Ts & Cs

Netclip UK Ltd TERMS AND CONDITIONS

 

1. TERMS AND CONDITIONS

1.1 These terms and conditions together with the order information you agree

with us will form a binding contract between Netclip UK Ltd

(“Netclip UK Ltd”) and the Client who orders Video/Photographic services

from Netclip UK Ltd (“Client”) and which shall constitute the entire

agreement between Client and Netclip UK Ltd and apply to any trading

agreement or other contract or arrangement between Client and

Netclip UK Ltd;

1.2 These terms apply to the exclusion of all other terms or conditions of

contract the Client may propose and shall not be varied unless agreed in

writing and signed by Netclip UK Ltd.

 

2. DEFINITIONS

2.1 For the purposes of this agreement, the following expressions shall have

the following meanings:

“Client Content” shall mean all materials and 3rd

party services provided by

the Client to Netclip UK Ltd for inclusion or incorporation into the

Video/Photographs or to be used in conjunction with the

Video/Photographs.

“The Fees” shall mean the rate of payment for the provision of

Video/Photographic

services by Netclip UK Ltd to Client as is communicated to the Client

either through the website of Netclip UK Ltd or by any other means. The

Fees shall include any third party Fees payable in the creation of the

Video/Photographs.

“The Delivery” Date shall mean the date agreed by the Client and Netclip

UK Ltd for delivery of the Video/Photographs.

“The Video/Photographs” shall mean the Video/Photographic works

requested by the

Client and supplied by the Netclip UK Ltd in accordance with this

agreement.

“The Shoot Date” shall mean the date agreed by Netclip UK Ltd and the

Client upon which the Video/Photographs will be created.

“Total Fees Estimate” shall mean any estimate of the fees for undertaking

Video/Photographic works given to the Client by the Netclip UK Ltd.

 

3. NETCLIP UK LTD

3.1 In consideration of the payment by the Client to Netclip UK Ltd of the

Fees, Netclip UK Ltd agrees on the Shoot Date, to create the

Video/Photographs in accordance with the Proposal (where such exist),

with

reasonable and due care in accordance with and subject to these terms.

3.2 Netclip UK Ltd undertakes that the Video/Photographs shall be faithful

to the

basic conceptualisation of the underlying works, pitch or proposal and

reflect the same standards of quality and integrity.

 

4. CLIENT

4.1 The Client will co-operate with and act in good faith towards Netclip UK

Ltd and provide on request such source materials as are required to

create the Video/Photographs (“Client Content”) as Netclip UK Ltd is to

incorporate into the Video/Photographs or Netclip UK Ltd require to carry

out its obligations hereunder.

 

5. PAYMENT

5.1 The Client shall pay Netclip UK Ltd the Fees without deduction or setoff

within 30 days of receipt of a valid invoice.

5.2 The Client shall provide Netclip UK Ltd with all such information and

material as it may reasonably request for the purpose of generating a

valid invoice for payment of the Fees, including, where required, the

provision of purchase order references within the period of two (2) days

following the Shoot Date.

5.3 Any Total Fees Estimate communicate to the Client by Netclip UK Ltd

is an estimate only. The Fees shall be set on the basis set out from time

to time on the website of Netclip UK Ltd and may be less than, or

more than, the Total Fees Estimate.

5.4 Netclip UK Ltd may charge additional Fees in accordance with its then

prevailing rates in the event of:

5.4.1 delays or additional works caused or required by the Client

including its failure to properly and / or timeously provide Netclip UK Ltd

with such information, Client Content, instructions, media or

approvals as are reasonably required for the supply of the

Video/Photographs;

5.4.2 changes to the cost of labour, materials, services and other

circumstances outside of Netclip UK Ltd's reasonable control.

5.4.3 Client requiring the supply of Video/Photographs, goods and services

In addition to those requested or any variations to the Video/Photographs;

5.4.4 agreed third party expenses.

5.5 In the event that the Client requires any change or alteration to the

Video/Photographs (“Change”), Netclip UK Ltd and the Client shall, prior to

such change being effective or implemented, agree:

5.5.1 the nature of the Change;

5.5.2 the procedures for implementation of such Change; and

5.5.3 the variation to the Fees.

5.6 Until any Change is formally agreed between the Client and

Netclip UK Ltd, will continue to perform and be paid for the

Video/Photographs as if the Change had not been proposed, unless

otherwise

requested by the Client.

5.7 All and any Changes to the Video/Photographs shall be reflected and

accompanied by appropriate amendments to the Fees.

5.8 Netclip UK Ltd shall be entitled to charge interest on any overdue

payment at the rate of 4% over base rate of the Bank of Scotland at the

time.

 

6. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

6.1 All copyright, design right, registered designs, trade marks, patents,

database rights and confidential information and ideas and all other

rights whatsoever of a like nature world wide whether registered or not

of whatever nature in material devised, created or commissioned by

Netclip UK Ltd, in supplying the Video/Photographs and under this

Agreement will vest in and belong to Netclip UK Ltd unless otherwise

agreed in writing and signed by both Parties. Netclip UK Ltd may

include within the Video/Photographs reasonable copyright notice and

credit.

6.2 Netclip UK Ltd hereby grants the Client unlimited world wide web

display usage licence throughout the Internet and 2 years UK or any single

country – any three media usage licenses being conditional upon receipt by

Netclip UK Ltd of the Fees in accordance with clause 5 above. In the

event that the Fees are not paid in accordance with clause 5 above, or if the

Client rejects the Video/Photographs in accordance with clause 7.5 below,

the

licence granted in this clause 6.2 will be deemed to be terminated.

6.3 The licence granted in clause 6.2 above shall apply only to the visual

image contained within the Video/Photographs which Netclip UK Ltd is

specifically requested to proceed with and not to any original ideas,

concepts or proposals of Netclip UK Ltd pitched or suggested to the

Client, all of which shall be retained by Netclip UK Ltd.

6.4 Netclip UK Ltd shall use reasonable commercial endeavours to obtain

the Client’s approval for the copying or use of the Video/Photographs

otherwise

than as stipulated under this agreement. In the event that the Client is

contacted with such a request, the approval requested may be withheld

by Client on reasonable grounds. In the event that Netclip UK Ltd’s

commercial endeavours to contact the Client are unsuccessful or if the

approval for use of the Video/Photographs by Netclip UK Ltd is withheld

without the Client setting out reasonable grounds for withholding that

approval, Netclip UK Ltd shall be entitled to use the Video/Photographs

without further reference to the Client. Nothing in this clause 6.4 shall

give Netclip UK Ltd any right to grant further licences to use the

Video/Photographs in relation to any third party.

6.5 The Client grants Netclip UK Ltd a non-exclusive royalty free licence

to use the Client Content for all purposes relating to this Agreement and

warrants that it is fully entitled to grant Netclip UK Ltd these rights

and that the Client Content are free of racist, defamatory, obscene and

other legally restricted material.

6.6 The Client undertakes to Netclip UK Ltd to indemnify and hold

harmless Netclip UK Ltd in full and defend at its own expense

Netclip UK Ltd against all costs, damages and losses incurred by it

arising out of its use of the Client Content or breach of clause 6.5 above.

6.7 Each Party undertakes that it will keep secret and confidential any

information supplied by either party in connection with this Agreement or

in connection with the business of the other and in connection with the

Video/Photographs and shall only disclose such information or part thereof

(except to its own employees and advisers and then only on a need to

know basis) with the other party’s prior written consent PROVIDED THAT

this Clause shall not extend to information which was and can be shown

to be rightfully in the possession of the Client prior to the

commencement of the negotiations leading to this Agreement or which is

in the public domain (other than as a result of a breach of this clause);

6.8 Netclip UK Ltd warrants that it will use reasonable efforts to ensure

that the Video/Photographs do not infringe the copyright of any third party.

 

7. DELIVERY, INSPECTION AND ACCEPTANCE

7.1 Netclip UK Ltd shall, on the Delivery Date, provide a Link to or electronic

file of the Video/Photographs to the Client. If the Client requires

delivery of the Video/Photographs in any other format or by any specified

method of delivery, the Client shall meet such additional costs (if any)

incurred by reason of that requirement.

7.2 The Video/Photographs shall only be treated as being defective if both

the

Client and Netclip UK Ltd agree that the Video/Photographs are below the

specific resolution communicated by the Client to Packshot (if any) or any

commonly observed specific requirements as are suitable for the

required media in which the Video/Photographs are intended to appear; or

7.3 The Client shall not be entitled to claim that the Video/Photographs are

defective in accordance with clause 7.2:

7.3.1 it has already approved the Video/Photographs, including by email; or

7.3.2 it or its directors, agents, employees or any other person acting

under its instructions has been active in the art direction applied to the

Video/Photographs.

7.4 The Client shall inspect the Video/Photographs upon delivery and shall

notify

Netclip UK Ltd immediately if it wishes to claim that the Video/Photographs

are defective in accordance with clause 7.2 above whereupon Netclip UK

Ltd, if such defect is proved, be given 5 days within which to

remedy the same.

7.5 In the event that it is not possible for Netclip UK Ltd to remedy any

defect in the Video/Photographs in accordance with clause 7.4 above and

before

any deadline set by a third party for the delivery of the Video/Photographs

by

the Client, the Client shall be entitled to reject the Video/Photographs and

to

withhold Payment of the Fees.

7.6 If the Client fails to alert Netclip UK Ltd of any defects in the

Video/Photographs within five(5) days of delivery then the Client shall be

deemed to accept the Video/Photographs.

 

8. LIABILITY AND WARRANTY

8.1 Subject to Clause 8.2 below, Netclip UK Ltd’s liability for any loss or

damage direct or otherwise and howsoever caused whether in tort,

contract or otherwise shall not exceed the Fees invoiced by Netclip UK Ltd

to the Client for the Video/Photographs.

8.2 Nothing in this Agreement shall limit the liability of either party for

death

or personal injury caused by its negligence.

8.3 Netclip UK Ltd shall not be liable to the Client for any consequential

loss or damage.

8.4 When instructions or advice are given or received orally by Netclip UK

Ltd, it shall have no liability to the Client for any misunderstanding

or misrepresentation, which may arise in relation thereto except in

relation to fraudulent misrepresentations.

8.5 Netclip UK Ltd shall have no liability to the Client in respect of the

Client Content. On completion of the Video/Photographs the Client agrees

to

collect the Client Content within 2 months of completion of the works,

failing which, Netclip UK Ltd may dispose of it.

9. LEGISLATION AND THIRD PARTY MATERIALS

9.1 The Client shall be responsible for and notify Netclip UK Ltd of all and

any applicable rules, regulations, codes of practice and laws relating to

its use and operation of the Video/Photographs including without limitation

any

obligations under the Data Protection Act 1998; Regulation of

Investigatory Powers Act 2000; Competition Act 1998; Disability

Discrimination Act 1995 and equivalent legislation. Netclip UK Ltd

shall not be liable to Client in relation to such legislation and gives no

warranty, representation or undertaking in relation thereto, unless

agreed in writing otherwise.

9.2 Netclip UK Ltd gives no warranty, representation or undertaking in

relation to any third party materials or works.

9.3 Subject to and provided that Netclip UK Ltd acts in accordance with

this clause 6 above, the Client agrees that it is responsible for its

selection and use of all Video/Photographs and contracting with any third

parties in relation thereto and that it shall be responsible for making

reasonable enquiries into the copyright and like rights in any

Video/Photographs.

9.4 Subject to the foregoing Netclip UK Ltd shall have no liability to the

Client whatsoever in relation to the Video/Photographs and gives no

warranty

and makes no representation as to whether Video/Photographs contain or

are

free from racist, defamatory, sexually explicit, inflammatory, obscene or

other legally restricted material and explicitly excludes all and any

liability in relation thereto.

 

10. TERMINATION AND CANCELLATION

10.1 Netclip UK Ltd shall be entitled to terminate this Agreement upon the

Client’s material breach (including without limitation non-payment of any

sum due) unless the Client remedies such breach within 7 days of its

occurrence.

10.2 Netclip UK Ltd will not be liable in any amount for failure to perform

any obligation under this Agreement if such failure is caused by the

occurrence of any unforeseen contingency beyond the reasonable control

of Netclip UK Ltd including without limitation Internet outages,

communications outages, fire, flood, war or act of God.

10.3 In the event that the Client wishes to cancel the creation of the

Video/Photographs by Netclip UK Ltd or the provision of

Video/Photographic

services in accordance with this Agreement (save in the event of a

material breach by Netclip UK Ltd of a fundamental term of this

Agreement) at any time, Netclip UK Ltd shall be entitled to recover

the following proportions of the Fees:

10.3.1 where such cancellation is communicated to Netclip UK Ltd more

than 48 hours in advance of the Shoot Date Netclip UK Ltd shall not be

entitled to any proportion of the Fees;

10.3.2 where such cancellation is communicated to Netclip UK Ltd

within the period between 48 hours and 24 hours in advance of the Shoot

Date, Netclip UK Ltd shall, at its option, be entitled to recover 50% of

the Fees;

10.3.3 where such cancellation is communicated to Netclip UK Ltd

within the period of 24 hours before the Shoot Date, or if any such

cancellation is not communicated to Netclip UK Ltd at all, Netclip UK Ltd

shall, at its option, be entitled to recover 100% of the Fees;

10.4 During the course of this Agreement and for a period of 12 months

afterwards, the Client shall not solicit the staff of Netclip UK Ltd or

any person employed or engaged by Netclip UK Ltd in relation to its

provision of the Services in the 6 months prior to expiry or termination of

this Agreement, or entice them to transfer their employment or services.

 

11. GENERAL

11.1 Nothing in this Agreement shall be deemed to constitute a partnership

or

agency relationship between the Parties and neither of the Parties shall

do or suffer to be done anything whereby it may be represented as a

partner or agent of the other party.

11.2 If at any time any part of this Agreement is or becomes unenforceable,

such part will at Netclip UK Ltd’s option be construed as far as

possible to reflect the parties’ intentions and the remainder of the

provisions will remain in full force and effect.

11.3 No forbearance, delay or indulgence by either party in enforcing the

provisions of this Agreement shall prejudice or restrict the rights of that

party nor shall any waiver of rights operate as a waiver of any subsequent

breach of this Agreement.

11.4 The Client shall not assign the benefit or burden of this Agreement

without the prior written consent of Netclip UK Ltd.

11.5 No person who is not a party to this Agreement shall be entitled to

enforce any of the terms pursuant to the Contracts (Rights of Third

Parties) Act 1999.

11.6 These Terms are made and shall be construed in accordance with the

laws of England and the Parties submit to the exclusive jurisdiction of the

English courts

Dream it. Believe it. film it.

Netclip can help your business strengthen its brand in the digital market space.

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