DOTFRAMES LIMITED .
STANDARD TERMS AND CONDITIONS FOR VIDEO PRODUCTION SERVICES
DOTFRAMES LIMITED
STANDARD TERMS AND CONDITIONS FOR VIDEO PRODUCTION SERVICES
Version 1.1 - January 2025
DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, the following definitions apply:
"Affected Party" means a party prevented from performing its obligations by a Force Majeure Event;
"Agreement" means the Statement of Work incorporating these Terms and Conditions;
"Client" means the person, firm or company who purchases Services from DotFrames;
"Client Materials" means any materials, content, data, information or instructions provided by the Client to DotFrames;
"Deliverables" means the video content and related materials to be provided by DotFrames as specified in the Statement of Work;
"Disclosing Party" means a party disclosing Confidential Information to the other party;
"DotFrames" means DotFrames Limited, a company registered in England and Wales with company number 12674495;
"Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, nuclear, chemical or biological contamination, law or action taken by a government or public authority, collapse of buildings, fire, explosion or accident;
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the Confidentiality of, Confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered;
"Receiving Party" means a party receiving Confidential Information from the other party;
"Review Period" means the period specified in the Statement of Work (or if no such period is specified, 5 business days) during which the Client may review and request revisions to the Deliverables;
"Services" means the video production services to be provided by DotFrames as specified in the Statement of Work.
“Statement of Work” means the document setting out the specific terms of engagement between DotFrames and the Client
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
(b) A reference to writing or written includes email but not fax.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(d) Headings shall not affect the interpretation of these Terms and Conditions.
BASIS OF AGREEMENT
2.1 The Statement of Work and these Terms and Conditions constitute the entire agreement between DotFrames and the Client.
2.2 Any samples, drawings, descriptive matter or advertising issued by DotFrames are issued or published for the sole purpose of giving an approximate idea of the Services. They shall not form part of the Agreement or have any contractual force.
2.3 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
SUPPLY OF SERVICES
3.1 DotFrames shall supply the Services to the Client in accordance with the Statement of Work in all material respects.
3.2 DotFrames shall use reasonable endeavours to meet any performance dates specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence.
3.3 DotFrames warrants to the Client that the Services will be provided using reasonable care and skill.
CLIENT'S OBLIGATIONS
4.1 The Client shall:
(a) ensure that the terms of the Statement of Work are complete and accurate;
(b) co-operate with DotFrames in all matters relating to the Services;
(c) provide DotFrames with such Client Materials as DotFrames may reasonably require;
(d) obtain and maintain all necessary licences, permissions and consents required for the Services;
(e) comply with all applicable laws.
4.2 If DotFrames' performance of any of its obligations is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"):
(a) DotFrames shall be entitled to suspend performance of the Services until the Client remedies the Client Default;
(b) DotFrames shall not be liable for any costs or losses sustained or incurred by the Client arising from DotFrames' failure or delay in performing any of its obligations; and
(c) the Client shall reimburse DotFrames on written demand for any costs or losses sustained or incurred by DotFrames arising from the Client Default.
APPROVAL AND ACCEPTANCE
5.1 DotFrames shall submit the Deliverables to the Client for approval in accordance with the timelines specified in the Statement of Work.
5.2 The Client shall review the Deliverables during the Review Period and may request reasonable revisions within the scope specified in the Statement of Work.
5.3 The Client shall be deemed to have accepted the Deliverables if:
(a) the Client confirms acceptance in writing; or
(b) the Client fails to notify DotFrames of any material defects within the Review Period.
CHARGES AND PAYMENT
6.1 The charges for the Services shall be as set out in the Statement of Work.
6.2 DotFrames shall invoice the Client in accordance with the payment schedule set out in the Statement of Work.
6.3 The Client shall pay each invoice within 7 days of the date of the invoice.
6.4 All amounts payable by the Client are exclusive of amounts in respect of value added tax (VAT).
6.5 If the Client fails to make any payment due to DotFrames by the due date for payment, then:
(a) the Client shall pay interest on the overdue amount at the rate specified in the Statement of Work; and
(b) DotFrames may suspend all Services until payment has been made in full.
INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in the Deliverables shall be owned by DotFrames until full payment has been received, at which point they shall transfer to the Client.
7.2 DotFrames warrants that:
(a) it has all necessary rights to grant the rights contemplated by this Agreement; and
(b) the Deliverables will not infringe the Intellectual Property Rights of any third party.
7.3 The Client warrants that any Client Materials provided to DotFrames will not infringe any third party's Intellectual Property Rights.
CONFIDENTIALITY AND DATA PROTECTION
8.1 Each party undertakes that it shall not disclose to any person any Confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2.
8.2 Each party may disclose the other party's Confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.3 No party shall use any other party's Confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
8.4 The obligations of Confidentiality under this Agreement shall survive its termination for a period of five (5) years.
8.5 Each party shall comply with all applicable requirements of the Data Protection Act 2018 and UK GDPR in relation to any personal data processed in connection with this Agreement.
LIMITATION OF LIABILITY
9.1 Nothing in the Agreement shall limit or exclude DotFrames' liability for:
(a) death or personal injury caused by its negligence.
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, DotFrames shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information; or
(g) any indirect or consequential loss.
9.3 Subject to clause 9.1, DotFrames' total liability to the Client shall not exceed the total charges paid under the Agreement.
INDEMNITY
10.1 The Client shall indemnify DotFrames against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by DotFrames arising out of or in connection with:
(a) any breach by the Client of the warranties contained in this Agreement;
(b) any Client Materials infringing any third party's Intellectual Property Rights; and
(c) any breach by the Client of the Confidentiality provisions in clause 8.
10.2 DotFrames shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with:
(a) any breach by DotFrames of the warranties contained in this Agreement;
(b) any Deliverables infringing any third party's Intellectual Property Rights; and
(c) any breach by DotFrames of the Confidentiality provisions in clause 8.
10.3.The party seeking to rely on the indemnity ("Indemnified Party") shall:
(a) promptly notify the other party ("Indemnifying Party") of any relevant claim;
(b) provide the Indemnifying Party with all reasonable assistance in dealing with the claim at the Indemnifying Party's expense; and
(c) not make any admission of liability or agree any settlement or compromise without the prior written consent of the Indemnifying Party.
FORCE MAJEURE
11.1 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from a Force Majeure Event.
11.2 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
11.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving 4 weeks' written notice to the Affected Party.
DISPUTE RESOLUTION
12.1 The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through negotiations between senior executives who have authority to settle the dispute.
12.1 If the dispute is not resolved through negotiation within 30 days of either party giving notice of the dispute to the other, the parties shall attempt to resolve it through mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
12.3 Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.
12.4 If the dispute is not resolved within 60 days of the initiation of the mediation, or if either party will not participate in the mediation, either party may commence legal proceedings.
12.5 Nothing in this clause shall prevent either party from applying to the courts for urgent interim relief.
NOTICES
13.1 Any notice given under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the Statement of Work.
13.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
13.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
GENERAL
14.1 Assignment and other dealings
Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the other party.
14.2 Severance
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
14.3 Waiver
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.4 No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.5 Third party rights
Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
14.6 Variation
Except as set out in these Terms and Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
GOVERNING LAW AND JURISDICTION
15.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.