These terms and conditions are the standard terms of engagement from Eight Interactive Ltd, a company registered in England & Wales, No. 06420190, whose registered office is at A7 Gemini House Hargreaves Road, Groundwell Industrial Estate, Swindon, England, SN25 5AZ
1. Definitions and Interpretation
1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
| “agreement/contract” | Means the agreement between us and you which shall be deemed to incorporate these terms and the terms on any individual proposal |
| “deliverables” | Means any products or services we produce based upon your Instruction whether that is carried out by us in a single or multiple phases, which may include, but is not limited to, the production of the project plan, storyboard or other forms of design concept, the proofs, designs, images, video footage, animation files, artwork, graphics, copy, digital or hard copy, footage, characters or other deliverables commissioned by you and set out in any Instruction placed by you that we produce in accordance with these Terms. |
| “fees” | Means the price payable for services |
| “parties” | Means both us and you and party shall refer to either one of us. |
| “proposal” and/or “Project Plan” | Means the document/email sent by us to you, following an indication by you that you wish to obtain services from us, setting out the details of the services and the basis upon which we propose to provide them. |
| “services” | Video and animation services detailed in the proposal and/or Project Plan to be supplied by us to you |
| “us/we/our” | Means Eight Interactive Ltd. (also includes our employees, agents, representatives, associates, affiliates, and 3rd party suppliers) |
|
“website” |
Means our website(s) on which we offer our services |
| “writing” | Includes electronic mail and comparable means of communication. |
| “you/your” | Means the client; the person/company (including their employees, agents or assigns), who purchases and/or receives the service(s) from us |
2. The Contract
2.1 Any proposal given by us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.2 These terms & conditions and any proposal and/or project plan provided by us constitute the entire contract between you and us.
2.3 Marketing and other descriptive matter relating to services are illustrative only, and do not form part of the contract. You agree that, in placing an order, you have not relied on any representation or statement by us that is not set out in the contract.
2.4 When ordering from our website you agree to take particular care when providing us with your details and warrant that these details are accurate and complete at the time of ordering. You also warrant that the credit or debit card details that you provide is your own credit or debit card and that you have enough funds to make the payment.
2.5 We will take all reasonable care, in so far as it is in our power to do so, to keep the details of your order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering from the website.
2.6 The contract is considered to start when you have confirmed acceptance of our proposal and these terms and we have positively acknowledged your acceptance (start date). They will remain in force until terminated as per clause 6 or the work is completed in the case of ad-hoc services.
2.7 The parties agree to do everything necessary to ensure that the terms of this contract take effect.
2.8 These terms & conditions apply to the contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.9 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by us or a person authorised to sign on our behalf.
3. Supply of Services
3.1 Services specific to this contract will be outlined in the proposal and/or Project Plan that accompanies these terms and conditions.
3.2 We shall provide to you the services; and perform the services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced videographer seeking in good faith to comply with its contractual obligations.
3.3 All services will be created iteratively through a production process of consultation, samples, feedback and revision, ultimately resulting in a final animation or video conforming to your creative briefing and feedback.
3.4 We will perform the services using our own staff and associates. We will notify you if data protection regulation requires us to do so. We remain responsible for the quality of any work carried out on our behalf by a third-party.
3.5 Whilst we will use all reasonable endeavours to meet any milestone dates set out in the project plan, such dates are approximate only, and time of performance is not of the essence
3.6 Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before work commences.
4. Video Training Events
4.1 A booking is not secured for any video training event until full payment has been received.
4.2 You will struggle to optimise the live session if you have not completed your individual pre video training event requirements and exercise prior to attendance at the live session.
4.3 It may be necessary for us to change the content and timing of a video training event, the trainer or the date. In the unlikely event of us having to cancel a video training event, a full refund will be made unless you transfer your booking to an alternative date. For all bookings, our liability shall be limited to the amount of the fee actually paid to us by you. For this reason, you are encouraged not to book travel or accommodation more than two weeks prior to any in person video training event date.
4.4 In the unlikely event of a replacement video training event being cancelled by us, a full refund will be made.
5. Price and Payment
5.1 Prices and timings of payments specific to this contract will be outlined in the proposal that accompanies these terms and conditions, or as displayed on our website or a third-party website. This will include any advance payments or stage payments that are relevant to the contract.
5.2 If you have opted to use one of our payment plans, we will automatically request payments from the card details you have provided or by direct debit on the dates agreed.
5.3 If we cannot take any instalment payment on the date agreed, we will automatically make a second attempt. If that attempt should also be unsuccessful, we will contact you to make payment by another method, and we reserve the right to withdraw the payment plan and request payment of the remaining balance in full.
5.4 The price as stated in the contract does not include value added tax (“VAT”). Our VAT number is 106 0624 57. All prices are in British pounds sterling.
5.5 All prices listed on the website are correct at the time of publication however we reserve the right to alter these in the future. We also reserve the right to alter the services available for sale on the website and to discontinue any service.
5.6 To ensure that shopping online is secure, your debit/credit card details will be encrypted by our third-party payment handler to prevent the possibility of someone being able to read them as they are sent over the internet. Your credit card company may also do security checks to confirm it is you making the order.
5.7 Circumstances do change and this can impact our work, the fees, and timings. If this happens, we will discuss this with you and submit revised fee and cost estimates. You have the right to cancel the agreement should you not agreed to the increase in fees and costs. You will still need to pay for any work undertaken to the date of cancellation.
5.8 Additional charges may be applied for travel, accommodation and subsistence depending on the location where the services are to be provided and the term of this contract. All additional charges will be agreed with you in advance.
5.9 Any disbursements incurred during the carrying out of our services on your behalf will be added to your next invoice. No disbursements will be incurred without your prior approval.
5.10 We allow for three (3) reasonable revisions for any video content we create within the fees quoted. Further revisions may incur additional fees. If ANY revision request is deemed to substantially deviate from the original specification of the project additional charges will apply.
5.11 Invoices are payable within seven (7) calendar days of the invoice date, by BACS, unless otherwise specified in the proposal. Bank details are on the invoice. The time of payment of the price shall be of the essence of the contract.
5.12 Any queries relating to an invoice must be received within seven (7) days from the date of the invoice. Until a query is resolved you remain liable to pay the undisputed part of an invoice within the original timescale detailed on it.
5.13 In the event that this contract is terminated by you prior to completion of the services but where the services have been partially performed, we will be entitled to pro rata payment of the price to the date of termination provided there has been no breach of contract on our part.
5.14 We reserve the right to withhold the provision of any materials created for you, until payment has been made and received in full.
5.15 If payment of the price or any part thereof is not made by the due date, we may:
5.15.1 Cancel the contract or suspend any further provision of the services to you with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed for the completion of the services,
5.15.2 Exercise our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in The Late Payments of Commercial Debts (Interest) Act 1998.
5.15.3 Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to you. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue.
5.15.4 Charge you the costs of recovery of any outstanding amount including legal costs and disbursements.
6. Client Responsibilities
6.1 You acknowledge that our ability to provide the services is dependent upon your full and prompt co-operation as well as the accuracy and completeness of any information and data you provide to us. Accordingly, you shall, in a timely manner, provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under the contract.
6.2 You agree to follow our reasonable instructions and procedures with respect to the services. You agree to provide us with all relevant information and images, in an acceptable format, as requested by us prior to project commencement.
6.3 You warrant that you will obtain and maintain all necessary licenses and consents for the performance of the services.
6.4 You shall be responsible for signing off any content and images we create on your behalf in a within four (4) working days from submission of any draft or proof.
6.5 Work shall be deemed to be completed if we do not receive any feedback from you for 30 days from submission of any draft or proof and at which point a final invoice will be issued.
6.6 We shall not be required to create any content which in our opinion is, or may be of, an illegal or libellous nature or an infringement of the proprietary or other rights of any third party. We shall be indemnified by you in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any copy created for you. The indemnity shall extend to any amounts paid on a solicitor’s advice in settlement of any claim.
7. Delivery
7.1 Deliverables will be shared with you either by email in a zip file, or by download from a third-party platform
7.2 Access to downloads will be for a limited period only and you will be notified of the expiry date of the download link.
7.3 Should you fail to download any deliverables before the link expires you may incur additional charges for the link to be reactivated and resent to you.
7.4 When you have opted to use one of our payment plans, deliverables are released monthly after receiving your payment.
8. Deferment
8.1 You may defer your place on a video training event once, to the next video training event date. If you are not available on that date, then the booking is deemed to be cancelled and the following cancellation clause applies.
9. Cancellation
9.1 Animated Logo services are non-cancellable.
9.2 If you have opted to use one of our payment plans, this contract is non-cancellable, and you must make all the payments.
9.3 For all other services we require seven (7) days’ notice of cancellation, subject to sub-clause 5.11.
9.4 Please note that for some Video Training Events no refund will be given in the event of cancellation. Please see individual event details for confirmation.
9.5 If we do not hear from you for a period of three (3) months, we will assume that this contract has been cancelled. Any further instructions received after this time will require the process to be started again and will not be undertaken without your agreement to a new contract, providing all invoices from the cancelled contract have been paid.
10. Termination
10.1 We reserve the right to terminate the contract with immediate effect in the event of any of the following:
10.1.1 You commit a material breach of the contract and, in the case of a breach capable of being remedied, fail to remedy it within a reasonable time of being given written notice from us to do so; or
10.1.2 You commit a material breach of the contract which cannot be remedied under any circumstances; or
10.1.3 You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
10.1.4 You cease to carry on your business or substantially the whole of your business; or
10.1.5 You are declared insolvent, or convene a meeting of creditors or make or propose to make any arrangement or composition with your creditors; or
10.1.6 A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of your assets.
10.2 All notices of termination of the contract should be submitted to the other party in writing.
11. Consequences of Termination
11.1 On termination of the contract for any reason:
11.1.1 You 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 you immediately on receipt;
11.1.2 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
11.1.3 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. Our Liability
12.1 We will always do our very best, within the boundaries of the work, to provide advice and guidance that will benefit your business. However, you are responsible for the final approval of the work and for ensuring that the work we deliver is fit for purpose.
12.2 Nothing in this agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
12.3 Except as otherwise expressly provided in the agreement:
12.3.1 Our liability to you in contract, tort, negligence or otherwise arising out of or in connection with the agreement or the performance or observation of its obligations under the agreement shall be limited to the value of any fees paid by you to us under the agreement; and<
12.3.2 We shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the agreement.
12.4 These exclusions and limitations apply to every claim related to this agreement, not just claims for breach of contract.
12.5 This indemnification will survive the termination of this agreement.
13. Events Outside of Our Control (Force Majeure)
13.1 Neither party to these terms and conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemic, pandemic or any other event that is beyond the control of the party in question.
13.2 If we are unable to deliver work to you due to things outside our control, including force majeure we reserve the right to end or suspend our involvement in any project.
14. Communication and Contact Details
14.1 We strive for excellence in our work. If you are not satisfied in any way, please contact us as soon as possible. We would appreciate every opportunity to resolve any dispute amicably.
14.2 If you wish to contact us with questions, or to make a complaint, please contact us by email at [email protected]
15. Intellectual Property Rights
15.1 You are responsible for ensuring that you have the right to use any intellectual property rights when you provide any text, image or representation (“materials”) to us for incorporation into the services and you hereby grant or agree to procure the grant of (as applicable) an irrevocable licence to us to use such materials for the purposes of providing the services for the duration of the contract.
15.2 You shall be responsible for ensuring that the contents of materials which you have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability. In addition, we shall be entitled to cancel the contract.
15.3 You shall indemnify us against all damages, losses and expenses suffered or incurred by us because of the materials which you have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such materials infringe any intellectual property rights of a third party.
15.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
15.5 While we are not aware, to the best of our knowledge, that any materials is in infringement of any design rights, copyright or other intellectual property rights of any third party, we do not give any particular warranty in this respect.
15.6 You consent that we may display and exhibit the deliverables, which may or may not include reference to you or your business, products or services, to our prospective clients in any marketing materials and on our website or social media for the purpose of the promotion of our services. We will, at all times, comply with clause 17.
15.7 No video training event shall be recorded, reproduced, or transmitted, in any manner or by any means whatsoever, without our prior written consent.
15.7.1 This includes webinars as well as in person events.
15.7.2 Additional charges may apply for recording.
15.7.3 Should a recording be authorised a copy must be given to us to review prior to any distribution and we have the right to withdraw consent if we feel the recording is of an inferior quality and does not accurately reflect our brand.
15.8 The intellectual property rights created, developed, subsisting, or used in connection with the services including graphics, code, text products, software, audio and design are owned by us or used by us under licence from the owners. No content in whole or in part of our materials may be copied, reproduced, uploaded, posted, displayed, linked to or used in any way without our prior written permission. Any such use is strictly prohibited and will constitute an infringement of our copyright and other intellectual property rights or in the case of material licensed to us, the owner of such materials.
15.9 Upon receipt of full payment we grant to you a royalty-free, worldwide license, revocable only for breach by you of the terms of the contract, to use the deliverables solely to the extent necessary to use the results of the services.
15.10 You may not alter the deliverables in any way without our prior written consent.
16. Exclusivity
16.1 Exclusivity is not guaranteed as we treat each individual business or organisation in a bespoke and confidential fashion – unless we deem it to be unworkable and this will be our decision. Every business is different as the people in every business are unique.
16.2 We are willing to sign none disclosure agreements when relevant.
17. Confidentiality and Data Protection
17.1 Confidential information (the “confidential information”) refers to any data or information relating to your business which would reasonably be considered to be proprietary to you including, but not limited to, output material, business processes and client information and that is not generally known in your industry and where the release of that confidential information could reasonably be expected to cause you harm.
17.2 All written and oral information and material disclosed or provided by you to us under this agreement is confidential information regardless of whether it was provided before or after the date of this agreement or how it was provided to us.
17.3 On the conclusion or termination of the contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
17.4 ‘Data Protection Legislation’ refers to the Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time.
17.5 All personal information that we may collect (including, but not limited to, your name, postal address, email address and telephone number) will be collected, used and held in accordance with the provisions of data protection legislation as defined above.
17.6 How we collect, use, and store personal information is set out in our privacy policy.
17.7 In certain circumstances, and with your consent, we may pass your personal information on to credit reference agencies. These agencies are also bound by the data protection legislation as defined in above and should use and hold personal information accordingly.
17.8 We will not pass on your personal information to any other third parties for marketing purposes without first obtaining your express consent.
18. Other Important Terms
18.1 If any of the provisions of the contract are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this contract.
18.2 The contract between you and us for the sale of services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by you, without our prior written consent.
18.3 No failure or delay by us in exercising any of our rights under this contract means that we have waived that right, and no waiver by us of a breach of any provision this contract means that we will waive any subsequent breach of the same or any other provision.
18.4 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
18.5 A person who is not a party to the contract shall have no rights under the contract in accordance with to the Contracts (Rights of Third Parties) Act 1999
19. Governing Law and Jurisdiction
19.1 This contract shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England & Wales