- “The Company” – Scruffy Dog Productions Ltd, company registered in England and Wales under company number 07254099/ Scruffy Dog Creative Ltd company registered in England and Wales under company number 11530417
- “The Client” – such person or persons, whether natural or legal, who enter into any contract with the Company under which the Company provides any services.
- “Order Form” – a written mandate in any such form as may be prescribed by the Company from time to time in which the Client specifies the services which he, she or it offers to purchase from the Company.
- “Credit Account” – an arrangement for payment in arrears by the Client to the Company of such sum as are owing as more particularly set out in clause 3 herein.
- “Works” – such services and/or goods as may be provided by the Company to the Client.
- “Crew” – persons, whether employees of the Company or not, acting on behalf of the Company in undertaking the Works for the Client.
- “Additional Charge” – sums due by the Client to the Company in addition to the agreed price for the Works.
- “Employee” – any person in contract with the Company
- These terms and conditions shall apply to all contracts entered into by the Company. No addition to or variation of or exclusion of these terms and conditions or any of them shall be binding upon the Company unless confirmed expressly and specifically in writing by the Company.
- These terms and conditions shall prevail over and override any inconsistent terms and conditions whether express or implied contained in or referred to in the Customer’s acceptance or in any correspondence between the parties or elsewhere.
- If any term or terms herein is or are found to be unlawful or otherwise unenforceable, the remainder of the contract shall continue to have full effect.
- No contract shall come into existence between the Company and the Client unless and until the Client shall have offered to purchase services from the Company by signing and delivering to the Company an Order Form and the Client shall have received from the Company an Order Form signed on behalf of the Company, by an office of the Company.
- Any contract between the Company and the Client shall be governed exclusively by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
- These terms together with the Order Form (along with any other mutually agreed terms in compliance with Clause 1 above) shall form the entire agreement between the Customer and the Client and supersedes or replaces any prior agreement, whether in writing or otherwise, and any prior representations or understandings between them.
- The Client warrants that he, she or it has not entered into this contract on the basis of any written representation not expressly incorporated into this contract (save that nothing herein shall be taken to exclude liability for fraud).
- In so far as there is any inconsistency between the content of any Order Form and these terms, these terms shall prevail.
- No failure or delay by the Company in exercising any right, power, privilege, immunity or similar under this contract shall impair the same or operate as a waiver thereof, nor shall any partial exercise of any right, power, privilege, immunity or similar preclude any further exercise of the same or exercise of any other right, power, privilege, immunity or similar.
- The headings and sub-headings in these terms shall not affect the interpretation of this contract.
- For the purposes of the Contracts (Rights of Third Parties) Act 1999, this contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
3. Payment and pricing
- Subject to price variations as set out below, the price for Works shall be as set out in the latest quote delivered by the Company to the Client before the delivery by the Client to the Company of the Order Form in respect of such Works as specified in both the said quote and the Order Form.
- All prices quoted or otherwise notified by the Company shall be taken to be exclusive of Value Added Tax unless expressly stated to be otherwise.
- In any case where an Order Form is delivered by the Client to the Company without the Company having provided the Client with a quote in respect of all the Works set out in the Order Form, the price for the said Works shall be as notified to the Client by the Company in writing after receipt of the Order Form.
- If the cost to the Company of undertaking the Works increases after any Order Form has been accepted, whether by reason of change in applicable law, economic conditions, unforeseen event or otherwise, the Company shall be entitled to vary the agreed price for the Works to take account of such increase in cost provided that such variation is notified to the Client in writing before payment in full is received from the Client in cleared funds.
- If the Crew is delayed on site by a third party then the Company reserves the right to levy additional charges upon the Client to compensate for this delay , unless said delay is necessitated by the weather, transport delays, acts of god, force majeure or other matters outside the Client’s control. The said Additional Charge is 1.5x the standard Crew rate, which rate shall be the sum specified in any quote.
- If it is necessary to accommodate any Crew in a hotel pursuant to the relevant provisions in clause 5 below, the Client shall be liable to pay the actual cost of the said hotel accommodation to the Company as an Additional Charge.
- At its absolute discretion, the Company may grant the client a Credit Account by notifying the Client in writing that it is prepared to do so.
- The Client is obliged to notify the Company of any material changes to its credit record.
- At its absolute discretion, the Company may withdraw any such Credit Account from any Client by notifying the Client in writing that it is doing so. In such a case, provided that no payments by the Client to the Company for any Works are overdue, such withdrawal shall affect only orders for Works placed after the date of the said withdrawal.
- Where a Client has not been granted a Credit Account, the Client must pay the whole cost of the Works in full and in cleared funds before the Company shall come under any obligation to undertake the Works, and such payment shall be a condition precedent to the Company having any contractual obligation to the Client whatsoever.
- Where a Client has been granted a Credit Account, then subject to the subsequent provisions regarding deposits, payment shall be made in full and in cleared funds no later than 30 days from the date on which an invoice is rendered by the Company to the Client, unless a special extension to the said period is agreed in writing between the Company and the Client.
- At its absolute discretion, the Company may require a deposit of at least 50% of the total price of the Works, even where a Client has a Credit Account. In such cases, the Company will notify the Client in writing of the requirement for a deposit when a quote is delivered for the Works or, if there is no quote, after receipt of the Order Form. Where the Company does require such a deposit, the Client must pay 50% of the cost of Works in full and in cleared funds before the Company shall come under any obligation to undertake the Works, and such payment shall be a condition precedent to the Company having any contractual obligation to the Client whatsoever.
- The Client shall pay any Additional Charge to the Company within 30 days of an invoice for such Additional Charge being rendered.
- At its absolute discretion, the Company may offer to the Client a discounted price for any Works. Where the Company does so and communicates the same together with the non-discounted price to the Client in writing (whether in any quote or otherwise), payment of all invoices in full and on time by the Client is a condition precedent to the applicability of the discounted price, and in any other contingent, the non-discounted price shall apply.
- If the Client shall have failed to pay any sums due to the Company in full and on time, the Client shall be deemed to have repudiated this contract which repudiation the Company shall be entitled in its absolute discretion to accept or reject.
- In the event of the Client failing to make payment of any sum due to the Company in full and on time, the Client shall be liable to pay interest on such sums from the date on which payment falls due to the date on which such sum is received in full at a rate of interest 4.5% above the base rate of the Bank of England prevailing from time to time during such a period in addition to an administration fee.
- A Client may by notice in writing to the Company cancel any order for any Works provided that notice is given 72 hours prior to scheduled production.
- Where a Client cancels any order, the Client shall be liable to pay:
- a cancellation charge, the amount of which shall be as specified in any quote or notification of price as set out above, or, in default of such specification, the sum of £250; and
- 50% of the full cost of materials purchased for the Works .
- Standard Design and Management Costs incurred by the Company to date of cancellation, at a minimum daily sum of £550, –Such sums as set out above shall be subject to all of the payment terms set out in clause 3 hereof.
- No cancellation charge shall be applicable where the Client cancels the order after receipt of a notification of the price of the Works where such a price had not been set out in a quote before the Order Form was submitted or where a Client who has been granted a Credit Account is notified after submission of an Order Form that a deposit will be applicable to the order, provided that such cancellation is communicated to the Company before any Works commence and in any event not more than 24 hours after the said notification(s) by the Company.
5. The Works
- Subject to the terms herein, the Company shall provide to the Client such Works as are set out in any applicable Order Form.
- Throughout the period of the Works, the Company shall supply and the Client shall accept the services of such Crew on a non-exclusive basis as the Company in its absolute discretion from time to time determines as necessary having regard to the express requirements of the Client for the proper performance of the Works.
- The Company may at its absolute discretion sub-contract all or part of the Works at any time.
- Such Crew as are deployed by the Company for the purposes of the Works are entitled to a break of no less than 8 hours for every 16 hours worked (inclusive of travel), and may not work more than 16 consecutive hours and the extent of Company’s obligation to perform the Works shall be construed so as to permit the same.
- Where the combined total of the time that any Crew spends (without a break of no less than 8 hours) undertaking the Works together with the likely travelling time between the place where the Works are being carried out and the Company’s warehouse exceeds 18 hours, the Company shall be entitled to arrange for the Crew accommodation in an hotel (within a 50 mile radius), which shall be chargeable as set out in clause 3 above.
- If any Crew are injured through any act or omission of the Client for which the Client would have been liable had it been the injured person’s employer and for which the Company is also liable, the Client shall indemnify the Company for any such liability.
- The risk in any goods shall pass to the Client on delivery of the same.
- Title to all goods supplied as part of the Works shall remain the Company’s until all payment for the said Works is made in full.
- Such delivered goods where title remains with the Company as described above must be clearly marked and separated from other goods so as to be readily identifiable as belonging to the Company, and may not be stored on premises which the Client cannot by this contract grant to the Company an irrevocable licence to enter to remove such goods in the circumstances set out below.
- The Company has the right, in the event of the Client failing to make any payment of any sums owed to the Company in full and on time, to take possession of and remove such goods without notice, and, in order to do so, to enter upon any premises on which such goods are stored by any means necessary. For the avoidance of doubt, this clause constitutes an irrevocable licence granted by the Client to the Company to enter such premises for such purposes.
- Where the Works include the provision of goods, and where any such goods are faulty owing to any defect in design, manufacture or installation, the Company shall remedy such fault within 48 hours of being given access to the Client’s site and the said faulty goods, provided that the said defect is notified to the Company within 5 working days of it occurring, or, in the case of a latent defect, being discovered.
- The Company may invoice the Client and request a deposit for any additions to the Works agreed by both Parties in writing on the same terms set out above.
- The Client shall be liable to reimburse the Company for all reasonable expenses incurred during delivery, if these sums are in addition to the delivery sums quoted.
8. Intellectual property
- The entire copyright throughout the world in all printing plates, litho positives and negatives, artwork, designs, photographic transparencies, negatives or positives, digital image files and any other artistic craftsmanship made by or for the Company or any employee of the Company pursuant to or in implementation of any contract with the Client shall belong to The Company.
- Unless the Client becomes in default of any obligation to make any payment to the Company, it will not reproduce any such items for any competitor in business of the Client, and the Client shall have a licence to use the same by making use of the Works for their intended purpose (but not otherwise).
- The Client warrants that it has obtained all consents, licences and clearances required from any person with any right in intellectual property (including but not limited to copyrights and trademarks) of whatever nature arising from the Works or anything connected therewith, and shall indemnify the Company from and against any and all liability to third parties for royalties, performance incomes, statutory and/or mechanical fees, defamation, infringement of copyrights, trademarks or moral rights, publicity rights, privacy rights, personality rights or any right whatsoever involved or arising directly or indirectly as a result of the Client’s activities.
9. Limitation of liability
- Nothing in this agreement shall oblige the Company to provide refunds, instead, and if applicable the Company will provide a Credit note for sums agreed between the Company and the Client.
- Nothing in this contract shall be taken to exclude liability for fraud or in respect of death or personal injury. This provision shall prevail over any other provisions in this contract if they appear to have any contrary effect.
- The Company shall have no liability for consequential or indirect losses howsoever arising.
- The Company shall have no liability for any losses not caused by the negligence or malice of the Company or any of its employees or agents.
- Save for the duty of remedy set out in clause 5(k) above, the Company shall have no liability to the Customer whatsoever in respect of any defect in any goods delivered or supplied, howsoever arising.
- The Company shall have no liability of any sort to any Client from whom any sums due by the Client to the Customer have not been paid in full and on time.