for six months thereafter, directly or indirectly solicit or entice away from us or employ, engage or contract with, or attempt to employ, engage or contract with, any person who is, or has been, engaged as an employee, subcontractor or consultant, of us in the provision of such Services.
Liability
22. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.
23. Subject to clause 22 of this Agreement, we shall not be liable to you for any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss howsoever arising (including in negligence) in relation to this Agreement.
24. Subject to clause 22 of this Agreement, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total Fees paid by you to us under the Order to which the claim relates.
25. You shall indemnify and hold us harmless against any claim, expenses, costs and liabilities we incur due to any third party claim that the Clients materials infringe any third party rights.
General
26. Neither party may assign, licence, sub-contract or part with any of its rights, duties or obligations under this Agreement without the other party’s prior written consent.
27. Both parties will comply with the applicable requirements of data protection legislation (including, where applicable, the General Data Protection Regulation 2016/679 and the Data Protection Act 2018) (“Data Protection Law”). The Parties do not intend for data to be shared or processed as part of the Services to be provided under an Order. In the event parties would agree to the processing of personal data under an Order, the parties will enter into a Data Processing Agreement. Notwithstanding the foregoing, both parties will comply with the applicable requirements of Data Protection Law.
28. This Agreement may not be varied or modified except in writing and signed by both parties.
29. These Terms and Conditions will apply to the exclusion of all other terms and conditions of contract you may propose. In the instance of conflict between these Terms and Conditions and a term contained in the Order, the Order shall prevail.
30. Nothing in these terms shall be deemed to constitute a partnership, employment or agency relationship between you and us.
31. This Agreement shall be construed in accordance with English Law and both you and we agree to submit to the exclusive jurisdiction of the English Courts.