Terms & Conditions

1.1 "Conditions"

The terms and conditions set out in this document.

1.2 "Contract"

The contract between the Company and the Customer for the supply of services in accordance with these Conditions.

1.3 "Company"

Stone Dogs Post Ltd, Lincoln House, 296-302 High Holborn, London, WC1V 7JH Company number 11092438.

1.4 "Customer"

The person or firm who uses the Company's services.

1.5 "Instruction"

The Customer's request for the Company's services.

1.6 "Services"

The services (or any part of them) set out in the Instruction.

2.1

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2

The Instruction constitutes an offer by the Customer to use the Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Instruction are complete and accurate.

2.3

The Instruction shall only be deemed to be accepted when the Company issues a written acceptance, at which point the Contract shall come into existence.

2.4

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.

3.1

Instructions should be in written form and signed by a duly authorised person.

3.2

The Company reserves the right at its discretion to refuse any Instruction.

3.3

The Company shall be entitled to sub-contract any element of the Instruction.

4.1

Subject to Supplier's provision of the Goods and/or Services (as applicable) in accordance with these Terms, the Company shall pay the Fees to the Supplier within 45 days from receipt of a correct and valid invoice. The Fees in such invoices shall be detailed and payable in the currency set out in the agreement. Where the Company in good faith identifies reasons to dispute an invoice or specific amounts therein, the Company will notify Supplier promptly in writing, setting out such reasons. In the event that the invoices remain disputed for a period of 30 days from the date that the Company first raised the applicable dispute, the Parties shall refer such dispute to the Escalation Procedure in clause 19.

4.2

The Supplier's invoices must be complete and include the correct details. If details are not correct the Supplier's invoice will be returned and payment will be delayed.

4.3

All undisputed invoiced amounts which are overdue will remain payable by the Company. The Supplier may at its sole discretion impose a Late Payment Fee per annum of the amount of the late payment. Late Payment Fees shall not be due or payable during the process of resolution of disputed charges. If any undisputed Fees remain unpaid 30 days after the due date pursuant to Clause 4.1 and the Escalation Procedure described in Clause 19 has been completed, the Supplier may suspend the provision of the Services in respect of the agreement to which the outstanding Fees relate. The Supplier's remedies under this Clause 4.3 are the Supplier's sole and exclusive remedy for delayed payment.

4.4

The Supplier shall submit invoices as soon as practicable in accordance with Clause 4.2. the Company reserves the right to refuse payment of any invoices which are submitted more than six months after the specific provision of the Software, the Services or Software Services that the applicable invoice relates to were performed or were otherwise submitted in non-compliance with Clause 4.2.

4.5

If, upon examination at any time, the Company determines that any charges, prices, costs or expenses exceed the amounts properly chargeable to, or recoverable from, the Company, the Supplier shall, without prejudice to the Company's other rights, promptly refund to the Company the amount over-charged plus interest at the applicable statutory rate.

4.6

The Fees are inclusive of all travel, subsistence and other incidental expenses incurred by the Supplier and the Supplier Personnel in respect of the provision of the Services. The Supplier shall only be permitted to charge for expenses if expressly authorised to do so in the applicable agreement and provided that the Company's prior written consent has been obtained by the Supplier prior to the relevant expenses being incurred.

4.7

If Value Added Tax (VAT) is applicable:

4.7.1

the Supplier's invoice shall comply with all the requirements of Article 226 of the European Union Council Directive 2006/112/EC. the Company shall not be required to pay any invoice which fails to meet the requirements of Article 226 referred to above.

4.7.2

the Services provided by the Supplier shall be taxable where the Company is established, according to the terms of Article 56.1 (c) of the European Union Council Directive 2006/112/EC.

4.8

If any Service Credits have been issued by the Supplier between invoices rendered by the Supplier, the Supplier shall reduce the Fees charged in the later invoice by an amount equal to the value of the Service Credits.

4.9

The Company may set off sums due from the Supplier to the Company under these Terms against sums due from the Company to the Supplier. The Supplier may not set off sums due from the Company to the Supplier under these Terms against sums due from the Supplier to the Company.

5.1

Quotations are based on the current costs of providing the Services and are subject to amendment by the Company on or at anytime after acceptance to meet any rise or fall in such costs.

6.1

The Company shall be entitled to charge the amount of any V.A.T. payable whether or not included on the quotation or Invoice.

7.1

Work produced, whether experimentally or otherwise, at the Customer's request will be charged for. No work will be undertaken on a speculative basis unless agreed in writing by the Company.

8.1

Layouts, Previz and Q&Rs submitted by the Company remain their property and no use shall be made or ideas taken from them by the Customer, except upon payment of compensation to be determined by the Company.

9.1

Should correction be required due to the Company's mistake, it is the Customer's responsibility to return assets where upon the Company will make the necessary corrections at no extra cost. If the Customer undertakes the corrections without first informing the Company, the Customer remains responsible for the cost of the work completed and the Company shall not be liable to the Customer for his costs of correction.

10.1

Delivery of the Services shall be accepted when tendered and thereupon, or on notification that the Services have been completed, payment shall become due.

10.2

Should expedited delivery be agreed and necessitate overtime or other additional cost, an extra charge may be made.

10.3

Should the provision of the Services be suspended at the request of or delayed through any default of the Customer for a period of 30 days, the Company shall then be entitled to payment for the Services already supplied and any materials specially ordered.

11.1

The Company provides archive services for master video data provided by the Client and finished master files.

The Client acknowledges that the Company's storage service is not a backup service and should not be relied upon as the sole means of data retention.

11.2

Project setups (working files) remain the property of the Company and will only be provided at the companies discretion at additional cost.

11.3

The Company shall not be liable for any loss, damage, or unauthorized access to the Data stored on its servers. The Client acknowledges and accepts the inherent risks associated with storing data online and agrees to hold the Company harmless for any loss or damage to the Data.

11.4

The Client is solely responsible for the accuracy, legality, and ownership of the Data stored on the Company's servers. The Client agrees to maintain a copy of the Data stored with the Company on their own premises or through an independent backup service.

In the event of data loss or corruption, the Client acknowledges that it is their responsibility to restore or recover the Data from their own backup copy.

11.5

The company will retain archived project data for a maximum period of six months from the completion of post-production activities, unless otherwise agreed upon in writing with the client.

11.6

The Company may, at its discretion, impose limits on the amount of Data stored or the duration of storage. The Client agrees to comply with any storage limits set by the Company and acknowledges that excess Data may be subject to deletion without notice.

11.7

Either party may terminate the storage service upon written notice to the other party. Upon termination of service, the Company shall have no obligation to retain or provide access to the Data, and the Client shall be responsible for retrieving any Data stored from their own backup.

12.1

Approved credit accounts are subject to settlement in full within 30 days of the date of invoice.

12.2

New accounts are opened subject to the provision of two trade references acceptable to the Company and a bank reference.

12.3

The Company reserves the right to charge interest at the rate of 5% per annum over the Barclays Bank plc base rate from time to time for late settlement of accounts.

13.1

The intellectual property rights generated by the Company which are vesting in the imagery and assets produced in accordance with the provision of the Services will be automatically assigned to the Customer upon safe receipt of any and all sums due under the invoice raised by the Company.

13.2

All remaining intellectual property rights not assigned in accordance with clause 12.1 above, including the design element created by the Company, will automatically be retained by the Company. All future usage of such intellectual property will be subject to permission being given by the Company and on payment of a commercial rate for the work.

14.1

Claims arising from damage, delay, or partial loss of work produced for the Instruction must be made in writing to the Company so as to reach us within three working days of delivery and claims for non-delivery within 28 days of despatch of the work. All other claims must be made to the Company in writing within 10 days of delivery.

15.1

The Company shall not be liable for indirect loss or third-party claims occasioned by delay in completing the work or for any loss to the Customer arising from delay in transit

15.2

Where work is defective for any reason, including negligence, the Company's liability (if any) shall be limited to rectifying such defect.

15.3

Neither Party shall be liable to the other Party for any indirect or consequential loss or damage (including loss of business, loss of profit, or loss or depletion of goodwill, howsoever caused) which arise out of or in connection with these Terms. The Parties agree that the following losses are deemed as direct losses:

15.4

Loss of profits, loss of reputation, loss of goodwill, loss of contracts, loss of business opportunity or loss of revenue;

15.5

The cost of selecting, procuring, implementing and operating any alternative or replacement systems or services whether internally or through or with a third party;

15.6

Reasonable administrative costs (including but not limited to postage) and management time incurred by the Company; and

15.7

Cost of additional checks relating to security breaches.

16.1

The Supplier shall fully indemnify and keep indemnified the Company (and for the avoidance of doubt any Group Company) against all actions, proceedings, damages, costs, claims, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising from the provision of the Goods and/or Services by the Supplier by or on behalf of a member of the Company's Group and the Company shall as soon as practicable notify the Supplier in writing of any alleged infringement of which the Company becomes aware; make no admission without the Supplier's prior written consent; and if the Supplier so requests, the Company shall allow the Supplier to conduct any negotiations or litigation and/or settle any claim. the Company shall give the Supplier all reasonable assistance (at the Supplier's cost). All costs, fees (including attorney's fees), judgments and settlements shall be borne by the Supplier.

16.2

If at any time an allegation of infringement of Intellectual Property Rights is made in respect of the Software, Services and or Documentation or if in the Company's reasonable opinion such an allegation is likely to be made, the Supplier may, at its own expense, modify or replace the Goods and/or Services so as to avoid the infringement without detracting from the overall performance the Supplier making good to the Company any loss of productivity or use during modification or refund to the Company all sums paid in respect of the infringing item.

16.3

If the above remedies fail after all reasonable efforts by the Supplier within a reasonable period, without prejudice to any other remedies available to the Company:

16.4

The Company may, at the expense of the Supplier, procure an alternative solution from a third party to satisfy its requirements relating to the Services; or

16.5

The Supplier shall refund the Fees paid for Goods and/or Services found to be or alleged to be infringing as well as any payment made for any related Goods and/or Services which have not been delivered or performed.

17.1

Without prejudice to other remedies, the Company shall in respect of all unpaid debts due from the Customer, have a general lien on property in its possession and shall be 'entitled on the expiration of 14 days' notice to dispose of such property as it thinks fit and to apply any proceeds towards, such debts.

18.1

The Company shall not be required to print any matter which in its opinion is or may be of an illegal or libellous nature.

18.2

The Company shall be indemnified by the Customer in respect of any claims, costs and expenses arising out of any Iibellous matter printed for the Customer or any infringement of intellectual property rights.

19.1

Every effort will be made to carry out the Services but its due performance is subject to cancellation by the Company or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond the Company's control. For the avoidance of doubt, the Company shall not be required to pay for any non-provision of Services as a result of the Force Majeure and any Fees charged in connection for such non-provided services shall either be waived, reimbursed or credited to the Company (at the Company's direction).

20.1

These Conditions shall be construed and interpreted under the laws of England and Wales. If the Customer is a business established in a member state of the European Community the parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any dispute

20.2

The Parties shall meet and use their reasonable endeavours to resolve any dispute in accordance with the Dispute Resolution Procedure set out in this Clause 19 before escalating the dispute to court proceedings.

20.3

The Parties may relax the timescales referred to in this Clause 19 by mutual agreement (such agreement not to be unreasonably withheld or delayed).

20.4

The Parties' representatives to resolve the dispute shall be a director or senior manager within either Party who is authorised to make decisions on behalf of the Party and contractually bind the Party (including the settlement of any disputes) or the persons holding the relevant title, its equivalent or any successor title from time to time. If any of the representatives are unable to attend a meeting, a substitute may attend provided that such substitute has at least the same seniority or reasonably comparable managerial or directorial responsibility and is authorised to settle the unresolved matter.

20.5

As soon as either Party becomes aware of a disputed matter it shall refer the dispute to the representative best placed to deal with the dispute (taking into account the nature of the dispute). If the dispute cannot be resolved by good faith negotiations between the Parties within 10 Working Days of a written request from either Parties ("Dispute Notice"), the Dispute shall be further escalated in accordance with the escalation process.

20.6

If the Dispute is not resolved within a further thirty (30) days from the date of the Dispute Notice, then the Parties shall mutually agree to resolve Dispute by mediation.

20.7

In all other cases the parties agree that disputes shall be referred to arbitration under the rules of UNCITRAL. The arbitration shall take place in London with one arbitrator sitting whose decision shall be final and binding.