SUPERFRAME VFX Ltd. Terms and Conditions
© SUPERFRAME VFX Ltd 2018
This document is to be viewed by all involved parties as a binding and insoluble contract in agreement to the terms stated. All work is carried out by Superframe VFX Ltd on the understanding that the client has agreed to Superframe VFX Ltd’s terms and conditions. Your instruction to proceed with work under these terms and conditions shall be deemed acceptance of them.
The following terms and conditions of service apply to all products and services provided by Superframe VFX Ltd.
- Scope of the project
- Customer responsibilities
- Development and acceptance of project
- Third party products
- Contacting Superframe VFX Ltd
- Project management
- Charges and payment
- Jobs Put On Hold or Cancelled by the Client
- Uncollected Work
- Limitation of remedies and liability
- Intellectual property rights
- Confidential Information
- Term and termination
1. Scope of the project
- prepare a specification detailing as accurately as we can, our interpretation of the final product. You, the client, must sign off the specification as acceptable to you, before we begin any work on the project. The specification will be binding and any changes to the product outside the scope of the specification will be charged at our standard rates.
- design, develop and deliver the product, be it print, 3D graphic work, website design or other services in accordance with the specification;
Our standard office hours are 10.00am – 6.00pm, United Kingdom local time, (or 8 working hours per day), Monday to Friday. Projects can be continued outside standard hours, in order to meet required deadlines. Superframe VFX Ltd offers no guarantee that projects can be completed for deadlines that we advise are too short.
2. Customer responsibilities
You acknowledge that our ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of the design specifications, any information and data you provide to us. Accordingly, you shall:
- provide us with access to, and use of, all information, data and documentation (the “materials”) we reasonably required for the performance of the Services; and
- be responsible to ensuring the accuracy and completeness of all such information, data and documentation.
If you cannot supply the information you wish to feature in your product, we will do what we can to obtain it, but we accept no responsibility for errors, omissions or discrepancies which may be present on the final product, as these may arise through our lack of specialist knowledge regarding the content of your product. The time taken to compile the data, as well as any time required to correct errors, omissions or discrepancies which have arisen through your not providing us with adequate materials, will be charged to you at our standard rate. We accept no responsibility for the delay caused in providing you with the final product as a result of your supplying us with insufficient or unsuitable materials. This does not apply if the additional cost could have been avoided but for unreasonable delay on the part of Superframe VFX Ltd in ascertaining the unsuitability of the materials with which you provide us. Where you supply or specify materials, we will take every care to secure the best results in the finished product, but we accept no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied or specified.
3. Development and acceptance of project
Once we have completed the design and development of the product we shall run acceptance tests. The tests shall test compliance of the product with the specification. We shall notify you when the tests have been passed and provide the results to you in writing by email. If any failure to pass the acceptance tests results from a defect which is caused by an act or omission of you, or by one of your sub-contractors or agents for whom we have no responsibility (Non-Supplier Defect), the product shall be deemed to have passed the acceptance tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products. You shall pay us in full for all such additional services and products at our then current fees and prices. Acceptance of the product shall be deemed to have taken place upon the occurrence of any of the following events:
- you use any part of the product for any revenue-earning, or internal purposes or to provide any services to third parties other than for test purposes; or
- you unreasonably delay the start of the relevant acceptance tests for a period of seven working days from the date on which we are ready to commence running such acceptance tests.
4. Third party products
The Third Party Products shall be supplied in accordance with the relevant licensor’s standard terms. The licence fee for such Third Party Products will be added in addition to the Charges payable.
5. Contacting Superframe VFX Ltd
In order to deal more effectively with your queries, we ask that you put any questions to us in writing. This allows us to respond to you more efficiently. There are two ways to contact us. For all enquiries, email email@example.com. Tel: 07920 497952
6. Project management
You shall appoint a project manager who shall:
provide professional and prompt liaison with us; and have the necessary expertise and authority to make decisions.
The project managers shall meet at least [once] every week until Acceptance and thereafter at least [once] every month.
All estimates for work are valid for thirty (30) days, after which time all proposed work will have to be re-quoted. We take no responsibility for a re-estimated price differing from an original estimate.
8. Charges and payment
We require payment of 40% of an estimate for an order before any work on the order commences. The balance shall be due before the completed product is delivered to you. Failure to pay the final balance shall result in non-delivery of the Product. Please note that an estimate for work to be carried out may not represent the final amount owed for said work. All Charges are exclusive of VAT. If you fail to pay any amount payable under this agreement, we shall be entitled, but not obliged, to charge interest on the overdue amount. Such interest shall be payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 2% per annum above the base rate for the time being of Santander. Such interest shall accrue on a daily basis and be compounded quarterly. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. Jobs Put On Hold or Cancelled by the Client
Jobs put on hold or cancelled by the client during production will be invoiced at our full hourly rate based on the number of hours worked and our outlay on materials. This applies irrespective of any package agreements which have been signed, as package discounts only apply if a job is brought to completion. The invoice we issue must be paid in full together with any VAT that falls due accordingly.
10. Uncollected Work
If any items of work including prints and original files belonging to a client are not collected after 12 months of the requested work being done, Superframe VFX Ltd reserved the right to dispose of such material.
Print We do not print in-house. A print proof can be supplied upon request. By agreeing a final proof, you absolve Superframe VFX Ltd of all liability for any errors, omissions or discrepancies which may be present on the proof. Once you have signed this proof, you are not able to make any changes to the final product, nor are you able to hold Superframe VFX Ltd responsible for anything you are unhappy with. These terms and conditions specifically revoke your right to take any kind of action against us for any aspect of the print work with which you are later dissatisfied. Agreeing to these terms and conditions means that, as long as the finished product is as discussed and consistent with the proof if supplied, you must pay in full for the work. This fact applies whether or not you later take issue with any aspect of the product. These terms are final and non-negotiable. This is your final opportunity to make changes to the content. In some circumstances clients deal directly with the printers following the print proof. If this is the case then all printing costs may be made payable to the printers. Your contract is directly with the printer and not with us. Making Changes after Proof Stage (Print Only) If a change is requested, we will do everything we can to make the correction before the printing starts, but we cannot guarantee this. We accept no responsibility, under any circumstances, for any mistakes present on the completed work, as the signing-off of a proof absolves us of all liability (see “Print” above). Once the proof is signed off or agreed, whether verbally or via email, the printers incur a film / plate(s) charge and this is passed on to you as part of the total charge (see “Price Breakdown”). Any changes made after a proof is signed off will result in a further charge. Print Quality (Print Only) Every effort will be made to obtain the best possible colour reproduction on customer’s work but because of the nature of the processes involved, Superframe VFX Ltd cannot guarantee an exact match in colour or texture between any materials with which you supply us, and the printed article. Quantity Supplied (Print Only) Every effort is made to produce the exact quantity of items ordered. However, some variation is inherent in the print process and so you accept that minor variations in quantity are possible. These do not affect the price charged. Claims (Print Only) Any claims regarding printing are not the responsibility of Superframe VFX Ltd and Superframe VFX Ltd accepts no liability for them. Standing Material (Print Only) All materials (including but not limited to film, plates, negatives and positives) produced and used by Superframe VFX Ltd during the production process remain the property of the printers. Where these materials are provided by the client, they remain the property of the client. Payment Terms (Print) New clients agree to pay a deposit to the printers, as required, based on the estimated printing costs, and to pay the outstanding balance on delivery of the completed work. Existing customers agree to adhere to the terms stated on the invoice. All deposit payments are non-refundable. Website Updates & Site Maintenance These are charged at £45 per hour (or part thereof) for brochure websites and £60 per hour for all others. If you want to introduce new material in the form of extra pages, additional functions, or more information than is already available on your site, this must be paid for as a new job. Website hosting and domain names can be arranged by Superframe VFX Ltd with external providers. Superframe VFX Ltd will not accept responsibility for ensuring that a client’s website is catalogued or ranked highly by any search engine. Superframe VFX Ltd cannot guarantee the appearance of any website it designs will not alter within the confines of non-specified browsers or monitor dimensions. Superframe VFX Ltd will supply the client with all login information pertaining to the client’s site. After work on the client’s web-site has been ceased, Superframe VFX Ltd will not be held responsible for the maintenance, monitoring or upkeep of said site unless otherwise agreed in writing. If payment for design services is not received within the agreed time period, Superframe VFX Ltd reserves the right to remove any unpaid-for content from the client’s website. Unless otherwise stipulated in writing, it is the client’s sole responsibility to ensure payment (monthly or annual) for the domain name and web-space associated with their site. Systems Any systems, including Content Management System, provided to the client remain the intellectual property of Superframe VFX Ltd and in general no access is given to the source code or database. Access to these can be requested in writing to Superframe VFX Ltd. No liability will be accepted by Superframe VFX Ltd as a result of changes made to these systems by the client. CMS CMS systems may be provided, and training may be given to the client(s) on using the system. A delay in the client populating the site will not be accepted as a reason for delayed payment as, once it is ready to be populated and training has been given, Superframe VFX Ltd’s job is done. Superframe VFX Ltd offers a service to populate the client’s site/CMS on their behalf, and prices are available on request for this service. This does not include any photography, and where clients feel unable to create their own imagery of products, photography can be provided. Bespoke Systems In the case of a bespoke solution (website), upon settlement of all outstanding monies due to Superframe VFX Ltd for the development / design of such solution, full copyright and title will pass to the client. Website Proofs Once a client has agreed a look and feel proof and instructed Superframe VFX Ltd to proceed to build, any subsequent changes in style or design requested by the client will be charged for at the appropriate rate. Exceptions (Web) We accept that certain details regarding your business, such as telephone numbers and email addresses, sometimes change, and that the details placed in a proof are liable to change. To this end we will amend smaller details such as these as part of our construction package. This policy applies throughout your contract with Superframe VFX Ltd: if a minor detail needs to be amended, we are more than happy to do so, free of charge. Larger changes, such as the creation of a new page or introduction of a new feature on your site, or the sourcing / changing of images are not covered by this policy and must be paid for. 3D Content Creation and Video This includes production of assets (models, diagrams, simulations, images, logos, and any other 3D output) for any media (websites, brochures, logos and branding, animations, motion video, product visualisation, pre-visualisation or stand-alone images). Quality of output for content creation depends on the quality of the original reference material and Superframe VFX Ltd cannot be held liable for delays due to poor quality original reference material. Any 3D assets or elements of a project must be separately proofed, finalised and agreed in writing by the client. Changes to proofs or finals may incur substantial additional costs and delays due to time taken to render the new elements.
Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement. We shall perform the Services with reasonable care and skill. We warrant that the product will perform substantially in accordance with the Specification for a period of three months from acceptance. If the product does not so perform, we shall, for no additional charge, carry out any work necessary in order to ensure that the product substantially complies with the Specification. This warranty shall not apply to the extent that any failure of the product to perform substantially in accordance with the Specification is caused by any materials provided by you or any third party, or in respect of any Non-Supplier Defect. This agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
13. Limitation of remedies and liability
Nothing in this agreement shall operate to exclude or limit our liability for death or personal injury caused by its negligence; or any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or fraud; or any other liability which cannot be excluded or limited under applicable law. We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. Subject to this, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100 % of the total Charges payable by you to us under this agreement in that calendar year.
14. Intellectual property rights
All Intellectual Property Rights in the product (including in the words, pictures, ideas, concepts, visuals, illustrations and software of the product), but excluding the materials supplied by you, arising in connection with this agreement shall remain our property. In consideration of the charges paid by you, we hereby grant you a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the product. If a choice of design is presented, only one solution shall be chosen by you to form the project. All other designs remain the property of Superframe VFX Ltd, unless agreed in writing that this arrangement has been changed. We reserve the right to use any work produced for clients for promotional and marketing purposes unless otherwise agreed in writing with you. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the materials infringe the Intellectual Property Rights of a third party.
15. Confidential Information
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of this agreement in connection with the Project including but not limited to: ) the existence and terms of this agreement; ) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); ) any information developed by the parties in the course of carrying out this agreement Representatives means, in relation to a party, its employees, officers, representatives and advisers.
Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted as follows: Each party may disclose the other party’s confidential information: ) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and ) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
If required, we shall, upon payment of a monthly retainer, update the Product with materials provided by you from time to time. You shall ensure that the materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content). We shall include the statement “Designed by Superframe VFX Ltd” on the Product where we deem appropriate.
18. Term and termination
This agreement shall come into existence upon receipt of your instructions to commence work on the project. It shall terminate on acceptance of the Site and payment of all outstanding sums. Either party may terminate this agreement immediately at any time by written notice to the other party if that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or that other party ceases (or threatens to cease) trading.
These terms and conditions and the services provided under them are governed by the laws of England and both parties hereby submit to the exclusive jurisdiction of the English Courts.
© SUPERFRAME VFX Ltd 2018