In these Conditions:
“The Company” means Colour By Rogers Limited;
“Contract” means any contract between the Company and the Client from time to time for the provision of Services; “The Client” means the person, firm or company using the services of the Company;
“Services” means the services forming the subject of the contract between the Company and the Client;
The Company's Booking Terms and Conditions can be found here - http://johnrogerscolour.co.uk/bookings-and-terms-and-conditions
2. INCORPORATION OF CONDITIONS
These Conditions are the only terms or conditions on which the Company gives quotations, accepts bookings or orders or supplies the Services. These Conditions override any other representations, terms or conditions stipulated, referred to or implied by the Client or the Company, its servants or agents whether in any order or in any document or in any negotiation or discussion. No variation of these Conditions shall be effective unless expressly agreed in writing, signed by or on behalf of the Company.
3. BOOKING AND ORDERS
A Contract shall exist between the parties upon and only upon the Company accepting the Clients booking or order. Each booking order accepted by the Company in accordance with these Conditions constitutes a separate Contract between the parties that is subject to these Conditions.
4. CHARGES AND RATE CARD
Unless otherwise agreed by the Company in writing, the charges applicable are those appearing upon the Company’s published Rate Card current at the time of the Company’s acceptance of the booking or order. Charges are quoted in Pounds Sterling exclusive of VAT, which the Client shall be additionally liable to pay to the Company. The Company reserves the right to alter the terms of its Rate Card at any time without prior notice provided that unless an increase in charges is solely the result of an increase in the cost to the Company of
fulfilling the booking or order upon being notified of an increase in charges the Client shall be entitled to cancel the booking or order. To be effective, a cancellation in the circumstances of the last preceding sentence must be in writing and received by the Company within 24 hours of the increase in charges being communicated to the Client.
5. PAYMENT TERMS
Payment for the Services shall be due within 28 days of the date of the invoice (“the Due Date”), time to be of the essence. This provision shall be without prejudice to the Company’s right to require immediate payment of all outstanding invoices rendered to the Client where the Client is in default of the payment terms in this Clause in respect of one or more invoices. If payment is not received by the Due Date , the Company reserves the right to withdraw any special terms or conditions or discounts or rebates that have or are intended to apply to any current or future Contract. The Company reserves the right to require payment in part or full in advance of the date of performance of the Services. If the Client fails to pay any invoice or any part thereof by the Due Date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to either cancel the Contract, suspend the provision of further services to the Client or Charge the Client interest on any overdue payments at the annual rate of 5% above the base rate from time to time of the Company’s bankers (both before and after judgement) and that such interest may be claimed by the Company from the date of invoices until the date of payment.
Any dates, times or periods quoted by the Company for performance of the Services are estimates only and the Company shall not be liable for failure to meet such estimates or for any costs charges or expenses incurred as a consequence of such failure and accordingly, the Client shall not be entitled to refuse to accept Services merely because of such failure. Time for performance shall not be of the essence unless previously agreed with the Company in writing. The Company may employ subcontractors to perform part or parts of the Service.
7. CLIENT’S REPRESENTATIVE
If requested to do so by the Company, the Client shall appoint a representative who shall be available at all reasonable times to approve the Services and if so required by the Company to be in attendance during the performance of the Services and whose approval in such circumstances shall be final and binding on the Client.
9. RISK AND LIABILITY
Risk in the Client’s films, tapes or other materials will at all times remain with the Client. The Company cannot and will not insure against loss of or damage to the content of Client’s films or tapes and accordingly LIABILITY IN RESPECT OF SUCH LOSS OR DAMAGEEVEN WHEN THE RESULT OF NEGLIGENCE ON THE PART OF THE COMPANY, ITS SERVANTS, AGENTS OR SUB-CONTRACTORS IS HEREBYEXCLUDED. The Company shall have no liability for any indirect or consequential losses or expenses suffered by the Client, howsoever caused, including but not limited to loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
10. INTELLECTUAL PROPERTY
Subject as hereinafter provided the Client hereby indemnifies and will keep indemnified the Company against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Copyright or other intellectual property rights or any defamation or alleged defamation arising out of the processing or reproduction of the Client’s films or tapes by the Company, or any work carried out by the Company on the Client’s instructions.
Unless otherwise instructed by the Client in writing, the Company may use the Client’s name and brief details of the Services for the purposes of the Company’s advertising and promotion of its business. Following the broadcast or exhibition of the work resulting from the Services, the Company shall have the right to use any part of the work solely for use in its corporate advertising and showreels.
12. FORCE MAJEURE
The Company reserves the right to defer the date of performance of the Services or to cancel the Contract or reduce the level of the Services ordered by the Client (without liability to the Client) if it is prevented from or delayed in the performance of the Services due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials.
13. INSOLVENCY OF THE CLIENT
This clause applies if the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver, administrative receiver or administrator is appointed, of any of the property or assets of the Client; or the Client ceases, or threatens to cease, to carry on business; or the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend the performance of any further Services under the Contract without any liability to the Client, and if Services have been performed but not paid for payment shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. CLIENT’S UNDERTAKINGS
The Client shall at all times indemnify the Company in respect of all loss or damage suffered by any person, firm, company or property and against all actions, claims, demands, costs, charges or expenses in connection therewith for which the Company may become liable in respect of the Services. The Client accepts full liability for and shall at all times indemnify the Company against all actions, claims, demands, costs, charges and expenses whatsoever arising out of any loss of damage to any person, firm or company by reason of deficiencies in the materials or data or the like supplied to the Company by the Client in connection with the carrying out of the Services.
15. MATERIALS STORAGE
If the Company shall agree, at its absolute discretion, to store or hold any master tape or other material for the Client, then it shall do so entirely at the risk of the Client and shall not be liable for any loss or damage to such tape or other material, whether caused by the negligence of the Company or its employees, or otherwise. The Company reserves the right to charge the Client for such storage or to return the tape or other material to the Client at the Client’s expense.
16. GENERAL LIEN
The Company shall have a general lien over any of the goods or chattels of the Client in the Company’s possession for any moneys whatsoever due from the Client to the Company. If any lien is not satisfied within 14 days of such moneys becoming due, the Company may, in its absolutely discretion, sell or make use of such goods or chattels as agents for the Client and apply the proceeds towards the moneys due and the expenses of the sale, and shall upon accounting to the Client for the balance (if any) remaining, be discharged from all liability in respect of such goods or chattels.
Each Contract between the Company and the Client is personal to the Client who shall not assign or charge the benefit thereof without the Company’s express written consent. The Company may assign the performance of the Contract or any part thereof to any third party without the consent of the Client.
Notices shall be made in writing and posted in a first-class pre-paid envelope to, in the case of communications to the Company: to its registered office or such address as shall be notified to the Client by the Company. In the case of communications to the Client: to the registered office of the Client (if a limited company) or (in any other case) to any address of the Client set out in the Contract or such other address as shall be notified to the Company by the Client. A notice shall be deemed to have been received forty-eight hours after posting (or ninetysix hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom)
and in proving such service it shall be sufficient to show that the envelope was properly addressed and put into the post.
19. PROPER LAW
The validity, construction and performance of each contract shall be governed by English Law and the parties hereby submit to the sole and exclusive jurisdiction of the courts of England and Wales for the resolution of all disputes arising under any Contract.
If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue with full force and effect.
No waiver by the Company of any breach of contract by the Client shall be considered a waiver of any subsequent breach of the same or any other provision.