Terms of Business Vid-FX+ Advertising
General
1. The placing of an order by a Client and the acceptance of that order by Vid-FX+ brings into being a contract on terms and conditions as detailed in the following paragraphs.
2. With the exception of the specific details of any individual order, other terms and conditions proffered by the Client are specifically excluded unless agreed beforehand in writing by Vid-FX+.
3. All orders shall be in writing either on a Vid-FX+ order form, or on the client’s official order form or letterhead, in either case, it shall be signed by the Client or, in the case of a firm or company, by a responsible person representing the Client. Where the Client places an order on behalf of a third party, the Client is deemed to be acting as an authorised agent of the third party. It is the client’s sole responsibility to ensure that the third party agrees to abide by all terms and condition as laid out in this document and that it is the client’s duty to ensure that all the terms and conditions of the agreement are strictly adhered too.
4. In exceptional circumstances, and entirely at their own discretion, Vid-FX+ may accept an order given orally by an existing or former Client who has had notice of these terms and conditions; and these terms and conditions shall apply equally to an order given and accepted orally. The Client shall confirm such an order in writing as soon as practicable and, in the absence of written confirmation Vid-FX+ shall accept no liability for any error in executing the order.
5. Vid-FX+ reserves the absolute right to refuse to accept any order whatsoever and for whatever reason, and particularly in cases where Vid-FX+ has reason to believe that acceptance and execution of the order will lead to a breach by Vid-FX+ of the laws of obscenity, libel or copyright, or to aiding, abetting or condoning of such a breach by any other party.
6. Vid-FX+ shall be granted the full artistic licence in the interpretation of a brief.
Price
7. The price payable by the Client for the execution of any order shall be in accordance with the Vid-FX+ price list at the time of acceptance of the order. Vid-FX+ reserves the right to alter the price list at any time and without notice.
8. Vid-FX+ reserves the right to make additional charges if the clients make changes to the original order or when completion of an order necessitates overtime working.
9. All reorders shall be treated as an extension of the contract; charges will be at the prices then in force at the time the reorder is placed.
Payment
10. Payment terms shall be Cash With Order. Payment of Cash On Delivery will be at the discretion of Vid-FX+ and will require a deposit of at least 33% of the estimated total cost of the order, payable on placing an order.
11. Vid-FX+ does not provide credit facilities; the client should contact their bank, or other credit providers if they require credit.
12. All invoices shall be settled in full by the invoice or agreed upon date.
13. Any payment, which is overdue for more than 14 days, will be charged interest on any amount overdue at the rate of 10% per week compounded. All outstanding payments will be pursued to the full extent of the law regardless of cost.
14. In the event of a cheque not being honoured on the first presentation, Vid-FX+ reserves the right to charge an administration fee for each subsequent representation of the cheque.
Liability
15. The liability of Vid-FX+ for loss or damage incurred by the Client however caused shall be limited to a maximum of £50 per order. Vid-FX+ shall not be liable for any consequential losses, special damages or other indirect losses, howsoever arising.
17. Where materials are deposited with Vid-FX+ it shall be the client’s responsibility to inform Vid-FX+ of the value of such materials either before or when those are placed on deposit. Insurance cover for such materials shall be the sole responsibility of the Client.
18. Where materials are submitted to Vid-FX+ in the form of computer disks or other erasable media it shall be the responsibility of the Client to maintain their own master copy independently of the material submitted to Vid-FX+ Vid-FX+ will not accept liability for any costs of recovery, reinstatement or re-origination arising from material in the possession of Vid-FX+ being corrupted or lost in any way whatsoever.
19. Unless otherwise specifically agreed by Vid-FX+ in writing, any date or time given for the completion of an order is a guide only. Vid-FX+ shall not be liable to the Client or any third party for losses arising from delay in completing the order.
Indemnity
20. The Client shall indemnify Vid-FX+ against all third party actions, costs, damages, losses and other claims of whatever nature arising out of the order in accordance with the client’s instructions.
Law
21. The contract between the Client and Vid-FX+ will be subject to Scots Law and the Client hereby submits to the jurisdiction of the Scottish Courts.
Copyright
22. It shall be the responsibility of the Client to ensure that all materials presented for use by Vid-FX+ or in any other process are free from any third party claims for breach of copyright or licence, and the Client shall indemnify Vid-FX+ against any such claims.
23. The Client acknowledges that breach of copyright in the course of trade or business is both a civil wrong and a criminal offence under the terms of the Copyright Designs and Patents Act 1988.
Original works created by the author
24. Where the terms of the order require Vid-FX+ to create or use original material, the copyright of such shall be the property of Vid-FX+ or the author in accordance with the Copyright, Designs and Patents Act 1988. Vid-FX+ shall grant to the Client a licence to use the original material in an unmodified form, subject to any third party agreements. Any extension to the licence shall be subject to negotiation and further agreement between the Client, Vid-FX+ and any involved third party.
25. At the end of the licence, all material using the work covered by these licences shall be withdrawn from use and the original material returned to the author.
26. Use of unlicensed material and continued use of out of licence material will be treated as a breach of the Copyright Designs and Patents Act 1988.
27. Licences are not transferable. In the event of bankruptcy take over etc. all material containing the original work must cease to be used and all original material held by the Client must be returned to Vid-FX+ immediately. Extensions or changes to the licence can only then be renegotiated.
28. Vid-FX+ and any third parties involved reserve the moral right under the Copyright Designs and Patents Act 1988, to receive full credit for their work at all times and in all usage’s. Copyrighted material must at all times be marked as such.
29. All materials on which original images are created by Vid-FX+ shall remain the property of Vid-FX+ at all times. Where Vid-FX+ gives possession of original materials to the Client, such original materials shall nevertheless remain the property of the author and shall be given to the Client on free loan for the duration of the copyright licence. The Client acknowledges that ownership of any physical materials such as discs prints and transparencies does not imply ownership of the copyright in the images on them, or any right to reproduce or authorise the reproduction of any such images by any means.
30. Proofs of work may be submitted for Client approval and Vid-FX+ shall incur no liability for any errors not corrected by the Client. Customer’s alterations, additional work and any additional proofs necessitated thereby may be charged extra at the author’s discretion. Additional work caused by omissions or ambiguity in the Client’s copy or instructions may be charged for.
31. Any samples illustrations, descriptive material, artwork and the like made available by Vid-FX+ shall not form part of the contract but shall be treated as approximate only. All documents containing such illustrative or descriptive material, including copyright therein, shall remain the property of Vid-FX+ and must not be copied or loaned or transferred.
32. Vid-FX+, their artist(s) licensees or assignees reserve the right to use any and all original material and or drawings and any reproductions or adaptations of, in any media either complete or in part alone or in conjunction with any wording and or drawings, for any advertising and or display and or publication and or publicity and or editorial purposes in connection with the authors portfolio of product(s) and or service(s) within the United Kingdom and or any countries overseas.
Artwork
33. The Client shall ensure that scripts, storyboards, artwork, sketches, specifications, instructions and the like supplied by them or their agents shall be accurate, unambiguous clearly legible and shall meet the Clients requirements. The Client shall indemnify and hold Vid-FX+ blameless in respect of any loss, cost or charge which might arise out of any respect of any inaccuracy, ineligibility, or ambiguity relating thereto.
Delivery
34. Vid-FX+ will charge for postage, packing and delivery as appropriate.
35. Vid-FX+ shall not be liable for any damage to, discrepancies in or shortages of delivered materials unless notified by the Client within 48 hours of delivery. If Vid-FX+ is so notified within 48 hours, all materials delivered, together with all associated packaging and paperwork shall be returned to Vid‑FX+ as soon as possible.
Lien and Retention of title
36. Vid-FX+ shall have a general lien on all the Client’s materials in its possession and shall reserve the right to retain any such materials until all money due and payable have been received.
37. In the event of non-payment in accordance with these terms and conditions for any original work created by Vid‑FX+, the licence to use the material(s) shall be thereby immediately revoked without any further notice from Vid‑FX+, thereby making any use of the material(s) by the Client a breach of copyright, for which Vid-FX+ reserves the right to take such legal action as may be appropriate.
38. Notwithstanding delivery of or the passing of risk in them, all products and goods supplied to the Client shall remain the property of Vid-FX+ until the products and goods supplied are paid for in full. Until such payment is made, the Client shall immediately return any such products and goods to Vid‑FX+ if so requested.
Cancellation
39. In the event of an order being cancelled Vid-FX+ reserves the right to charge for all work completed, materials ordered and work contracted out. Deposits and or booking fees are not returnable.
Force majeure
40. The due performance of a contract is subject to alteration or cancellation by the authors owing to causes beyond their control. In the unlikely event of total failure or cancellation of a contract due to force majeure, liability shall be limited to a refund of the money paid less the hourly rate for the time period(s) and expenses involved. No other consideration or compensation will be made.
Unclaimed work
41. Any work that we cannot deliver or is not collected within 6 months of completion will be disposed of together with any client’s materials and we cannot accept liability for any loss so incurred.
Contract
47. The placing of an order shows the Clients complete agreement with all the terms & conditions herein and confirms that these terms & conditions shall supersede any and all other contracts or agreements previous and subsequent actual or implied. Any verbal agreements which do not conform to the present terms & conditions herein will be deemed not binding on Vid-FX+ unless it has been confirmed in writing by Vid-FX+ to the client on Vid‑FX+ official stationary.