Business Terms And Conditions

  1. Terms and conditions

    Interpretation

The following definitions and rules of interpretation apply in these Conditions.

    1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 15.5.

Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the party who purchases Services from the Supplier.

Customer Default: has the meaning set out in clause 4.2.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018;  the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;  any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Data subject, controller, processor, personal data, personal data breach, processing and appropriate technical and organisational measures shall bear the meanings given to those terms respectively in the Data Protection Legislation.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer. 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Customer’s order for Services as set out in the Customer’s written acceptance of the Supplier’s quotation. 

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

Specification: the description or specification of the Services provided in writing by the Supplier to the Customer.

Supplier: GV FILM LTD registered in England and Wales with company number 07776298.

    1. Interpretation:
      1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes fax but not email. 
  1. Basis of contract
    1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
    2. The Order shall only be deemed to be accepted when the Customer issues written acceptance of the budget, Specification and schedule provided by the Supplier in response to the request by the Customer for the Services at which point and on which date the Contract shall come into existence (Commencement Date). 
    3. Any samples, drawings, illustrations, descriptive matter, written materials, media clips or advertising issued by the Supplier 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. 
    4. 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.
    5. Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue, or, longer at the sole discretion of the Supplier.
  2. Supply of Services
    1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. 
    2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    3. The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services in the opinion of the Supplier, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 
  3. Customer’s obligations 
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides is complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier with such information and materials as the Supplier may require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
      5. comply with any additional obligations as set out in the Specification.
    2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and 
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  4. Payment
    1. The Customer shall pay each invoice submitted by the Supplier:
      1. within 28 days of the Commencement Date or in accordance with any terms agreed by the Supplier and confirmed in writing to the Customer; and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

    1. The Supplier shall be entitled to make adjustments to the price quoted in the following circumstances:-
      1. If additional costs and/or expenses are incurred, or are likely to be incurred, by the Supplier as a result of the Customer making any adjustments to the Order;
      2. If the Customer fails to provide sufficient information prior to obtaining a quote to enable the Supplier to have a clear understanding of the Services being requested and the Supplier is therefore required to reassess the work involved in order to provide the Services; 
      3. If any additional costs and/or expenses are incurred, or are likely to be incurred, by the Supplier due to the format, incompatibility, unsuitability or defective nature of the materials supplied by the Customer; and
      4. If additional costs and/or expenses are incurred, or are likely to be incurred, by the Supplier as a result of circumstances which are outside the Supplier’s control, including but not limited to fluctuations in exchange rates, alterations to third party costs or increased costs of materials required to provide the Services. 
    2. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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. 
    3. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    4. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Delivery 
    1. All timescales provided, whilst given in good faith, are not guaranteed. 
    2. The Supplier may deliver the Deliverables by any means it, in its sole discretion, deems appropriate (including but not limited to electronic transmission or physical format) unless the method of delivery is specifically agreed with the customer in writing. 
    3. If the Customer is unable to accept delivery of any Deliverables on the date agreed with the Supplier, or if the Customer is not able to agree a specific date for delivery of any products, the Supplier shall store the Deliverables and shall be entitled to charge the Customer the reasonable costs of doing so. 
    4. If the Customer requests that the Deliverables are delivers by post, courier or any other means, the Supplier will not be liable for any loss, damage, costs or expenses incurred once the Deliverables have left the Suppliers premises. 
    5. If the Customer requires the Deliverables to be sent electronically the Customer accepts that electronic delivery may not be a secure method of delivery and accepts all liability in connection with any losses, damages, costs or expenses which may arise as a result of any Deliverables being sent electronically and indemnifies the Supplier against any such losses, damages or expenses incurred.
  2. Cancelling an Order 
    1. An Order may not be cancelled once the Supplier has commenced works in connection with the Services.
    2. An Order may only be varied with the prior written consent of the Supplier. 
    3. The Supplier shall be entitled to recover all costs, expenses and losses incurred as a result of any cancellation or variation to an Order.
    4. The Customer shall be liable for the full price quoted in the event that an Order is cancelled following commencement of works to complete the Services on the basis that the Supplier is unlikely to obtain an Order to fill the resources set aside for this specific Order in the timescale provided.
  3. Risk
    1. Risk shall pass to the Customer at the time when the Deliverables, or part of the Deliverables, leave the Supplier’s premises
    2. Title shall pass to the Customer upon full receipt of all sums payable by the Customer to the Supplier. The Customer shall be required to return any Deliverables to the Supplier in which title has not passed to the Customer, at their own cost. 
  4. Materials
    1. The Supplier shall have no liability in respect of any loss, damage, expenses or costs arising in connection with any materials provided by the Customer to the Supplier.
    2. The Customer shall be responsible for insuring all materials for their full reinstatement costs for the duration the materials remain in the possession of the Supplier.
  5. Intellectual property rights 
    1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier. 
    2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
    3. The Customer shall provide copies of all licences obtained in connection with clause 10.2 or any similar rights immediately following a request from the Supplier.
    4. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 10.2.
    5. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
    6. The Customer must ensure they have obtained all necessary licences and consents in connection with Intellectual Property Rights in materials provided by the Customer which are owned by third parties. 
    7. The Customer shall indemnify and shall keep the Supplier from and against all claims, costs, charges, expenses, fees and proceedings arising from or in connection with any infringement or alleged infringement of any Intellectual Property Rights
    8. The Customer accepts and agrees that that they will pay the Supplier the full cost of the Services as set out in the Order or agreed between the parties in writing in the event that any infringement or alleged infringement of any Intellectual Property Rights is raised in connection with the Deliverables where the material that infringed or is alleged to have infringed the Intellectual Property Rights was supplied by the Customer.
    9. The Customer accepts and agrees that the Supplier will not be required to amend, modify, edit or otherwise change the Deliverables in the event of any infringement or alleged infringement of any Intellectual Property Rights where the material that infringed or is alleged to have infringed the Intellectual Property Rights was supplied by the Customer. Any such amendments required to be carried out by the Supplier at the request of the Customer shall be subject to a new order.
    10. The Customer permits the Supplier to publicise, display, advertise, promote and use the works carried out in connection with the Services in the public domain, including but not limited to, on its website, on its social media platforms, in advertising materials, in presentations, in any awards ceremony or in any other manner as the Supplier may choose.  
    11. The Customer confirms that in the event that the Supplier learns, develops or is exposed to any industry know how in connection with the materials provided by the Customer or in the process of providing the Services, the Supplier shall retain all rights in and to such know how. 
  6. Data protection 
    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor. 
    3. Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.
    4. Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
  7. Liability
    1. The Customer shall indemnify and keep indemnified the Supplier against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:
      1. the enforcement of these Conditions, the Contract and/or the Order;
      2. any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Services;  
      3. any claim made against the Supplier for actual or alleged infringement of the Customer’s intellectual property rights arising out of or in connection with the Services; and
      4. any claim made against the Supplier by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Customer, its employees, agents or subcontractors.

The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1,000,000.00 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

    1. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    2. Subject to clause 12.2, the Supplier’s total liability to the Customer shall not exceed £1,000.00. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. 
    3. This clause 8.7 sets out specific heads of excluded loss:
      1. Subject to clause 12.2, the types of loss listed in clause 8.7(b) are wholly excluded by the parties.
      2. The following types of loss are wholly excluded:
        1. Loss of profits
        2. Loss of sales or business.
        3. Loss of agreements or contracts.
        4. Loss of anticipated savings.
        5. Loss of use or corruption of software, data or information.
        6. Loss of or damage to goodwill.
        7. Indirect or consequential loss.
    4. The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    5. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire twelve months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    6. This clause 12 shall survive termination of the Contract.
  1. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under the Contract on the due date for payment; or
      2. there is a change of control of the Customer.
    3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(a) to clause 9.2(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  2. Consequences of termination
    1. On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect after termination or expiry of the Contract.
  3. General
    1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. 
    2. Assignment and other dealings.
      1. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
    3. Confidentiality.
      1. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15.3 and any non-disclosure agreement entered into with the Supplier; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    4. Entire agreement.
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
      3. Nothing in this clause shall limit or exclude any liability for fraud.
    5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    6. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Severance. 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.
    8. Notices.
      1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
      2. Any notice shall be deemed to have been received:
        1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    9. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.