TERMS AND CONDITIONS

Please read these Terms and Conditions carefully.

All contracts that the Provider may enter into from time to time for the provision of the Provider's services shall be governed by these Terms and Conditions, unless otherwise agreed in writing by the Client and Provider.

Definitions
1. In these Terms and Conditions, except to the extent expressly provided otherwise:
  1. "Acceptance Criteria" means compliance with the warranties set out in Clause 6.4;
  2. "Business Day" means any weekday other than a bank or public holiday in England;
  3. "Charges" means:
    1. the charges specified in Section 7 of the Statement of Work; and
    2. such charges as may be agreed by the parties in writing from time to time;
  4. "Client" means the person or entity identified as such in Section 1 of the Statement of Work;
  5. "Client Confidential Information" means:
    1. any information disclosed by or on behalf of the Client to the Provider [during the Term] OR [at any time before the termination of the Contract] (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
      1. was marked or described as "confidential"; or
      2. should have been reasonably understood by the Provider to be confidential;
    2. the terms of the Contract; and
    3. the Deliverables;
  6. "Client Materials" means all works and materials supplied by or on behalf of the Client to the Provider for incorporation into the Deliverables or for some other use in connection with the Services;
  7. "Client Personal Data" means any Personal Data that is processed by the Provider on behalf of the Client in relation to the Contract, but excluding [personal data] with respect to which the Provider is a data controller;
  8. "Contract" means a particular contract made under these Terms and Conditions between the Provider and the Client;
  9. "Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
  10. "Deliverables" means those photographic and film [deliverables] specified in Section 3 of the Statement of Work that the Provider has agreed to deliver to the Client under these Terms and Conditions, and such other photographic and film deliverables as the parties may agree in writing from time to time;
  11. "Effective Date" means the date of execution of a Statement of Work incorporating these Terms and Conditions;
  12. "EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
  13. "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
  14. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
  15. "Permission" means an authorisation, licence or permission that is given by a third party (including a governmental authority) and is reasonably necessary for:
    1. the performance of the Services at a location;
    2. the production of Deliverables at a location; and/or
    3. the inclusion or representation of a location, person, object or work in Deliverables;
  16. "Personal Data" means personal data under any of the Data Protection Laws;
  17. "Provider" means DINGLE HERRING & COMPANY LIMITED, a company incorporated in England (registration number 10545975) having its registered office at 49 St James's Street, London SW1A 1AH.;
  18. "Services" means the photography and film production services specified in Section 2 of the Statement of Work;
  19. "Shoot" means a filming or photography shoot carried out by the Provider in the course of the provision of the Services;
  20. "Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;
  21. "Term" means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
  22. "Terms and Conditions" means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Statement of Work, including any amendments to that documentation from time to time;
  23. "Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 3 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables; and
  24. "UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.
Term
1. The Contract shall come into force upon the Effective Date.
2. The Contract shall continue in force until:
  1. the Services have been completed;
  2. the Deliverables have been delivered; and
  3. the Charges have been paid and received in cleared funds,
  upon which it will automatically terminate, subject to earlier termination in accordance with Clause 22.
3. Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.
Services
1. The Provider shall provide the Services to the Client in accordance with these Terms and Conditions.
2. The Provider shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.
3. The Provider shall devote such of its personnel's time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.
4. The Provider shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.
5. The Provider shall comply with all reasonable requests and directions of the Client in relation to the Services.
Shoots
1. The Provider shall conduct Shoots on the date(s) and at the time(s) either specified in the Statement of Work or agreed from time to time between the parties in writing.
2. The Client may, acting reasonably and upon prior written notice to the Provider, designate one or more representatives to attend a Shoot. The Client shall be entitled to have such representatives attend the Shoot and the Provider shall use reasonable endeavours to facilitate such attendance.
3. If a party wishes to reschedule a Shoot, then that party must give to the other party a written request for such rescheduling at least 20 Business Days before the Shoot is due to commence. In these circumstances, each party will use all reasonable endeavours to agree an alternative Shoot date and time.
Permissions
1. The Provider shall obtain all those Permissions that are specified as the Provider's responsibility in the Statement of Work, or that are reasonably required for the performance of the Services.
2. Subject to Clause 5.1, the Client shall obtain all such Permissions as may be required for the performance of the Services.
3. Each party must provide copies of the Permissions it has obtained under these Terms and Conditions to the other party promptly following a written request from the other party to do so.
4. If the parties are unable to obtain any Permission that is required for the performance of the Services, the parties shall attempt to agree such variation to the scope of the Services as is necessary to enable the performance of the Services without the relevant Permission.
Deliverables
1. The Provider shall deliver the Deliverables to the Client, as follows:
  1. in the case of photographic Deliverables, by online file transfer or using a designated hard drive; and
  2. in the case of film/video Deliverables, by online file transfer or using a designated hard drive.
2. The Client must promptly, following receipt of a written request from the Provider to do so, provide written feedback to the Provider concerning the Provider's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.
3. The Provider shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 6 of the Statement of Work or agreed by the parties in writing.
4. The Provider warrants to the Client that:
  1. the Deliverables will be of satisfactory quality;
  2. the Deliverables will be reasonably fit for any particular purpose for which the Client is contracting for the Deliverables that the Client makes known to the Provider before the Contract is made;
  3. the Deliverables will match the description of the Deliverables set out in the Statement of Work;
  4. the Provider has or will have at the relevant time the right to supply the Deliverables to the Client.
Acceptance
1. Within 10 Business Days following the delivery of Deliverables to the Client, the Client shall:
  1. review the Deliverables to determine whether they comply with the Acceptance Criteria; and
  2. notify the Provider in writing of the results of such review, providing full details of any non-compliance with the Acceptance Criteria.
2. If the Deliverables do not comply with the Acceptance Criteria and the Client notifies the Provider of the non-compliance in accordance with this Clause 7, the Provider will have a further reasonable period agreed by the parties (of no less than 5 Business Days and no more than 20 Business Days) to remedy the non-compliance, following which Client will repeat the review.
3. If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) acceptance review under this Clause 7, then Provider shall be deemed in irremediable material breach of the Contract.
4. The acceptance or deemed acceptance of the Deliverables under this Clause 7 will not prejudice the Client's rights in the event of a breach of Clause 6.4 by the Provider.
Client obligations
1. Save to the extent that the parties have agreed otherwise in writing, the Client must provide to the Provider, or procure for the Provider, such:
  1. co-operation, support and advice; and
  2. information and documentation,
  as are reasonably necessary to enable the Provider to perform its obligations under the Contract.
Client Materials
1. The Client must supply to the Provider:
  1. the Client Materials identified in Section 4 of the Statement of Work;
  2. the Client Materials that the parties from time to time agree in writing shall be supplied by the Client to the Provider; and
  3. any Client Materials reasonably requested by the Provider from the Client in writing,
  in each case in accordance with any timetable agreed by the parties in writing.
2. The Client hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the obligations of the Provider and the exercise of the rights of the Provider under these Terms and Conditions, together with the right to sub-license these rights.
3. The Client warrants to the Provider that the Client Materials will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
Intellectual Property Rights
1. This Clause 10.1 applies with respect to photographic Deliverables. The Provider hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use such Deliverables (excluding the Third Party Materials and the Client Materials) for the purposes and usage as outlined in the quote and scope of work supplied to the Client.
2. This Clause 10.2 applies with respect to film/video Deliverables. The Provider hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use such Deliverables (excluding the Third Party Materials and the Client Materials) for the purposes and usage as outlined in the quote and scope of work supplied to the Client.
3. The Provider must use reasonable endeavours to:
  1. do or procure the doing of all acts; and
  2. execute or procure the execution of all documents,
  that the Client may reasonably request from time to time in order to perfect or confirm the Client's ownership of the rights assigned by these Terms and Conditions.
Moral rights
1. To the maximum extent permitted by applicable law:
  1. the Provider irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which the Provider may at any time be entitled; and
  2. the Provider undertakes to ensure that all individuals involved in the preparation of the Deliverables will irrevocably and unconditionally waive all moral rights (including rights of paternity and rights of integrity) in respect of the Deliverables to which they may at any time be entitled.
Charges
1. The Client shall pay the Charges to the Provider in accordance with these Terms and Conditions.
2. The Provider must obtain the written consent of the Client before performing Services or taking any other action that results in any budget for Charges agreed by the parties being exceeded; and the Client shall not be liable to pay to the Provider any Charges incurred in breach of this Clause 12.2.
3. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Provider.
Payments
1. The Provider shall issue invoices for the Charges to the Client on or after the invoicing dates set out in Section 7 of the Statement of Work.
2. The Client must pay the Charges to the Provider within the period of 30 days, or in the case of the Provider's first invoice, in advance of the first Shoot date following the receipt of an invoice issued in accordance with this Clause 13.
3. The Client must pay the Charges by bank transfer (using such payment details as are notified by the Provider to the Client from time to time).
4. If the Client does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
  1. charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
  2. claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
Provider's confidentiality obligations
1. The Provider must:
  1. keep the Client Confidential Information strictly confidential;
  2. not disclose the Client Confidential Information to any person without the Client's prior written consent, and then only under conditions of confidentiality approved in writing by the Client;
  3. use the same degree of care to protect the confidentiality of the Client Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and
  4. act in good faith at all times in relation to the Client Confidential Information.
2. Notwithstanding Clause 14.1, the Provider may disclose the Client Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Client Confidential Information for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information.
3. This Clause 14 imposes no obligations upon the Provider with respect to:
  1. Client Confidential Information that is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
  2. Client Confidential Information that is or becomes publicly known through no act or default of the Provider;
  3. Client Confidential Information that is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality; or
  4. information that is independently developed by the Provider without reliance upon or use of any Client Confidential Information.
4. The restrictions in this Clause 14 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request. If the Provider makes a disclosure to which this Clause 14.4 applies then, to the extent permitted by applicable law, the Provider shall promptly notify the Client of the fact of the disclosure, the identity of the disclosee, and the Client Confidential Information disclosed.
5. Upon the termination of the Contract, the Provider must immediately cease to use the Client Confidential Information.
6. Following the termination of the Contract, and within 5 Business Days following the date of receipt of a written request from the Client, the Provider must destroy or return to the Client (at the Client's option) all media containing Client Confidential Information, and must irrevocably delete the Client Confidential Information from its computer systems.
7. The provisions of this Clause 14 shall continue in force indefinitely following the termination of the Contract.
Provider publicity obligations
1. The Provider must not make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Client, such consent not to be unreasonably withheld or delayed.
Data protection
1. Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.
2. The Client warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Contract.
3. The Client shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Contract, the Personal Data of [specify data subject categories] of the following types: [specify types of personal data]; and the Provider shall only process the Client Personal Data for the following purposes: [specify purposes].
4. The Provider shall only process the Client Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 16.
5. The Provider shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
6. The Client hereby authorises the Provider to make the following transfers of Client Personal Data:
  1. the Provider may transfer the Client Personal Data internally to its own employees, offices and facilities in England;
  2. the Provider may transfer the Client Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 16 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
  3. the Provider may transfer the Client Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and
  4. the Provider may transfer the Client Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.
7. The Provider shall promptly inform the Client if, in the opinion of the Provider, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.
8. Notwithstanding any other provision of the Contract, the Provider may process the Client Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
9. The Provider shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10. The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data, including the [measures specified in the information security policy of the Provider (as it may be updated by the Provider from time to time)] OR [following measures: [specify measures]].
11. The Provider must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Provider shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Provider must not implement the changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 16.
12. The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
13. The Provider shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 16.13.
14. The Provider must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.
15. The Provider shall make available to the Client all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 16.
16. The Provider shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
17. The Provider shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of the Provider's processing of Client Personal Data with the Data Protection Laws and this Clause 16.
Warranties
1. The Provider warrants to the Client that:
  1. the Provider has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
  2. the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and
  3. the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
2. The Client warrants to the Provider that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
3. All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
Limitations and exclusions of liability
1. Nothing in these Terms and Conditions will:
  1. limit or exclude any liability for death or personal injury resulting from negligence;
  2. limit or exclude any liability for fraud or fraudulent misrepresentation;
  3. limit any liabilities in any way that is not permitted under applicable law; or
  4. exclude any liabilities that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this Clause 18 and elsewhere in these Terms and Conditions:
  1. are subject to Clause 18.1; and
  2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
4. Neither party shall be liable to the other party in respect of any loss of revenue or income.
5. The Provider shall not be liable to the Client in respect of any loss or corruption of any data, database or software.
6. The Provider shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.
Provider insurance
1. The Provider shall arrange and maintain (at the cost of the Provider) reasonable insurance coverage in respect of the obligations and liabilities of the Provider under the Contract.
2. The insurance coverage must be maintained by the Provider during the Term and for a period of at least 12 months following the end of the Term.
3. The Provider shall ensure that the insurance coverage is provided by a reputable insurance services provider established in and regulated under the laws of the United Kingdom.
Force Majeure Event
1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:
  1. promptly notify the other; and
  2. inform the other of the period for which it is estimated that such failure or delay will continue.
3. A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Early termination by Client
1. The Client may terminate the Contract at any time by giving to the Provider written notice of termination.
2. If the Contract is terminated under and in accordance with this Clause 21, the Client may be entitled to be released from liability to pay the Charges, and to receive a refund with respect to Charges previously paid, as follows:
  1. if the Client gives to the Provider 20 or more Business Days' written notice of cancellation before the first Shoot date, the Client shall be entitled to a 100% refund/release with respect to such Charges;
  2. if the Client gives to the Provider more than 10 but less than 20 Business Days' written notice of cancellation before the first Shoot date, the Client shall be entitled to a 50% refund/release with respect to such Charges; and
  3. if the Client gives to the Provider 10 or fewer Business Days' written notice of cancellation before the first Shoot date, the Client shall not be entitled to any such refund/release,
  providing that the Client shall not be released from any obligation to pay Charges and shall not receive any refund of Charges to the extent that such Charges correspond to any third party expenses incurred by the Provider (acting reasonably) before the date of receipt of the notice from the Client.
3. Save as provided in this Clause 21, the Client will not be entitled to any refund of Charges and will not be released from any obligation to pay Charges as a result of termination in accordance with this Clause 21.
Termination
1. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
  1. the other party commits any material breach of the Contract, and the breach is not remediable;
  2. the other party commits a material breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
  3. the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).
2. Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:
  1. the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; or
    5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or
  4. if that other party is an individual:
    1. that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or
    2. that other party is the subject of a bankruptcy petition or order,
    and if that other party dies then the Contract shall automatically terminate.
Effects of termination
1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7.4, 10, 13.2, 13.4, 14, 15, 16, 18, 19, 21.2, 21.3, 23 and 25.
2. Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.
Subcontracting
1. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Contract.
2. The Provider shall remain responsible to the Client for the performance of any subcontracted obligations.
General
1. No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.
2. The Client hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Contract to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the Client must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Client's contractual rights or obligations under the Contract.
3. The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.
4. Subject to Clause 18.1, these Terms and Conditions and the Statement of Work shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
5. The Contract shall be governed by and construed in accordance with English law.
6. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

STATEMENT OF WORK
Client details
1. The Client is Eulogy of 3rd Floor Brownlow Yard, 12 Roger Street, London, England, WC1N 2JU
Specification of Services
1. Specify Services
Specification of Deliverables
1. Specify Deliverables
Client Materials
1. [Specify Client Materials]
Permissions
1. [Specify Permissions]
Timetable
1. [Insert timetable]
Financial provisions
1. [Insert financial provisions]
By signing below the parties have indicated their acceptance of this Statement of Work together with the terms and conditions attached to this Statement of Work, providing that if there are no terms and conditions attached to this Statement of Work, the parties agree that this Statement of Work shall be governed by the terms and conditions most recently agreed by the parties in writing.
1. SIGNED BY [[individual name] on ..............., the Provider] OR [[individual name] on ..............., duly authorised for and on behalf of the Provider]:
2. ........................................
3. SIGNED BY [[individual name] on ..............., the Client] OR [[individual name] on ..............., duly authorised for and on behalf of the Client]:
4. ........................................

TERMS AND CONDITIONS

Definitions

Term

Services

Shoots

Permissions

Deliverables

Acceptance

Client obligations

Client Materials

Intellectual Property Rights

Moral rights

Charges

Payments

Provider's confidentiality obligations

Provider publicity obligations

Data protection

Warranties

Limitations and exclusions of liability

Provider insurance

Force Majeure Event

Early termination by Client

Termination

Effects of termination

Subcontracting

General

STATEMENT OF WORK

Client details

Specification of Services

Specification of Deliverables

Client Materials

Permissions

Timetable

Financial provisions