Terms & Conditions
1. DEFINITIONS & INTERPRETATION
1.1 In these terms and conditions, the following words and phrases shall have the meanings ascribed to them below:
“Client” means the company, person or party detailed in the Quotation who purchases Services from VR;
“Conditions” means these terms and conditions;
“Commission” means the contractual commission by the Client of VR in relation to the supply of Services, which commission, incorporates the Quotation and these Conditions;
“Deliverables” means any images, video, animation, interactive CD-ROMS, DVDs or any other material produced by VR;
“Fees” means the fees detailed in the Quotation as calculated in accordance with condition 7;
“Intellectual Property Rights” means all rights (anywhere in the world, whether statutory, common law or otherwise) relating to, arising from, or associated with the Deliverables, including rights of copyright and design rights;
“Payment Terms” means the payment terms (if any) detailed in the Quotation;
“Quotation” means the document describing the Commission, which quotation may take the form of an email;
“Special Conditions” means the special terms and conditions (if any) detailed in the Quotation;
“Services” mean the services as set out in the Quotation, including the supply of any Deliverables;
“VR” means VR Studios Limited (company number 07078651) whose registered office is at 1st Floor, Unit 7, Wellington Mills, Quebec Street, Elland, West Yorkshire, HX5 9AS
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.4 A reference to writing or written includes fax and email.
1.5 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.6 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.
2. APPLICATION OF the conditions AND SCOPE
2.1 Details of the Commission including the quantity, description and price of the Services shall be detailed in the Quotation together with any special or additional terms and conditions.
2.2 The Quotation together with these Conditions, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it, superseding any previous agreement between the parties relating to such matters.
2.3 Any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a director of VR.
3.1 All samples, drawings, descriptive matter, scoping and advertising issued by VR, and any descriptions or illustrations contained in VR’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Commission.
3.2 Any typographical, clerical or other error or omission in the Quotation, service description, any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by VR shall be subject to correction without any liability on the part of VR.
4. VR’s responsibilities
4.1 VR warrants that the Services shall be performed using reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982.
4.2 In addition, VR shall use reasonable endeavours to perform the Commission in accordance with these Conditions in all material respects, minor errors excluded.
4.3 VR shall use reasonable endeavours to meet any performance dates but any such dates shall be estimates only and time for performance by VR shall not be of the essence.
4.4 If VR’s performance of its obligations is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors, consultants or employees, then, without prejudice to any other right or remedy it may have, VR shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
5.0 Customer’s obligations
5.1 The Client shall fully co-operate with VR in its performance of the Commission.
5.2 The Client shall ensure that all materials supplied by it to VR are original and do not infringe any third party Intellectual Property Rights.
6. Change control
6.1 If either party requests a change to the scope or performance of the Commission, VR shall, within a reasonable time, provide a written estimate to the Client of:
(a) the likely time required to implement the change;
(b) any variations to VR’s price arising from the change;
(c) any other impact of the change on the terms of the Commission.
6.2 If VR requests a change to the scope of the Commission, the Client shall not unreasonably withhold or delay consent to it.
6.3 If the Client wishes VR to proceed with the change, VR has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to the price, any implementation plan and any other relevant terms of the Commission to take account of the change
7.1 The Fees shall be deemed to be in UK £s (pounds sterling) and unless expressly stated otherwise, shall include value added tax (where applicable) at the applicable current rate.
7.2 Unless otherwise provided for in the Quotation, the Fees shall exclude the costs of photography, prints, transparencies and the supply of 3D models.
7.3 Where the Fees are to be determined on a time and materials basis:
(a) the Fees shall be calculated in accordance with the daily fee rates as detailed in the Quotation or as notified from time to time;
(b) VR’s standard daily fee rates are calculated on the basis of an eight (8) hour day worked between 9.00 am and 5.00 pm on weekdays (excluding weekends and public holidays).
8. INVOICING AND PAYMENT TERMS
8.1 VR shall:
(a) where there are Payment Terms, issue an invoice for the payment of the Fees incurred (and the Client shall pay such invoice), which shall be paid in accordance with any Payment Terms; or
(b) where there are no Payment Terms, at the end of each calendar month, issue an invoice for the payment of any Fees incurred in that month, which the Client shall pay within thirty (30) days of receipt.
8.2 Time for payment of every invoice shall be of the essence.
8.3 If the Client fails to do so, then VR may suspend or terminate the further performance of the Services in accordance with condition 11.
8.4 The Client shall make all payments due under the Commission in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by VR to the Customer.
8.5 If the Client fails to pay VR any sum due pursuant to the Commission, without prejudice to any other right or remedy available to VR:
(a) the Client shall be liable to pay interest to VR on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. VR reserves the right to claim interest, compensation and costs under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) VR may suspend further performance of the Services.
9. INTELLECTUAL PROPERTY RIGHTS & LICENCE
9.1 VR and the Client agree that all Intellectual Property Rights in and title to any Deliverables, shall be the property of VR. VR shall have the right to reproduce the Deliverables for any internal commercial purpose, including self- promotion.
9.2 Subject to payment being made in accordance with condition 7, Client grants to the Client a non-exclusive, irrevocable, non-sub-licensable, non-assignable right and license to reproduce the Deliverables, for the purposes contemplated at the time of the Commission (including the use in print, TV, editorials, brochures, site hoarding etc) and only then for its own internal business purposes.
9.3 Any reproduction of the Deliverables by the Client shall be accompanied by a statement accrediting VR as the owner of the Intellectual Property Rights, which accreditation may take the form of a copyright notice.
10. Limitation of liability
10.1 Nothing in the Commission shall limit or exclude VR’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
10.2 Subject to condition 10.1, VR shall not be liable to the Customer, whether in Commission, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Commission for:
(d) loss of profits;
(e) loss of sales or business;
(f) loss of contracts;
(g) loss of anticipated savings;
(h) loss of or damage to goodwill; and
(i) any indirect or consequential loss.
10.3 Subject to condition 10.2 VR’s total liability to the Customer, whether in Commission, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Commission shall be limited to the Fees paid by the Client under this Commission.
11.1 Without prejudice to any other rights VR may have under the Commission, at any time during the Commission, VR shall have the right to terminate the Commission on written notice to the Customer, with immediate effect, if the Customer:
(a) breaches any of the Conditions and such breach is not capable or remedy;
(b) breaches any of the Conditions and if such breach is remediable, fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
(c) (being a person) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;
(d) (being a body corporate) shall have a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors;
(e) suspends or ceases or threatens to suspend or cease, to carry on all or a substantial part of its trade or business; or
11.2 Termination of the Commission (however occasioned) shall not affect any accrued rights or liabilities of either party.
12. CONFIDENTIALITY AND SUPPLIER’S PROPERTY
21.1 VR shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to VR by the Client or its agents, and any other confidential information concerning VR’s business or its products which the Client may obtain. VR shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Services and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
12.2 All materials, equipment and tools, drawings, specifications and data supplied by VR to the Client shall at all times be and remain the exclusive property of VR, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to VR, and shall not be disposed of or used other than in accordance with VR’s written instructions or authorisation.
12.3 This condition 12 shall survive termination of the Commission, however arising.
13. REGULATORY COMPLIANCE
13.1 If a licence, consent, permission or any government or other authority is required in relation to the Commission, the Client shall obtain the licence or consent at its own expense and if requested, produce the evidence to VR on demand. Failure to obtain any licence or consent shall not entitle the Client withhold or delay payment or terminate the Commission.
14.1 All communications between VR and the Client regarding the Commission shall be in writing and delivered by email, hand, first class post or fax to:
(a) (in case of communications to VR) its registered address or any other address notified in writing from time to time; or
(b) (in the case of the communications to the Client) the address notified in writing from time to time.
15.1 VR may assign the Commission or any part of it to any third party. The Client shall not be entitled to assign the Commission or any part of it without the prior written consent of VR.
15.2 Each right or remedy of VR under the Commission is without prejudice to any other right or remedy of VR whether under the Commission or not.
15.3 If any provision of the Commission is found by a 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 Commission and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by VR in enforcing or partially enforcing any provision of the Commission shall not be construed as a waiver of any of its rights under the Commission.
15.5 Any waiver by VR of any breach of, or any default under, any provision of the Commission by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Commission.
15.6 Each of the parties acknowledges and agrees that in entering into the Commission it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Commission. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of the Commission.
15.7 The parties do not intend that any term of the Commission shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.8 The formation, existence, construction, performance, validity and all aspects of the Commission shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
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