Terms and Conditions
1. Applicability
1.1 These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by JRB Holdings LLC registered in England and Wales with company number 12345678 (“Supplier”) to You (“Customer”).
1.2 The accompanying order confirmation (the “Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order, these Terms/the Order shall govern.
1.3 These Terms prevail over any of the Customer’s general terms and conditions regardless whether or when the Customer has submitted its request for proposal, order, or such terms. Provision of services to the Customer does not constitute acceptance of any of the Customer’s terms and conditions and does not service to modify or amend these terms.
2. Interpretation
2.1 Definitions:
“Amendments and Extras”; means any amendments as determined by the Supplier at its absolute discretion to the Services or any additions to the Services and styles.
“Business Day”; a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges”; the charges payable by the Customer for the supply of the Services in accordance with clause 6.
“Commencement Date”; has the meaning set out in clause 3.2.
“Conditions”; these terms and conditions as amended from time to time in accordance with clause 13.5.
“Contract”; the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
“Customer”; the person or firm who purchases Services from the Supplier.
“Customer Default “; has the meaning set out in clause 5.2.
“Deliverables”; the final version of the video in an un-editable file format, produced by the Supplier for the Customer.
“Free Revisions”; means minor changes to music, colour, spelling mistakes, word order (text only), images and animation only to be determined by the Company at its absolute discretion..
“Priority Scheduling”; has the meaning set out in clause 4.3.
“Intellectual Property Rights”; patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 via the online ordering form on the Supplier’s Website (or via email if the Supplier agrees).
“Website Order Form” the automated order form through which the Customer orders the Services from the Supplier
“Services”; the design and production of the video including any Extras, supplied by the Supplier to the Customer as set out in the Specification.
“Specification”; the description or specification of the Services as summarised at the end of the Website Order Form prior to payment being made by the Customer.
“Standard Scheduling”; has the meaning set out in clause 4.2.
“Supplier” JRB Holdings registered in England and Wales with company number 12345678.
“Supplier’s Website”; means www.smartanimatedvideos.com (or such other website as may be operated by the Supplier
“Video Assets”. from time to time.) elements used to create the video, these include any animated elements, footage or text used within any video, music, sound effects, voice overs and images provided by the Supplier.
2.2 Interpretation:
(a) 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 any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.
3. Basis of Contract
3.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
3.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
3.3 The following are provided for the sole purpose of giving an approximate idea of the Services described in them and shall not form part of the Contract or have any contractual force:
(a) any samples, drawings, descriptive matter or advertising issued by the Supplier;
(b) any descriptions or illustrations contained in the Supplier’s catalogues or brochures; and.
(c) any examples of the video styles. (The Supplier will maintain a similar feel in the production of a video ordered in the selected style.)
3.4 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.
3.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue.
3.6 The Customer hereby consents to immediate performance of the Agreement and acknowledges that they will lose their right of withdrawal from the Agreement once the Services have commenced.
4. Supply of Services
4.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
4.2
(a) The Supplier shall use reasonable endeavours to complete the Services within the agreed timeframe of the Customer agreeing the script (“Standard Scheduling”). This time frame is an estimate only and during busy periods the Time Frame may not be achievable. Time shall not be of the essence for performance of the Services.
(b) Unlimited Revisions are unquantifiable in both quantity and rounds, The Supplier reserves the right to extend an agreed delivery schedule at its discretion.
4.3 Where the Customer purchases Priority Scheduling, the Supplier shall use reasonable endeavours to complete the Services before an agreed supply date once the customer has supplied all information to begin work. Time shall not be of the essence for performance of the Services (“Priority Scheduling”), in addition to a video purchase and the Supplier cannot fulfil the time scale within scope of the agreed schedule, the Supplier will issue the Customer a refund for the additional Priority Schedule charge only. Failure by the Supplier to meet the Priority Schedule excludes the possibility of a refund of the entire video payment. In these circumstances if Priority Schedule cannot be met, the delivery timeframe will resort back to the Standard Schedule as per clause 4.2.
4.4 The Supplier requires branding from The Customer to begin The Project. If no branding is received by The Supplier when the process reaches the ‘Kick-off Meeting’, The Supplier reserves the right to modify the ‘Production Schedule’ and/or extend the delivery date at its discretion.
4.5 Where the Customer requests Amendments and Extras, the Supplier will inform the Customer of any changes to the delivery time frame by email within 2 working days.
4.6 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.7 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5. Customer’s Obligations
5.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects. (If the Customer pays extra for Priority Scheduling, but fails to supply all information that is reasonably required to the Supplier to provide the Services, the deadline will remain unsatisfied and a refund will not be issued for the additional payment);
(d) obtain and maintain all necessary licences, permissions and consents which may be required in order to allow the Supplier to provide the Services before the date on which the Services are to start;
5.2 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”):
(a) the Supplier shall without limiting its other rights or remedies 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 to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) 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 5.2; and
(c) 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.
6. Charges and Payment
6.1 The Charges for the Services shall be as detailed on a quote provided by the Supplier. A signed proposal, or a deposit payment with the remaining balance due on sign off of the final version of the project, PO document for payment of the full balance, must be made up front prior to the Services commencing,. Unwatermarked drafts will be withheld by The Company until the final balance is cleared unless previously agreed.
6.2 If The Customer chooses to purchase via Purchase Order, The Customer may use the final unwatermarked versions of the video, the rights to the video will be withheld by The Supplier until the final balance is cleared.
6.3 Deposits are non-refundable if the project has commenced in any way. If a deposit is placed by the Customer, The Supplier reserves the right to archive The Project if The Customer becomes unresponsive for 3 months. If The Customer chooses to make a discounted full payment up front, The Customer will be entitled to a part-refund of the remaining balance minus work completed at The Suppliers current hourly rate. If the project reaches Draft 1 The Customer will not be entitled to a refund and will be liable for the full balance as quoted if unpaid. The Customer may start an archived project any time up to 12 months after paying a reinstatement fee disclosed by The Supplier.
6.4 The Supplier also reserves the right to charge for Amendments and Extras. If the Customer requires any Amendments and Extras, the Supplier will issue the Customer with an invoice. The Supplier will not action the Amendments and Extras until payment of the invoice has been received.
6.5 The Supplier reserves the right to increase its standard fee rates. The Supplier will give the Customer reasonable written notice of any such increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 5 Business Days of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 5 Business Days written notice to the Customer.
6.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“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.
6.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7. Amendments and Extras
7.1 The customer is provided one round of unlimited free visual revisions to Draft 1, this excludes revisions to the script and voice over (unless there is a pronunciation error).
7.2 Should the Customer require further revisions to Draft 2, there will be an additional Charge.
7.3 The Customer may also request any of the Extras listed as available on the Website for which there is an additional Charge. This must be done within 1 calendar month of receipt of the video. This clause excludes the Priority Scheduling option.
7.4 The Customer must pay for any Extras and Amendments prior to the Supplier completing the Services.
8. Script
8.1 The Customer shall select the desired video length runtime and corresponding fee, for the draft script to be produced. The copywriter (appointed by the supplier at its absolute discretion) will then provide the Customer with a draft script (This timescale is at the Supplier’s discretion, as it will be dependent on the length and complexity of the script).
8.2 The draft script may be edited by the Customer provided at all times that such edits do not cause the video to exceed the selected length and remains within the constraints set by the Supplier at its discretion.
8.3 Script Approval shall occur when the Customer approves the draft script whether such approval be in writing, verbal or other electronic means.
8.4 Any edits or amendments to the script after Script Approval shall be subject to additional fees, which shall be charged by the Supplier to the Customer at the Suppliers absolute discretion.
9. Miscellaneous
9.1 The use of Video Assets by the Customer is prohibited as the Supplier is not expressly or impliedly licensed to resell the use of Video Assets.
9.2 In relation to voice overs, the Supplier guarantees the voice over gender, however in the circumstances that the artist featured on the Order is unavailable for the production of the video, another voice over artist of the same gender and similar native accent will be appointed, the Supplier does not guarantee specific regional styles or regional accents.
The Supplier does not guarantee the delivery style of the voice over as there is not a clear way of defining an ‘energetic’ or ‘corporate’ speaking style, although the Supplier will endeavour to maintain the perceived style.
9.3 The Customer will not be entitled to access the editable video source file under any circumstances.
9.4 The Customer is permitted to adjust the video format and file size if required, this will not be deemed as ‘editing’ provided the visual integrity of the video remains intact.
9.5 The Customer agrees to complete the order form with text, wording, assets, footage or anything else given to the Supplier for use in their video provided it has the appropriate licensing. The Supplier will not be liable for any misuse of content supplied by the client.
10. Intellectual Property Rights
10.1 Intellectual Property Rights to the final version of the finished video file shall be owned by The Customer.
10.2 The Customer agrees that wording, assets, footage or anything else given to the Supplier for use in their video that has the appropriate licensing. The Supplier will not be liable for any misuse of content supplied by the Customer.
10.3 The Supplier withholds the right to use any Video Assets in any other projects, the Video Assets used in the Customer’s video are not exclusive to the Customer unless supplied by, or created for the customer with prior agreement to exclusive.
10.4 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to licence such rights to the Customer.
10.5 The Customer agrees to indemnify the Supplier in full 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 the unauthorised use of any third party Intellectual Property Rights supplied by the Customer.
11. Limitation of Liability
11.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 9.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
11.3 Subject to clause 10.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
11.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.5 This clause 10 shall survive termination of the Contract.
12. Termination
12.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer 5 Business Days’ written notice.
12.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract;
(b) the Customer 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;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
13. Consequences of Termination
On termination of the Contract for any reason:
(a) 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; If a video reaches Draft 1 the video is considered complete and signed off if terminated, from this stage on The Customer will not be entitled to a refund and will be liable for any outstanding balance in full; the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
14. General
14.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
14.2 Assignment and other dealings.
(a) The Supplier 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 or agent.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
14.3 Confidentiality
(a) 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 13.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) 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 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.4 Entire Agreement.
(a) This Agreement 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.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
14.7 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.
14.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.8(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
14.10 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.
14.11 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.