Terms


TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF CREATIVE SERVICES FROM ALL THINGS EQUAL LIMITED

These are the terms and conditions (‘Terms and Conditions’) issued by All Things Equal Limited a company registered in England and Wales with company number 14711883 and registered address ‘40 Kimbolton Road, Bedford, Bedfordshire, United Kingdom, MK40 2NR (‘we’ ‘us’ ‘our’ and ‘ours’).

  1. Definitions & General Terms

In these Terms and Conditions, the following definitions and rules of interpretation apply:

‘Client’: the party who commissioned and/or funded the work and any person or organisation acting on their behalf.

‘Deliverables’: any materials to be delivered by us to the Client pursuant to, and as further specified in, an SOW.

‘Fees’: the final agreed fees as set out in an SOW.

‘Services’: all creative services, consultancy, advice and production, including, but not limited to video, animation, design, photography, livestreaming, digital and hybrid events and audio assets created by us pursuant to an SOW and to which these Terms and Conditions apply. 

‘SOW’:  the scope of work agreed between both parties which sets out, amongst other things, the creative brief and breakdown of work, Fees due,  descriptions and names, Deliverables, delivery dates and milestones and Client responsibilities.

‘Usage Rights’: such usage rights in respect of the Deliverables as agreed in an SOW.

  •  Order, Contract and Scope
    • These Terms and Conditions govern each SOW agreed between us and a Client. Whenever a Client wishes to engage us for the provision of Services it shall request such Services from us (‘Request’). Upon receiving a Request, we may at our own discretion provide the Client with an SOW. Each SOW constitutes an offer by us to provide Services in accordance with these Terms and Conditions and is only valid for the period set out in the SOW. The SOW shall be deemed to be accepted when the Client either signs a copy of the SOW or unequivocally confirms in writing (email sufficing) that the SOW is agreed or approved, at which point, and on which date a contract (‘Contract’) for the provision of Services pursuant to such SOW in accordance with these Terms and Conditions shall come into existence. In the event of a conflict between the SOW and these Terms and Conditions, these Terms and Conditions shall prevail.
  • Each Contract is entered into between us and the Client; and forms a separate contract between its signatories.
  • We may amend these Terms and Conditions at any time without notice. Any amendments to these Terms and Conditions shall be deemed to apply only to all future Contracts entered into after the date of such amendment.
  • The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
  • Any samples, descriptive matter or advertising issued by us and any descriptions of the Services contained in our marketing or advertising or other electronic advertising are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
  • These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • Pre-Production, Production and Post-Production
    • We will provide the Services to the Client in accordance with the SOW and these Terms and Conditions in all material respects and with reasonable care and skill.
  • No liability will be accepted by us  for any delays or failure to deliver the agreed service if caused by any element which is the responsibility of the Client to provide, including but not limited to feedback, source material, brand guidelines, logos etc.
  • We have the right to make such changes to the Services as are necessary to comply with any applicable law or safety requirements.  We will notify the Client if we are of the reasonable view that such changes negatively affect the quality or nature of the Services.
  • To the extent the Client requests input, amendments, changes or otherwise which may result in a change to the Services agreed in an SOW, this will be highlighted to the Client by before being undertaken by us, and the Client will be responsible for any additional costs incurred by us as result of such changes.
  • We take health and safety matters seriously and we reserve the right in all instances to remove any Client personnel (including without limitation the Client’s employees, officers, agents or representatives) and/or equipment from a location if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behaviour. In such circumstances the Client will be fully liable for any costs incurred or subsequently arising as a result of any such removal.
  •  Payment
    • An amount equal to 50% of the total Fees under an SOW will be payable by the Client upon receipt of an invoice before any work can commence. The balance will be payable within 30 days of the date of the invoice following completion of the Services.
  • We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998.
  • We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
  • The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. We reserve the right to withhold delivery of any Deliverables or suspend Services under any applicable or current SOW in place between the parties if any Fees remain due under any SOW between the parties.
  • All amounts payable by the Client under the Contract are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by us to the Client, the Client shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  • The Client shall pay all amounts due under a Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting its other rights or remedies, set off any amount owing to us by the Client against any amount payable by us to the Client.
  • Duration and Delivery
    • We will use reasonable endeavours to meet any performance dates for the Services specified in an SOW, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
  • The Client shall inspect any Deliverables upon delivery. If no objection is raised in writing promptly upon delivery of the Deliverables  specifying in a reasonable degree of detail the extent to which the Deliverables do not conform to the specifications set out in the applicable SOW, then the Deliverables shall be deemed accepted.  
  • Changes to Costs or Production Schedule
    • If the Client wishes to change any specific production date, including but not limited to shoot dates, reserved edit dates, design time, copy time, set out in the SOW, we require a minimum of 48 hours’ notice. If less notice is given,  we reserve the right to charge up to 100% of the Fees which the Client understands is reasonable and proportionate to reflect our legitimate losses in connection with any rescheduled Services.
  • If significant rework, additions or amendments to the brief are requested by the Client beyond what is set out in the SOW we will provide an additional proposed SOW which must be agreed by the Client before any additional work, or changes in scope commence.
  • Copyright/Rights
    • Subject to any Usage Rights restrictions set out in an SOW (which the Client agrees it will adhere to), excluding any early drafts, project files and other development materials (‘Development Materials’), the full copyright and ownership of all Deliverables (including, but not limited to designs, photographs, final video edits, copy, live recordings as specified and agreed in an SOW) that have been captured, created, processed and/or produced by us on behalf of the Client will pass to the Client upon full payment of the Fees under the applicable SOW.
  • Where assets, including but not limited to stock footage, imagery and music has been licensed by us on behalf of the Client, we will ensure that the correct licenses have been granted for the Usage Rights specified in the applicable SOW. 
  • The Client indemnifies and shall keep us fully indemnified  against any and all future possible claims, disputes, expenses or costs (including, without limitation, reasonable legal fees), arising from the use of any Deliverables in a manner which fall outside of the scope of the Usage Rights set out in an SOW. This indemnity shall survive termination or expiry of the Contract.
  • Where copyright material, including but not limited to, logos, images, trademarks, footage and audio (including but not limited to stock footage, library music, stock images and photography), (‘Third-Party Materials’), is provided by the Client for incorporation into the Deliverables, the relevant permission must be obtained in advance from the original copyright owner / provider. The Client irrevocably and unconditionally grants us all rights and consents which may be required to copy, use, reproduce, exploit and market any Third-Party Materials as part of the Deliverables (including in any of our own promotional or advertising materials), and the Client further warrants that all third-party permissions have been acquired by the Client for the use of the Third-Party Materials.
  • The Client indemnifies and shall keep us fully indemnified against any possible future claims, disputes, expenses, or costs (including, without limitation, reasonable legal fees), incurred by us as a result of any claim, action, or proceeding brought by a third-party that may arise from the use of such Third-Party Materials as set out in these Terms and Conditions. This indemnity shall survive termination or expiry of the Contract.
  • Unless explicitly confirmed by the Client as not available for publication, we reserve the rights in perpetuity to use any Deliverables for our own promotional purposes, including, without limitation, in our showreels, website, email marketing and social media, by any and all means and in any and all media now known or hereafter devised.
  • Limitation of Liability
    • Nothing in the Contract limits or excludes our liability for:
  • death or personal injury caused by its negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability which cannot be limited or excluded by applicable law.
  • Subject to clause 8.1, we shall not be liable to the Client whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  • 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;
  • any indirect or consequential loss.
  • Subject to clause 8.1 and clause 8.2, our total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract, shall in no circumstances exceed the amount equivalent to the Fees set out in an SOW.
  • Termination
    • The Client will have the right to terminate the Services under a Contract at any time on written notice subject (‘Cancellation Notice’) to the following terms:
  1. If a Cancellation Notice is received by us within 60 days of the scheduled start date under an SOW, 25% of the Fees shall be due and payable to us.
  2. If a Cancellation Notice is received by us within 30 days of the scheduled start date under an SOW, 100% of the Fees shall be due and payable to us.
    1. The Client understands and confirms that the above constitute liquidated damages and are reasonable and proportionate to reflect our legitimate losses in connection with any cancelled Services.
  • Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
  • On termination of the Contract for any reason (i) the Client shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by the Client immediately on receipt; (ii) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (iii) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  1. Insurance
    1. We carry public liability insurance cover of £5m and product liability insurance of £5m and copies of our insurance certificates can be provided upon written request from a Client for the duration of any ongoing SOW. Extended or upgraded specific insurance cover can be provided at our discretion if required upon written request, provided this is agreed at the time of booking and included in the applicable SOW and at the Clients expense.
  1. Adverse Weather Conditions
    1. We reserve the right to change the date or time of the production to a more suitable date or time and will consult with the Client on such rescheduled dates in the event of any weather conditions which in our opinion would pose a risk to health and safety of our personnel or equipment or which has the potential to prevent successful production of any Deliverables under an SOW.
  1. Accidental Damage
    1. We will use endeavour to ensure that our employees, sub-contractors, officers or agents adhere to all reasonable instructions and reasonable directions of any owner or controlling party of on-site locations arranged or controlled by the Client (including without limitation at any offices, warehouses, meeting rooms belonging to or controlled by the Client, event spaces, studios or other third party locations organised by the Client) (together ‘Third-Party Locations’) where Services are provided.
  1. We will ensure that we leave any Third-Party Locations in the same state as provided to us (reasonable wear and tear expected). We will flag any concerns about potential damage to the applicable Third-Party Locations if in our professional opinion there is a risk of harm occurring. Save as set out above, we  will not be liable for any other damage to any Third-Party Locations, space, or any personal injury (unless such injury results from our negligence) or damage to or loss of personal property suffered by any other person or entity, as a result of or in connection with the use of any space during our provision of the Services.
  1. Client Delays
    1. We reserve the right to delay or cancel the Services under an SOW if the Client fails to adhere to any agreed dates, times, access, facilities, organisation or any other matter specified in the SOW. If the Services are delayed or cancelled as set out in the preceding sentence, we reserve the right to re-schedule the affected days of filming and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or cancelled original day(s).
  1. Equipment Substitution
    1. In the event that we experience equipment failure or technical difficulties, we will endeavour to find suitable replacement equipment and/or personnel so as not to delay production or adversely impact upon the Services quality or delivery. The equipment used on the day of production will be at the discretion of the senior member of the production crew, and no further claims or liability will be accepted.
  1. Force Majeure
    1. For the purposes of the Contract, ‘Force Majeure Event’ means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, breakdown of network service providers’ servers, fire, flood, storm or default of suppliers or subcontractors.
  1. We shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
  1. If the Force Majeure Event prevents us from providing any of the Services for more than 1 month, either party shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the other party.
  1. Assets and Files
    1. Where assets have been created by us on behalf of the Client in the process of completing the Deliverables, including but not limited to designs, final copy, photographs, video footage, rushes, audio files etc, these assets will be kept online and can be made available to the Client at no additional cost for 30 days following full payment of all Fees in respect of an SOW, after which recovery of such files will be charged to the Client and our standard rates for recovery.
  1. Third-Party Materials sourced by us will not be provided to the Client in its raw format and must be re-licensed for any different or onward use outside of the scope of the original SOW. Development Materials will not be supplied to the Client.
  1. Miscellaneous
    1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
  1. The Client shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract.
  1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  1. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  1. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
  1. A person who is not a party to the Contract shall not have any rights to enforce its terms.

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by and construed in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).