1.1 > In these terms,
‘Client’ refers to the individual, firm, organisation or other entity who has instructed NTCL ‘NTCL’ refers to the company: -
NT COLOUR LTD
Registered Address: 63-66 Hatton Garden, Fifth Floor, Suite 23, London, England, EC1N 8LE
Company registration number: 10464416
‘Agreement’ refers to the Estimate, these Terms and any Contract for Services also refers to any ensuing agreement for the arrangement of Services entered among NTCL and the Client in accordance with these Terms.
‘Estimate’ refers to an estimate presented by NTCL in respect of Services to be provided to the Client.
‘Client Materials’ refers to any digital assets, items and materials in whatever structure (counting all Intellectual Property Rights in the equivalent) given or made accessible by the Client to NTCL for use regarding the Agreement, and including any visual imagery held in any media.
'Private Information' refers to any data as NTCL may now and again give to the Client (in whatever structure including orally, electronic, physical or visual structure) identifying with the Agreement and the Works, and all proprietary innovations, strategic, logical, factual, monetary, business or specialized data of any sort shared by NTCL to the Client during or after the agreement or works including any reproductions, duplicates, copies or notes in any structure at all.
'Intellectual Property Rights' refers to copyright (including computer software rights)
'Services' refers to the services to be provided by NTCL to the Client compliant with the Agreement, and incorporates the Works (as characterised underneath) emerging out of the Services.
'VAT' refers to Value added tax act 1994 and current UK legislation
'Works' refers to the items and materials made, created and delivered by NTCL for the Client in accordance with the Agreement.
'Terms' refers to these terms and conditions of business.
THE AGREEMENT
2.1 The Services will be completed as per these Terms, any Estimate and any resulting Contract for Services to the prohibition of some other terms and conditions the Client looks to force whether orally or recorded as a hard copy, except if agreed in writing by all parties.
2.2 Upon request of Services from NTCL, the Client will be considered to have acknowledged these Terms and these Terms will be authoritative as between the Client and NTCL, despite the non-appearance of any formal affirmation.
2.3 Estimates are given as guidelines only and are valid for 30 days from issue date.
2.4 Any work carried out by NTCL that exceeds the agreed estimate will be charged pro rata
2.5 Rates agreed in the estimate refer to a standard 8 hour day, within 9.30am-6.30pm period unless
otherwise agreed.
2.6 The Estimate assumes the client will be supplying all rushes data on either a hard drive or a remote FTP link unless agreed otherwise.
PAYMENT TERMS
3.1 NTCL will invoice the Client at the costs quoted in regard to Services to be provided at the occasion
set out in the pertinent Estimate.
3.2 NTCL will be entitled to make any adjustments necessary to the quoted price in the event additional costs are incurred or are expected to be incurred, Such costs will be chargeable in the event of:-
3.2.1 the Client Materials (or any part thereof) upon delivery to NTCL, not meeting satisfactory quality. In way of defective drives or any unsuitable format differing from what has been agreed.
3.2.2 any data provided by the Client or any 3rd party regarding the Agreement and the Services being incorrect, inadequate or misleading, or neglecting to give NTCL a full and precise brief of the work in question and additional time and assets required.
3.2.3 changes to the brief / Scope of works by the Client or any 3rd Party in its prerequisites for the Services or Works
3.2.4 exceptional conditions outside the control of NTCL
3.3 Subject to provision 3.4 except if in any case agreed by NTCL recorded as a hard copy, all Invoices delivered by NTCL are payable within 30 days of the Invoice date.
3.4 NTCL explicitly saves the right to require payment in instalments during the timeframe of the Agreement or to require payment of all sums prior to NTCL delivery of work materials.
3.5 The Client will cover all sums inferable from NTCL and will not exercise any privileges of set off or counterclaim against invoices submitted.
3.6 All Payments will be made only in the currency in which they are invoiced and will not be subject to any exchange fee deductions or banking charges or any deductions at all unless recorded as hard copy by all parties.
3.7 In the occasion of default payment by the Client under the Agreement, NTCL will be entitled, without bias to suspend any further Services without notice and to charge revenue on any sum outstanding at 4% interest over the base rate of Royal Bank of England from the due date of invoice to the payment date of invoice.
3.8 All costs exclude VAT, which will be charged at the taxable rate for the specific region, unless the Client is VAT exempt. The Client shall pay all relevant taxes according to UK law. The Client shall pay such additional amount as will ensure that NTCL receives, free and clear of any tax or other deduction, the full amount as stated in the Invoice. If VAT exempt, The Client shall indemnify NTCL against all costs, claims, expenses (including reasonable legal expenses) and/or proceedings arising out of or in connection with such payments. The Client and NTCL shall cooperate in good faith to respond to any tax query and make available any documents required by any Tax authorities. The Client will agree to pay NTCL any costs resulting from debt recovery or tax evasion
EXECUTION AND DELIVERY
4.1 NTCL will endeavour to execute and deliver to the schedule as set out in the Agreement, however the time to deliver Services or Works shall in every case be dependent upon prompt receipt of all necessary information, materials (including Client Materials), final brief and/or approvals from the Client. The Client acknowledges and agrees that any changes to its requirements and/or the occurrence of any of the circumstances in clause 3.2 may result in a delay to the execution and/or delivery, for which NTCL shall not be liable.
4.2 Where the Works are to be delivered electronically, the Client acknowledges and agrees that:
4.2.1 electronic delivery is not a secure mode of correspondence and that an unapproved outsider may capture, alter or erase the Works without NTCL knowledge. Electronic delivery may include dependence on outsider suppliers and information transporters, over which NTCL has no control.
4.3 NTCL will not be liable to the Client or any outsider for the following:
4.3.1 any delay in delivery or any non-receipt of Works conveyed electronically;
4.3.3 any loss or damage (including loss of data) that outcomes from any individual acquiring
unapproved admittance to any Works delivered electronically;
4.3.4 use or disclosure of any information acquired by any outsider because of that outsider acquiring unapproved admittance to any Works conveyed electronically
4.3.5 any loss or damage resulting from any glitch or malfunction from the introduction of any virus or electronic hack to any hardware/software used in the execution or delivery of the works electronically.
CLIENT APPROVAL
5.1 It is the client’s responsibility to attend the final QC/review and sign off the completed project prior to delivery. If the client is unable to attend final viewing the client shall be deemed to have accepted the work carried out in all respects. There is no right to reject on the basis of subjective style composition or last minute change of brief.
5.2 Any elements supplied to NTCL that lead to a QC failure or fail to meet any other requirement of the relevant broadcaster of the programme will be the responsibility of the client. The client will bear all future costs rising from any amendments outside of the estimated time.
INTELLECTUAL PROPERTY
6.1 The Client acknowledges that NTCL owns, and shall retain ownership of, NTCL Intellectual Property, and NTCL shall not at any time be required to deliver to the Client any of NTCL Intellectual Property in any form.
6.2 NTCL reserves the right to archive any elements used in the execution and delivery of any services or works.
CANCELLATION AND VARIATION
7.1 NTCL operates a pencil and confirm booking policy. Pencils will be held until another client seeks the requested time slot. In this instance, the option to confirm or release will be offered to the 1st pencil Client.
7.2 Bookings must be confirmed at the latest 3 days prior to the date for the execution of the relevant services as set out in the Agreement.
7.2.1 Confirmed cancellations made less than 24 hours prior to the date for execution or the commencement of execution of the relevant Services (the “Target Date”), NTCL shall be entitled to charge the Client the full price specified in the Estimate or the relevant Contract for Services or, if none is stated, the applicable amount chargeable to the Client based on NTCL rate card current at the Target Date
7.2.2 Confirmed cancellations made less than 72 hrs but more than 24 hours prior to the applicable Target Date, NTCL shall be entitled to charge the Client one half of the full price specified in the Estimate or the relevant Contract for Services or, if none is stated, one half of the applicable amount that chargeable to the Client based on NTCL rate card current at the Target Date,
7.2.3 in each case reflecting the fact that NTCL is unlikely to be able to reallocate the allocated time reserved for services within the specified timeframes.
7.3 NTCL reserves the right to cancel this Agreement (and any Services to be provided under it) at any time on written notice to the Client. Cancellation under this clause shall be without prejudice to any other rights or remedies available to NTCL (including the right of NTCL to recover payment from the
Client for any Services provided).
7.4 Although NTCL will make best efforts to find another available time, NTCL accepts no responsibility for accommodating further bookings in the event of a cancellation.
LIABILITY AND INDEMNITY
8.1 Nothing in this Arrangement will reject or in any capacity limit either party's obligation for misrepresentation, or for death or individual injury brought about by its carelessness, or some other risk to the degree such risk can't be avoided or restricted as an issue of law.
8.2 Subject to condition 8.1 and without bias to some other arrangement of these Terms, the Client concurs that:
8.2.1 the Agreement states the full degree of NTCL commitments and liabilities in regard of theWorks and execution of the Services;
8.2.2 under no conditions will NTCL be subject for any indirect, special or consequential loss or damage at all, or for any deficiency of business benefits, business interference, consumption of altruism, loss of utilisation or debasement of information or programming, regardless of whether on an immediate or aberrant premise;
8.2.3 NTCL whole risk for any immediate misfortune endured by the Client under or regarding the Agreement, regardless of whether in contract, misdeed (counting carelessness), penetrate of legal obligation or something else, will (subject to condition 4.4 above and proviso 9.1 underneath) be restricted to the genuine charges paid by the Client as per the Agreement;
8.2.4 Clause 8.2 is reasonable and essential in the conditions and, having respect to that reality, doesn't produce results cruelly or nonsensically against the Client.
8.3 The Client will indemnify and hold innocuous NTCL from and against all cases, claims or proceedings and all misfortune and harm of any sort, costs, proceedings, damages and costs (counting legitimate and other expert charges and costs) granted against, or brought about or paid by, NTCL because of or regarding:
8.3.1 any disparaging or slanderous issue or any encroachment or asserted encroachment of an outsider's Licensed Innovation Rights or different rights emerging out of the stock or utilization of the Client Materials according to the Works or potentially throughout the course of the Services
8.3.2 any harm to property brought about by NTCL over the span of completing the Services because of any act of omission or exclusion of the Client (counting its officials, representatives, specialists and agents);
8.3.3 any breach by the Client, including its officials, representatives, consultants and specialists ofany of these Terms or the provisions of any Contract for services
8.4 Clause 8.3 above will apply whether the Client, or its officials, workers, specialists or against, have been careless or otherwise
8.5 Any proposals or recommendations by NTCL identifying with the utilisation of the Works are given in compliance with common decency yet it is for the Client to fulfil itself of the appropriateness of the Works for its own specific reason. Likewise, except if in any case explicitly concurred recorded as a hard copy, NTCL gives no guarantee with respect to the relevance of the Works for a specific reason, despite the fact that reason might be determined in the Estimate, and any suggested guarantee or condition (legal or otherwise) with that impact is prohibited.
STORAGE / ARCHIVE CLIENT MATERIALS
9.1 Data storage will be clearly marked in the quote. Any additional data storage required will be charged at the rate displayed in the quote. If the client anticipates large storage requirements then NTCL may request that the client provide their own storage device.
9.2 NTCL shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Client Materials (whether such Client Materials are in the possession of NTCL or otherwise) and it is the Client’s responsibility to ensure that it has appropriate back-up copies of all Client Materials.
9.3 In accordance with clause 8 above, the Client shall insure all Client Materials to their full value against all risks.
9.4 The Client shall provide details to NTCL for the return of all Client Materials supplied within two months from the date of confirmation of an Estimate or Contract for Services, as applicable. If the Client does not provide NTCL with details for the return of the Client Materials, 6 months after the completion of the Agreement NTCL reserves the right to dispose of Client Materials.
SOCIAL AND MARKETING
10.1 NTCL may publicise, advertise and market the Works on its website(s), social media site(s), interviews, in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as NTCL may in its sole discretion decide, without the prior written consent of the Client.
10.2 The Client hereby grants to NTCL a perpetual and royalty-free licence to use the Works throughout the world for the purposes of clause 9.1 above and in order for NTCL to promote its business by whatever means it sees fit.
DATA PROTECTION
11.1 The Client acknowledges that in the course of its dealings with NTCL, NTCL may acquire personal data which relates to the Client and/or any of its employees, freelancers or agents and the Client hereby consents to NTCL, in accordance with its authorisation and the Act, collecting, storing, processing and transferring to third parties such personal data. The Client further consents to the sale or transfer by NTCL of such personal data in connection with an assignment or transfer of any of its assets and its disclosure in compliance with any rule of law or order of competent authority.
11.2 The Client’s consents pursuant to this clause 13 are given by it for itself and on behalf of its employees, freelancers and agents (if any) and the Customer hereby warrants to NTCL that it has the authority to give such consent on behalf of those persons.