Terms of Engagement

1. Contract
This contract is made between the Image Foundry Studios Limited (“we” or “us”), and the Client (“you”) as defined in the Proposal. The terms of this contract will override terms that you may have sent or may send to us or any other written correspondence or verbal communication including any advice or recommendation made before we accept the order.
These terms and conditions will apply to all future work that we undertake or carry out for you.

2. Definitions
“Image or Images” means all designs including artwork, animations and images produced by us when performing the Services;
“Fee(s)” means the fees set out in the Proposal or any variation to the Fee;
“Proposal” means the written document(s) that we send to you together with these terms and conditions for the execution of the
Services, which will be agreed by both of us;
“Services” means the set of services to be provided by us under this contract as set out in the Proposal;
“Works” means the activity of creation, intermediate review, consultancy, supply of images/and assets as requested by you to be carried out by us.

3. Services
3.1 Once the contract is accepted by you, we will provide the Services set out in the Proposal using reasonable skill and care in accordance with standards expected of a reasonable designer. We will provide the Services in a timely fashion but any time deadline set out in the Proposal is only an estimate.
3.2 This is a design and consultancy only agreement. We will not be responsible for the work undertaken by third parties, the manner in which the Works are being carried out nor any other aspect of their progress.
3.3 Any specifications, figures, sizes and other descriptions in the Image are approximations only and should not be relied upon.
3.4 We will endeavour to match materials and colours as closely as possible within reasonable limits. Differing lighting conditions may produce tonal variations.
3.5 You may suspend the Services at any time, but all sums due at the date of suspension will become due for immediate payment. Once we receive your further instructions we will use reasonable endeavors to reschedule the Services as soon as is practicable. This rescheduling will not be guaranteed to be at a time requested by you. Any additional cost incurred by us in complying with these instructions will be added to the total Fees unless such suspension was due to something we had done or failed to do.

4. Variations
4.1. Either party will be entitled to vary or amend the scope of the Services or the Proposal upon the prior consent of the other party. Any variation will only be effective once the details of the variation
(which may take the form of a further Proposal) together with an additional Fee or any variation to the Fee have been put in writing and agreed by both parties, whereupon this will form a binding contract between the parties. We will then carry out the varied contract as if the variation was originally included in the Proposal. We may refuse to accept a variation if it reduces the value of the contract by ten per centum or more.
4.2. If you require services outside of the scope of the Proposal or at a higher level of service than that currently subscribed, then we will try to carry out such service at our convenience and for a fee that we will set at that time.
4.3. We may vary these terms and conditions by giving you 14 days’ prior written notice if we are required to do so for reasons beyond our reasonable control.

5. Fees
5.1. The Fees for the Services are set out in the Proposal and will become fixed on the acceptance of the Proposal by both parties unless varied in accordance with these terms. The Fees will be payable in installments in accordance with the payment schedule or in the circumstances set out in the Proposal. All invoices shall be paid by you upon receipt of the invoice and are exclusive of value added tax, sales tax or taxes specific to your country of business and delivery charges which shall be added to the invoice where applicable. If sent by post, the invoice shall be deemed to have been received two working days after posting. We reserve the right to charge interest at 8% per annum above the base rate of the Bank of England on any outstanding amounts (calculated on a daily basis) that remain payable after the due date. If you fail to pay an invoice by the due date, we may, after seven days’ prior notice, suspend the performance of the Services until payment in full is received.
5.2 The Images and the Services will remain the property of us until payment is made in full by you.

6. Your Obligations
6.1. You have certain obligations under this contract. Failure to comply with these obligations may result in us suspending or terminating the contract. If we incur any damages or fines through your failure to carry out your obligations, then you will repay us all such moneys on a full indemnity basis.
6.2. You will provide us at the time of asking with the necessary information in order to carry out the Services. You will warrant the accuracy of this information and that the information is not subject to any third party rights that would prevent us from using this information. You will be liable for any costs that we may suffer if this warranty is not true.
6.3. You will notify us in writing of any issues which may affect the Services as soon as possible to enable us at the earliest opportunity to investigate and rectify where necessary.
6.4 We have the right to charge you for the cost of the work done to date if no feedback is received from you within 21 days of the receipt of the draft Images or work in progress.

7. Intellectual Property Rights and License
7.1. We are the owner of all intellectual property rights in the Images together with the rights in any developments and modifications in such Images. We assert the moral rights that we may have in any Images.
7.2. We will grant you a non-exclusive, perpetual, non-transferable and personal license to use the Images for your own internal business at the location set out in the Proposal, but for no other purpose. You may not allow any third party to use any of those Images or use those Images on behalf of or for the benefit of any third party or sub-license the use of the whole or any part of them to anyone else without our prior written permission or until the Fees have been paid in full to us.
7.3. We will be allowed to refer to you in any publicity after the Services have taken place and we reserve the right to use the Images for our own marketing purposes.
7.4 To the extent that any copyright or other intellectual property exists in any material provided by you to us, you grant us an irrevocable, non-terminable and royalty-free licence to use such material in respect of providing the Services and producing the Images and warrant to us that you have the right to grant such a licence, or otherwise provision of such material will not infringe any rights, including any intellectual property rights, of another person.
7.5 You shall indemnify us in respect of all loss, expense, damage and cost arising out of or in connection with any breach of the above clause 7.4.
7.6 The provisions of this clause 7 shall remain in full force and effect after termination of this contract for whatever reason.

8. Liability
8.1 In the event of any fault or defect arising in the Services, we shall have the right to remedy such fault where possible by re-supplying the Service. In the event that you do not advise us of any defect in the Services within thirty days after completion of the Services or the provision or delivery of the relevant part of the Services, you shall be deemed to have accepted the Services or part thereof.
8.2 As far as permitted by law, in no circumstances shall we be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof (i) for any loss of profits, business, contracts, revenues or anticipated savings or (ii) for any special indirect or consequential damage of any nature whatsoever.
8.3 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees.
8.4 We will use reasonable endeavors to comply with any specified delivery dates but no such dates are guaranteed and we exclude liability for any loss (whether direct, consequential or otherwise) resulting from any delay in the delivery of the Services.
8.5 The provisions of this clause 8 shall remain in full force and effect after termination of this contract for whatever reason.

9. Transfer of Rights
We will be entitled to transfer all or any of our rights or obligations under this contract. You will need our prior written permission before transferring any or all the rights to a third party.

10. Termination
10.1 The Services will start on the date specified in the Proposal. Either party may terminate this contract at any time by giving the other party advance written notice if the other becomes insolvent or bankrupt, makes any arrangement or composition with its creditors, has any petition filed against it for compulsory liquidation or bankruptcy, has a receiver appointed over any or all of its assets, is unable to pay its/his/her debts as and when they fall due or otherwise ceases to carry on business.
10.2 If either party is in breach of any significant provision of this contract (a material breach) then that party will give the other party not less than fourteen (14) days’ written notice to allow them to correct that breach. If that party fails to remedy the breach within the notice period, then the other party will be entitled to terminate the contract with immediate effect at the end of that notice period.
10.3 You may terminate this contract at any time by giving us prior written notice but you will have to pay for the Services carried out up to the date of expiry of the notice. Any license that we have given you under Clause 7 will end and you must stop using any Images immediately.

11. Force Majeure
Neither party will be regarded as in breach of this Proposal if the failure is as a result of a circumstance beyond that party’s reasonable control (Force Majeure). If the Force Majeure continues for a period of one week or more both parties will discuss ways in which to alleviate the situation which will include the possibility of approaching a third party during the period that the Force Majeure exists or if this is not possible to terminate the contract, without either party sustaining any financial liability other than to pay all outstanding Fees that are due up to the date of termination (including contracts that cannot be cancelled).

12. Waiver
If either party chooses not to take up any right of action at any time then this will not prevent that party from taking action on the same or similar point at another time.

13. Proper Law
These terms and conditions will be governed by and construed in accordance with the laws of England and Wales. In the event of any dispute we would ask that you contact us in the first instance to resolve any issues in good faith. If this matter is not referred or resolved within 14 days of the matter being raised then the parties will submit to the exclusive jurisdiction of the English Courts.

14. Notices
Notices to the address specified in the Proposal must be given in writing either by hand, by first class post, or by facsimile transmission provided that there is a transmission sheet showing that the transmission was properly transmitted to the correct number. Post will be judged to have arrived 2 days from date of posting. Notices sent by other means will be deemed received on delivery.

15. Contracts (Rights of Third Parties) Act 1999
The parties to this contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person not a party to it but this shall not affect any right or remedy of a third party that exists or is available apart from that Act.

16. Severability
If any term of this contract shall be held to be invalid, illegal or unenforceable, the remaining terms shall remain in full force and effect and such invalid, illegal or unenforceable term shall be deemed not to have been part of this contract.

17. Entire Agreement
This contract, the Proposal and any variation to the Proposal in accordance with clause 4 above contains the entire understanding between the parties and supersedes all previous agreements between the parties. It is expressly provided that nothing in this contract excludes any liability for pre-contract statements or representations made fraudulently.