Blue Cube Studios Limited – Terms and Conditions of Business
In these terms and conditions “the Client” means the client with whom Blue Cube Studios is contracting and “the Services” means the production and provision of computer generated images more particularly described in the quotation and “the Contract” means the contract of the supply and performance of the Services subject to these terms and conditions.
1. FORMATION AND INCORPORATION
1.1 The Contract will be on these terms and conditions to the exclusion of all other terms and conditions and any variation to these terms and conditions shall have no effect unless expressly agreed in writing by Blue Cube Studios.
1.2 Any error whatsoever contained within any quotation, invoice or other document provided by Blue Cube Studios shall be subject to correction without any liability on the part of Blue Cube Studios.
1.3 The Clients acceptance of the quotation and payment of the deposit referred to in condition 5.1 shall constitute acceptance of these terms and conditions. Any quotation given is valid for a period of 30 days provided Blue Cube Studios has not previously withdrawn it.
1.4 Blue Cube Studios may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Services.
1.5 The Client acknowledges that Blue Cube Studios shall rely upon all information, materials, documents, drawings, advice and recommendations by the Client.
1.6 The Client acknowledges and warrants that: –
1.6.1 the Client will retain duplicate copies of all materials supplied to Blue Cube Studios.
1.6.2 the Client is either the sole absolute and unencumbered legal and beneficial owner of all rights of copyright and all other rights whatsoever in and in respect of the materials supplied in Clause 1.5 or has license to such materials which is assigned to Blue Cube Studios in respect of such materials.
1.7 The Client undertake to indemnify Blue Cube Studios and keep Blue Cube Studios at all times fully indemnified from and against all actions proceeding claims demands costs (including without prejudice to the generality of this provision Blue Cube Studios legal costs on a solicitor and own client basis) awards damages however arising directly or indirectly as a result of any breach or non performance by the client of any of the Client’s obligations undertakings at warranties in this clause 1.5.
2. SUPPLY OF THE SERVICE
2.1 Blue Cube Studios will supply the Services, as set out in the quotation, to the Client either by e-mail or by post on CD-Rom (subject to an additional charge) as shall be determined by Blue Cube Studios.
2.2 If printed copies of the computer generated images or copies of DVD’s or CD Rom’s are required by the Client this will be at an additional cost to the Client including postage and packaging.
2.3 Subject to the other provisions of these terms and conditions Blue Cube Studios will not be liable for any loss (including loss of profits) costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Services (even if caused by Blue Cube Studios negligence) nor will any delay entitle the Client to terminate or rescind the Contract.
3. INTELLECTUAL PROPERTY
3.1 The property and any copyright or other intellectual property right in all material produced by Blue Cube Studios in performance of the Services belong to Blue Cube Studios, but the Client shall be entitled to use the material supplied under this Contract solely for the purposes specified within the quotation by way of a non-exclusive licence, subject to payment in full of all sums payable under this Contract.
3.2 The Client acknowledges that all material supplied by Blue Cube Studios must not be reproduced or distributed by the Client to any third party, without Blue Cube Studios express written consent and on such terms as Blue Cube Studios shall in its absolute discretion determine.
4.1 The price for the Services shall be the amount stated by Blue Cube Studios in the quotation.
4.2 Should the Client wish to change or revise the specification for the Services all amendments shall be carried out at a rate of £50 per hour.
4.3 The price for the Services is exclusive of any Value Added Tax or any other applicable tax, which the Client shall pay in addition when it is due to pay for the Services.
4.4 The price for the Services includes meetings held at the offices of Blue Cube Studios and does not include meetings and travel expenses held elsewhere including the Client’s offices and at site. Should additional meetings, not envisaged at the
commencement of the Services and reflected in the quotation, be required then an additional charge will be made to the Client to include all additional travel and other expenses incurred by Blue Cube Studios.
5.1 A non-refundable deposit of 35% of the quotation figure shall become due immediately upon the acceptance of the quotation on all quotes at Blue Cube Studios’s sole discretion.
5.2 The Client will have a period of 30 days to approve the material supplied by Blue Cube Studios as a result of the Services.
5.3 The balance of the quotation figure shall become due upon the approval of the Services by the Client or the expiry of the approval period referred to on condition 5.2 whichever is the sooner. Blue Cube Studios invoice for the Services shall be paid by the Client (together with any applicable Value Added Tax and without any set-off of other deductions) immediately in full.
5.4 The Client shall pay any additional sums which are agreed between Blue Cube Studios and the Client for the provision of the Services or which, at Blue Cube Studios’s sole discretion, are required as a result of the client’s instructions, or lack of instructions or any other cause attributable to the Client.
5.5 No payment shall be deemed to have been received until Blue Cube Studios has received cleared funds.
5.6 All payments payable to Blue Cube Studios under this Contract shall become due immediately upon termination of the Contract.
5.7 If the Client fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) Blue Cube Studios shall be entitled to charge the Client a £100 administration fee plus interest on the amount unpaid at the rate prescribed from time to time by the Late Payment of Commercial Debts (Interest) Act 1988 or any successive Act of Parliament from the due date until the outstanding amount is paid in full, plus any costs associated with recovering such payment.
6. LIMITATION OF LIABILITY
6.1 Any claim by the Client that is based on any defect in the quality of the Services shall be notified to Blue Cube Studios within 7 days from the date of completion of the Service. If the Client does not notify Blue Cube Studios accordingly, the Client shall not be entitled to reject the Service and Blue Cube Studios shall have no liability for such defect, and the Client shall be bound to pay the price as if the Service had been completed in accordance with the Contract.
6.2 Blue Cube Studios shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from: –
6.2.1 any instructions supplied by the Client which are incomplete, inaccurate or illegible or due to any other default of the Client;
6.2.2 any failure by the Client to adhere to the instructions or advice given to the client by Blue Cube Studios;
6.2.3 any negligence on the part of any third party involved in performing the Services.
6.3 Subject as expressly provided in these terms and conditions, and except where the Services are supplied to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and the entire liability of Blue Cube Studios under this Contract shall not exceed the amount stated in the quotation for the provision of the Services.
6.4 Blue Cube Studios shall not be liable to the Client in any manner or deemed to be in breach of this Contract because of delay in performing or any failure to perform any of Blue Cube Studios obligations under this Contract if the delay or failure was due to any cause beyond Blue Cube Studios reasonable control including (but not limited to) the corruption, delay or non-delivery of any data produced as a result of the Services and delivered to the Client by electronic communication.
7.1 No Service which has been accepted by the client may be cancelled by the Client except with the agreement in writing of Blue Cube Studios and on terms that the Client shall indemnify Blue Cube Studios in full against all loss (including loss of profit), costs (including the cost of all labour and materials used or ordered), damages, charges and expenses incurred as a result of cancellation.
7.2 Blue Cube Studios shall be entitled without prejudice to any other rights and remedies either to terminate the whole or part of any or every Contract between itself and the Client or to suspend any further provision of Services under any or every such Contract in any of the following events: –
7.2.1 if any debt is due and payable by the Client to Blue Cube Studios but is unpaid;
7.2.2 the Client ceases, or threatens to cease, to carry on in business;
7.2.3 the Client becomes insolvent or being a body corporate has passed a resolution or voluntary winding-up or has suffered an order of the Court for its winding-up to be made or has had a Receiver or Examiner appointed or being an individual or partnership has suspended payment of his or their debts in whole or in part or has proposed to entered into any composition or arrangement with his or their creditors or has had a receiving order in bankruptcy made against him.
8.1 Failure by Blue Cube Studios to enforce or partially enforce any provisions of this Contract will not be construed to the waiver of any of its rights under this Contract.
8.2 Blue Cube Studios may assign license or sub-contract all or any part of its rights or obligations under this Contract without the Client’s consent.
8.3 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected.
8.4 The formation, construction, performance, validity and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.