1. Definitions

The definitions and rules of interpretation in this Terms and Conditions shall apply in these conditions.

‘Booking’ means the Booking period for which the Company has agreed to provide work to the Client.

‘Client’ means the person, firm, corporation or company using the services of the Company.

‘Client Deliverables’ means any file requested by the Company in the Schedule, that the Client agrees to supply by a specific date.

‘Company’ means Arteconi CGI, which is a trading name of Arteconi CGI Ltd.

‘Deliverables’ means the services and work specified in the Project Brief to be delivered by the Company to the Client, in the form and media specified in the Project Brief.

‘Due Date’ means the date that payment for an invoice from the Company is due to have cleared into the Company’s bank account. This is always shown on the Company’s invoices.

‘Facilities’ means the equipment, personnel, creative and production facilities and services which the Company is providing to the Client in accordance with these Terms and Conditions.

‘Milestone’ means each key stage of the Schedule. The Client’s responsibilities for signing off each Milestone will be detailed in the Schedule.

‘Project Brief’ means a detailed description of the specific work to be carried out by the Company.

‘Schedule’ means any documentation or email correspondence provided by the Company or the Client prior to a Booking being made. This document will detail the process and key dates.

‘Services’ means any work undertaken on behalf of the Client, including but not limited to animation, editing, design and app development and any other such similar tasks which the Company has agreed to undertake pursuant to the Project Brief.

‘Source Files’ means the program files used to produce the Deliverables.

2. Contract

2.1 These Terms and Conditions shall govern the Contract to the exclusion of all other terms and conditions, including any terms and conditions which the Client may seek to bring to the Company’s attention.

2.2 The Company shall undertake the Services with reasonable skill and care using suitable equipment and technically competent personnel, in return for payment of the Fee and any Disbursements and other charges payable to the Company.

3. Rates, Charges and Payments

3.1 Any rates quoted by the Company do not include Value Added Tax, courier and delivery charges or any additional costs incurred by the Company as a result of:

a. Materials supplied by the Client being in the opinion of the Company in any way defective or an unsuitable format or of an unsuitable quality or;

b. The information supplied by The Client or any third party in connection with the Booking and its requirements not providing a full and accurate indication of the work involved or if such requirements are altered or added to by the Client subsequent to the date of the Booking

3.2 Unless agreed otherwise in writing, all invoices must be paid within 30 days of completion of work.

3.3 For worked quoted over £5,000 ex vat, the Company will require 50% of the invoice paid as a deposit prior to commencement of work. The remaining 50% shall be payable on completion of work and within 30 days.

3.4 For jobs involving the purchase of external goods and Services from third parties, the Company may require payment prior to commencement of work or prior to purchase of external goods and services from third parties.

3.5 Where full payment on an invoice is not received by the Company as cleared funds into our bank account by the Due Date:

a. Interest shall accrue on the sum outstanding at the rate of 5% per month or part thereof, without prejudice to the Company’s right to receive payment on the Due Date. The Client shall reimburse the Company for any costs incurred in the course of recovering late payment.

b. The Company will cease to provide the Facilities related to all Bookings with the Client until the overdue payment is settled. Delays to the Schedule will be incurred which may carry additional charges.

c. The Company may report any defaults by the Client to the relevant credit agencies.

3.6 The Company is not part of any payment chain with relation to third parties, and is commissioned on the basis that the Client retains sufficient funds to pay for the Booking, throughout the Booking period until all payment is received by the Company.

3.7 Any queries on an invoice must be raised within 7 days of the date of the invoice.

3.8 Payment must be made by bank transfer.

3.9 Major revisions to a project, will be deemed a change of contract and may the need for a new contract and/or incur additional costs at the discretion of the Company.

3.10 The Client may terminate the Contract at any time by written notice of termination, but they will remain liable to pay in full for all work previously undertaken and in progress by the Company unless any other written agreement is reached in advance.

4. Working Hours

4.1 The Company’s core working hours are Monday to Friday, 9 am–6 pm GMT.

4.2 Any work outside of these hours is at the Company’s discretion and may be charged at time and a half.

5. Schedules and Delays

5.1 Whilst all the time and price estimates given by the Company are given in good faith and the Company will endeavor to adhere to such estimates, time shall not be of the essence and is not guaranteed and the Company will not be bound by such estimates where they are not met due to the Client’s changes, failure to provide information or Client deliverables not being in a timely fashion or other circumstances outside the Company’s control and the Company will not be liable for any failure to meet such estimates. The Company will not be responsible for any costs, charges or expenses incurred by the Client as a result of such failure.

5.2 In cases of delayed Schedules due to circumstances outside the Company’s control, upon request of the Client, the Company will endeavor to provide extra resources at an additional cost to help meet the original deadlines. In such circumstances, working outside of core Working Hours may be charged at time and a half.

5.3 A Booking is made with respect to a specific period of time in which the Company agrees to provide the Facilities, at its discretion. The Company may add extra charges if delays introduced by the Client mean that work related to a Booking has not been completed after the respective Booking period has ended.

6. Milestone approvals

6.1 After each Milestone is complete, the Client is responsible for checking and approving all aspects of the relevant Milestone as specified in the Schedule before work can be started on the next Milestone. The Client’s approval represents an agreement that all decision makers, including any third parties involved have deemed that the work undertaken during the Milestone is complete.

6.2 Milestone approvals at a later stage will always override approvals from an earlier stage.

6.3 Delays to the Schedule and extra costs may be incurred if the Company is requested to perform work on earlier Milestone stages that have been previously signed off.

7. Project Delivery & Files

7.1 The Company hereby grants the Client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the Deliverables solely in connection with the project as defined in the Project Brief and in accordance with these Terms and Conditions.

7.2 Unless defined in the Project Brief, the Company will only supply the Deliverables as video, image or other specified digital media files and will not supply the Source Files used to produce the Deliverables. Source Files can be supplied at the Company’s discretion for an additional cost unless agreed to be included as Deliverables in the Project Brief.

8. Cancellations

8.1 At our absolute discretion, the Company may at any time permit cancellation by the Client of a Booking or job and reserves the right to cancel any Booking or order in the event of any breach of these Terms and Conditions by the Client.

8.2 In the event of any such cancellation being permitted by The Company, a cancellation fee for work completed will be paid by The Client, with the fee based on the current Milestone stage of the Booking. The fee will not exceed 100 percent of the total Booking cost.

8.3 If, after Booking commencement, communication from The Client (face to face, telephone or email) stops for a period of 14 days or more, the Booking can be cancelled in writing by The Company and ownership of all copyrights shall be retained by the Company.

9. Indemnity

The Client agrees to indemnify and hold harmless The Company from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including lawyers’ fees and costs, but only to the extent caused by, arising out of, the work supplied by The Company.

10. Force Majeure

10.1 Notwithstanding any other term of the Contract, the Company shall not be under any liability for any failure to perform any of its obligations pursuant to the Contract due to the occurrence of any Force Majeure Event. Following notification by the Company to the Client of the occurrence of any such Force Majeure Event, the Company shall be entitled to a reasonable period of time to perform its obligations hereunder. For the purpose of the Contract, a ‘Force Majeure Event’ means, without limitation:

a. Any Act of God, explosion, flood, tempest, fire or accident;
b. War or threat of war, sabotage, insurrection, civil disturbance or requisition;
c. Acts, restrictions, regulations, by- laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
d. Import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company, the Client or of a third party ruling or action of any labour union or trade body association affecting the Company or the Client);
e. Difficulties in obtaining raw materials, labour, fuel, parts or equipment;
f. Power failure or breakdown in equipment or any other events beyond the control of the Company.

11. Confidentiality

The Client shall inform the Company in writing before the Booking commences if any portion of any material or information provided by the Client is confidential.

12. Copyrights

Unless otherwise stated, the Client hereby grants to the Company a perpetual and royalty-free licence to refer to the Client and to use all or any part of the Deliverables processed or produced by the Company on the Client’s behalf in order to promote or advertise the Company’s business.