1.1 In these terms and conditions of business (“Terms”), the following terms will have the following meaning:
“Agreement” means the Quote, these Terms and Conditions and any Services Contract between Company and the Client.
“Quote” means a bid or proposal for Services presented by Company to Client in respect of Services, in writing (e.g., by email) or verbally.
“Client” means the person, firm, company or other entity who has instructed Company to carry out the Services and shall where relevant be deemed to include sub-contractors and/or agents, engaged in any way in the Contract.
“Booking” means the hire of the Facility and/or the supply of the Services during the period of booking in accordance with the terms of the Contract.
“Client Materials” means any goods, products and materials in whatever form such as scripts, storyboards, product props, production notes, digital assets, digital shots, marketing materials, music, talent, creative guidance/supervision, including all IP Rights in the same, provided or made available by Client to Company for use in connection with this Agreement and all related clearances, and including any dailies, master, sound or video tapes, film negative prints or visual images or sound held in any media, including but without limitation, any tapes, computer discs, hard disks, drives and devices intended to store Recordings made by the Client as well the recordings stored on such media.
“Company” means The Farm Post Production Limited (company number 03569821) a company registered in England and Wales whose registered address is 8 Marshall Street, London, W1F 7EJ, or any of its affiliates referenced herein or identified on the face of the Quote or invoice.
“Company IP” means all rights in and to: (a) Company’s (or its affiliates’) underlying mechanical or electronic devices, source or object code or application software, look-up tables, project files, image devise transfers, engines, subroutines, data, files, development tools and utilities, processes, know how, research and development, technologies and generic or stock elements (including generic library models and generic background assets that are not recognisable or otherwise identifiable as assets created in connection with the Works) not provided by the Client, including all IP Rights in the foregoing, which were used to create the Works or developed in furtherance of providing the Services in connection with this Agreement; (b) any other materials, in whatever form (including documents, information, data and software), which were in existence prior to the parties entering into this Agreement or developed independently of this Agreement; and (c) any subsequent modification thereto or enhancement thereof.
“Confidential Information” means such information of/about a party (or its affiliates) made available to the other in the course of Company’s performance of the Services or otherwise relating to this Agreement and/or the Works (whether in writing, or in oral, graphic, electronic or any other form) including any information or materials concerning the business or financial affairs of a party or services provided by them, including computer programs, software, processes, know how, designs, drawings and data incorporated in or inherent in the Works, financial data, pricing, negotiations and contracts, and security protocols, tools and practices.
“Embedded Company IP” means Company IP that is embedded by Company in the Works as delivered to Client.
“IP Rights” means all present and future rights in intellectual property (whether registered or unregistered) including (without limitation) patents, copyright (including rights in computer software), design rights, moral rights, trademarks, service marks, trade secrets, trade business or domain names, formulae and processes, know-how, database rights, rights in trade dress or getup, rights in goodwill or to sue for passing off, unfair competition rights, topography rights, rights in confidential information (including trade secrets) and other proprietary knowledge and information, together with all applications, renewals and extensions for the same, anywhere in the world.
“Leased Equipment” means any equipment (including any parts thereof and all accessories, manuals and instructions provided therewith) which Company lends or rents to Client, whether in conjunction with other Services or as an individual Service.
“Services” means the services to be provided by Company for Client pursuant to this Agreement and including Works arising out of the Services, in accordance with any Order accepted by Company, which shall include, without limitation the supply of the Deliverables, Equipment, Personnel and/or Facilities as applicable including Dailies Services, Finishing Services, and VFX Services.
“Deliverables” means the results of the Services supplied by Company to the Client.
“Facilities” means those parts of Company premises made available to the Client pursuant to the Contract.
“Services Contract” means a subsequent contract for Services signed by an authorised representative of each of the parties.
“Specifications” the specifications which the parties agree in writing in the Quote and/or Services Contract, or subsequently by way of Change Order, apply to Services, including any technical specification for delivery.
“Taxes” means any withholding, sales, use, property, value added, customs, duties, tariffs, imposts, manufacturing, processing, stamp, exhibition and any other duty or taxes of a similar nature imposed by any governmental authority applicable for the Services, Leased Equipment and Works or otherwise required by law to be deducted from any payment therefore by Client to Company, excluding taxes based on Company’s income or profit.
“Works” means the final products and materials specifically ordered by Client and created, developed and produced by Company for Client pursuant to this Agreement (excluding any Company IP).
1.2 Headings in the Terms are for ease of reference and do not affect their interpretation. The words “include” and “including” will not be construed restrictively. Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.