ORILLO FILMS LTD

Terms & Conditions

Our contract. These terms and conditions (Conditions) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

1.Definitions & Interpretation

1.1 In these Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client/you: any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) who purchases services from the Supplier.

Charges: the charges payable by the Client for the supply of the Services

Commencement Date: means the date on which the Client agrees to hire the services of the Supplier (usually after the creative brief/proposal and budget for the project has been signed off by the Client).

Order: the Client's order for Services as set out in the Client's purchase order form or the Client's written acceptance of the Supplier's quotation, as the case may be. 

Services: means the services to be provided by the Supplier to the Client as set out in the agreed project schedule & brief/proposal. 

Supplier/we: Orillo Films Ltd, 3 Apollo Street York YO10 5AP

2.The Services

2.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2 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. 

2.3 With effect from the Commencement Date, the Supplier shall provide the Services to the Client as agreed in the project proposal, subject to receipt of the payments detailed in the project quotation.

2.4 The Supplier shall use all reasonable endeavours to complete its obligations within the agreed timelines. To facilitate this the Client must provide all the materials and resources needed by the Supplier to complete the work according to the deadlines within the project. However, should the project scope change and these changes be agreed in writing between the Supplier and the Client, a new project outline and quotation will be submitted. 

2.5 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

2.6 The service of the Supplier is fixed. We will update the Client’s films, and give original files as required (for an agreed upon fee between the Supplier and the Client).

2.7 The Supplier reserves the right to withdraw any product or service at any time. In this case, we will make all reasonable attempts to offer the Client other suitable products and services, either from the Supplier itself or another organisation.

2.8 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 

2.9 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.10 We warrant to you that the Services will be provided using reasonable care and skill.

2.11 We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

2.12 It is your responsibility to ensure that:

1. the terms of your order are complete and accurate;
2. you cooperate with us in all matters relating to the Services;
3. you provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we may reasonably require;
4. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; 
5. you prepare your premises for the supply of the Services;
6. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
7. you comply with all applicable laws, including health and safety laws;
8. you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.

2.13 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 2.12 (Your Default):

1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 5 (Termination);
2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

3.Payment

3.1 All payments are to be made within 30 days of the date of the relevant invoice in pounds sterling (GBP) by cheque or bank transfer. Payments shall be made in the following agreed stages. Payments in other currencies must be agreed in writing prior to the project.

3.2 Staged payments to be charged to the Client will be detailed in the project quotation, and agreed in writing with the Client prior to the project. Individual invoices will be issued to the Client after the Client accepts and signs off the finished film(s). The Supplier will raise an invoice for 50% of the Charges and this is to be paid in advance of delivery of the Services. 

3.3 The Supplier reserves the right to withdraw or suspend any services offered if payment is not received within 30 days of work being completed. A late-payment fee may also incur.

3.4 In the event of the project being delayed due to actions of the Client such that it exceeds its deadline by 2 weeks, then the Client will become liable for full payment of the project value at the time.

3.5 The Supplier has a daily rate for all of its services and equipment, applying to any up- dates or modifications after completion. An estimated timeframe will be given for these services prior to commencement of the work so that it can be agreed with the Client.

3.6 In the event of late payment by the Client, the Supplier will suspend all services and not be liable for any inconvenience or loss of business that this may cause the Client.

3.7 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 5 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

3.8 Expenses may be requested before project commences, particularly with international projects. If a project’s budget exceeds £30,000.00, 50% of the budget will be invoiced up front before the shoot date to cover necessary expenses in the pre-production and production stages of the project.

4. Variation and Amendments

4.1 “Amendments” refers to any additional changes that the Supplier have to make to a Client’s film on top of those already agreed upon in the original brief. Amendments will always come at an extra cost unless stated and agreed otherwise prior to the project’s Commencement.

4.2 If the Client wishes to vary any details of the project they must notify the Supplier in writing (email is acceptable) as soon as possible. The Supplier shall endeavour to make any required changes - any additional costs thereby incurred shall be invoiced separately.

4.3 If, due to circumstances beyond the Supplier control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client immediately.

4.4 Expenses are a guideline quote, and can vary depending on the job. The Supplier will always make sure the brief is carried out, if this affects the quote the Supplier will notify the Client. In some cases of being on location or having a limited timeframe, the Supplier will also fulfil the brief over the budget - expenses to the value of £250 will not have to be authorised if the Supplier feel it could jeopardise the final product dramatically without the additional expenditure.

4.5 Licensed audio/music that is used on edits but is then discarded will require full payment.

5. Termination

5.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
2. you fail to pay any amount due under the Contract on the due date for payment;
3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;
4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

5.2 In the event of termination, the Supplier shall retain any sums already paid to it by the Client.

5.3 If the project is terminated early or cancelled without due notice a fee will be payable to the Supplier by the Client and will be invoiced upon termination. If the cancellation takes place within 24 hours of a shoot commencing, 100% of the project budget will be payable. Between 24-48 hours will require 50% of the project budget to be paid, and between 48-76 hours will require 25%. 

5.4 Where expenses have occurred on the Supplier Film’s behalf, they will be paid upon any cancellation of the project by the Client in full, regardless of the notice period.

6.Consequences of termination

6.1 On termination of the Contract you must return all of Our Materials and any deliverables specified in your order which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Contract.

6.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

6.3  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

7. Limitation of liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; and
3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.3 Subject to clause 7.2, the Supplier will not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. any indirect or consequential loss.

7.4 Subject to clause 7.2, the Supplier’s total liability to the Client arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.

7.5 The Supplier has given commitments as to compliance of the Services with the relevant specification. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7.7 This clause will survive termination of the Contract.

8.How we may use your personal information

8.1 We will use any personal information you provide to us to:

1. provide the Services; 
2. process your payment for the Services; and
3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

8.2 We will process your personal information in accordance with the terms of which are incorporated into this Contract.

9. Intellectual Property

9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us. 

9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.

9.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

9.4 The Supplier takes intellectual property very seriously and will not be held liable for any civil or criminal liability resulting from the unauthorised use of copyrighted material or registered trademarks. All Clients must ensure that any text, stills, graphics, audio and moving image provided for use on their film/website does not infringe any intellectual property rights.

9.5 The Supplier shall not be held liable for any damages resulting from loss of profits, revenue, contracts or any other direct loss resulting from any work provided by the company, as all works are subject to being signed off as satisfactory by the Client. Similarly the Supplier shall not be held liable for any damages resulting from delay in service provision.

9.6 The Supplier gives the Client all rights to full edited film upon completion. The Supplier will hold the rights for all original material and is permitted to be used in any other the Supplier service unless stated and agreed otherwise. Should the Client wish to buy the rights to the raw material within the project, a fee will be agreed by the Supplier with the Client and invoiced for upon the transfer of the raw material. Edit files are strictly off limits to Clients as this is the intellectual property of the Supplier and its employees, so they are not available for purchase, unless agreed to by the Supplier in any exceptional cases.

9.7 The Supplier may use all the material captured on projects as promotional and marketing material for itself.

9.8 The Supplier will add its own accreditation to any work produced on any format unless by prior agreement with the Client.

9.9 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from:

1. loss or damage to any equipment by his agents or employees; 
2. due to provision of contaminated files to the Supplier;
3. any infringement of a third party’s intellectual property rights caused by or attributable to any act or omission of the Client. 

10.Confidentiality 

10.1 We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.

10.2 We each may disclose the other's confidential information:

1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 14; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract. 

11.Events outside our control

11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). 

11.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

1. we will contact you as soon as reasonably possible to notify you; and
2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over. 

11.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

12.Non-solicitation 

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract. 

13.Communications between us

13.1 When we refer to "in writing" in these Terms, this includes email.

13.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.3 A notice or other communication is deemed to have been received: 

1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
3. if sent by email, at 9.00 am the next working day after transmission.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

13.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

14.General

14.1 Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 

14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms. 

14.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.