1. Definitions

 

“The Client” Means the person or company that purchase or commissions the services of Platform Post Production.

 

“Booking” and “Order” Means a contract for the hiring of services for the period of the booking from Platform Post Production for the period of the contract.

 

“The Company” means Platform Post Production Ltd

(Company number 4215069) registered in England and Wales. Registered address is 6 D’Arblay Street, London W1F 8DN.

 

“Facilities” means the equipment and rooms made available to the client under the terms of the Contract

 

“The Contract” means the contract between Platform Post Production Ltd and the Client for the use of the facilities and the supply of services under the terms and conditions set out in this document.

 

“Services” means the services supplied to the client in accordance with the quote and the booking accepted by Platform Post Production to form the contract accepted by Platform Post Production Ltd to supply Facilities, Personnel, Equipment and Deliverables

 

“Charges” means the charges agreed as the price for the services payable to Platform Post Production Ltd.

 

“Commencement Date” is defined in clause 2.2 of these Conditions.

 

“Deliverables” means the final product of the services supplied by Platform Post Production Ltd under the terms of the contract.

 

“Overrun” means the Overrun of the booking. When the booking of the facilities is not enough to produce the client’s deliverables by no fault of Platform Post Production Ltd and more time is used to finish the booking.

 

“Deadline” is the term to denote the client’s desired end to the project.

 

“Intellectual Property Rights” all patents, right to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill, or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and intellectual property rights, in each case whether registered or unregistered and including all applications for and renewal or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

“Personnel” means the employees, sub-contractors, agents or the representatives of Platform Post Production Ltd who supply the services under the terms of the contract.

 

“Working Days” means Monday to Friday (inclusive) but excluding English national holidays.

 

“These Conditions” means these terms and conditions of supply of services as amended from time to time in accordance with clause 2.5

 

2. The Contract basis

 

2.1. All order shall be treated as an offer to buy the Service of Platform Post Production Ltd in accordance with these Conditions and will not be binding until the Booking is accepted by Platform Post Production Ltd.

 

2.2. The order shall be deemed accepted when Platform Post Production Ltd confirms the booking in writing at which point the on that date the contract comes into existence (“Commencement Date”). The contract constitutes the entire agreement between the parties. The client acknowledges that it has not relied on statement, promise of representation made or give on behalf of Platform Post Production Ltd which is not set out in the contract.

 

2.3. These Conditions apply to the Contract 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.

 

2.4. In the event of any conflict between the terms and conditions in the Order and these Conditions, these Conditions shall prevail to the extent of any conflict or Inconsistency.

2.5. No variation on these conditions will be binding unless agreed in writing between Platform Post Production Ltd and the Client.

 

 

The Services

 

3.1. Platform Post Production will supply the services in all material respects in accordance with the specific order or booking placed with the company.

 

3.2. Platform Post Production will use its reasonable endeavours to perform its services and deliver the agreed deliverables in accordance with the delivery dates stated in the booking. However (except in the circumstance where the company can be shown not to have used reasonable endeavours) such dates shall be estimates only and the Company will not be liable to the Client under the contract for any delay in providing the service and / or deliverables.

 

3.3. The Client agrees that the successful performance of the services and / or the delivery of the deliverables will be dependent on receiving all the correct information and instructions from the client including approvals from the Client. Alterations made by the client and / or failure to comply with these obligations within these terms and conditions may cause a delay in the services and / or the completion of the deliverables, Platform Post Production Ltd will bear no liability. These delays may cause the booking to overrun, the Company may allow the booking to continue past the original planned deadline under the same terms and conditions and charges for the extra services provided to complete the booking.

 

3.4. Platform Post Production Ltd warrants the Company’s personnel will perform the services with all reasonable skill and care.

 

3.5. Except in the clauses 3.2 and 3.3 Platform Post Production Ltd makes no warranties to it’s performance of it’s obligations hereunder and accordingly all terms, conditions, warranties, representations or guarantees that would otherwise have been implied or otherwise imported into these arrangements by statute, common law or custom are hereby expressly excluded to the fullest extent permitted by law.

 

Charges and Payment

 

4.1. Charges for the services at Platform Post Production Ltd are set out in the quote every client receives as part of the booking process. The charges are also set out in a price list or rate card. Any item that is not listed can be priced individually for the client.

 

4.2. Any travel or subsistence costs incurred by Platform Post Production Ltd for the booking will be reimbursed by the client.

 

4.3. All charges are exclusive of value added tax this will be added to the final costs of the booking and paid by the client to Platform Post Production Ltd.

 

4.4. Platform Post Production Ltd will be entitled to invoice the client in accordance with the payment schedule agreed between The Company and the Client. If no payment schedule has been agreed Platform Post Production Ltd are entitled to invoice the client monthly in arrears. All Platform Post Production Ltd invoices shall be paid within 30 days of the invoice date to the bank account nominated by Platform Post Production Ltd in writing.

 

4.5. Platform Post Production Ltd reserves the right to demand payment in part or full in advance of the booked services.

 

4.6. All payments shall be made in full without deduction or withholding except as required by law and the client shall not be entitled to assert any credit, set-off or counterclaim against Platform Post Production Ltd in order to withhold payment of any such amount in whole or in part.

 

4.7 Without limiting any other right or remedy of Platform Post Production Ltd, if the client fails to make payment of any amount due under the contract by the due date for payment, Platform Post Production Ltd reserves the right to

 

a. Withdraw any discounts or rebates that have been agreed between the Company and The Client in the contract or any other contract between Platform Post Production Ltd and the Client and/or

 

b. Require immediate payment of all invoices given to the client under the contract or any other contract between Platform Post Production Ltd and the client, and/or

 

c. Platform Post Production Ltd shall be entitled to charge the client interest on the overdue amount, at the rate of 4 percent over the base rate for the time of Barclays Bank plc. on a daily basis from the due date until the date of the actual payment of the overdue amount is paid, whether before or after judgment.

 

 

Client Obligations

 

5.1. The Client warrants that it will:

a. Provide on a timely and on-going basis all materials and information in respect of the services that are to be provided under the Booking and are reasonable required to execute the contract, and will obtain such information, licenses, input and approvals as are required to enable Platform Post Production Ltd to perform it’s services.

 

b. Obtain and pay for (or procuring that the same are obtained and paid for) any and all necessary authorities, licenses and/or third party consents to make or exploit the materials it supplies in connection with the services;

 

c. Notify Platform Post Production Ltd of the identity of the client’s representative who

will be available at all reasonable time in connection with the services and who will have the authority to approve the results of the services on behalf of the client;

 

d. Abide by Platform Post Production Ltd facility rules, regulations and health and safety policy and shall be responsible for the actions of any of the Client’s personnel while at Platform Post Production Ltd’s premises.

 

e. Leave the equipment and/or facility in good condition;

 

f. At the end of the booking promptly vacate the facilities and/or cease using the equipment and/or services and where applicable return all equipment to Platform Post Production Ltd.

 

Intellectual Property

 

6.1. Ownership of the intellectual property rights in any third party materials which form part of the

deliverables shall remain with the third party. The Client is granted license to use those intellectual property rights on the terms on which that third party has granted a license to Platform Post Production Ltd.

 

6.2. The intellectual rights within the deliverables for the contract, which are specifically developed for

the client as part of the services will be automatically Assigned to the client from Platform Post

Production Ltd on full payment for the Services.

 

6.3. The intellectual property rights owned by Platform Post Production Ltd before the date of the

relevant Contract or developed separately (and all further Developments and modifications) and

independently by Platform Post Production Ltd of the services within the contract shall remain the

intellectual Property of Platform Post Production Ltd. Platform Post Production Ltd grants a non-

exclusive, royalty free license to use, display, copy, perform and distribute such intellectual property

rights as part of the deliverables.

 

6.4. Notwithstanding any other provision of these Conditions, the client agrees that Platform Post

Production Ltd is entitled to use any expertise, ideas, methods, processes, workflows or techniques used

in the deliverables for the purposes of Platform Post Production Ltd business.

 

7. Termination

 

7.1. If any confirmed booking that is the subject of a contract is cancelled by the Client, then without

prejudice to Platform Post Production Ltd other rights and remedies available, Platform Post Production Ltd may charge a cancellation fee of:

 

1. 100 percent of charges that would be due if the services would have been performed in accordance with the contract, if notice of cancellation is given by the Client is less than one working day prior to the scheduled start of the services;

 

1. Fifty percent of the charges that would be due if the services would have been performed in accordance with the contract if notice of the cancellation is received by Platform Post Production Ltd more than one working day but less than five working days prior to the scheduled start of the services.

 

7.2. In addition to the cancellation fee under clause 7.1 Platform Post Production Ltd will be entitled to

charge any cancellation fees payable to third parties in connection with the booking.

 

7.3. Cancellations of any Booking will only be accepted in writing or email.

 

7.4. Without prejudice to any other rights or remedies which Platform Post Production Ltd may have, Platform Post Production Ltd may cancel any Booking and/or terminate the Contract (if the services have been completed or not) with immediate effect and without liability to the Client if:

 

1. The Client is in breach of any of the terms of the Contract; or

 

1. The Client become insolvent or bankrupt, goes into administration or appoints a receiver over any of it’s assets; or

 

1. The Client suspends or ceases, or threatens to suspend or cease all or a major part of it’s business;

 

1. Platform Post Production Ltd in it’s absolute discretion considers the Client’s Material might be offensive or obscene or that copying or other reproduction of the materials might infringe the right of any third party or otherwise be illegal.

 

7.5. If any booking is cancelled and/or the contract is terminated by Platform Post Production Ltd in the circumstances set out in clause 7.4 then, without prejudice to Platform Post Production Ltd other rights and remedies available at law or otherwise, Platform Post Production Ltd may charge the client a cancellation fee in accordance with clause 7.1 above.

 

7.6. The client may cancel any booking and/or terminate the applicable Contract with immediate effect in writing if Platform Post Production Ltd are in breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy the breach within 30 days of that party being notified in writing of the breach.

 

On termination of a Contract for any reason:

 

8. Removal of material

 

1. The client shall immediately pay to Platform Post Production Ltd all of Platform Post Production Ltd.’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, Platform Post Production Ltd shall submit an invoice, which shall be paid upon receipt;

 

1. The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

 

1. The client shall arrange for the Materials to be removed in accordance with clause 6; and

 

1. Clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses; clause 6 (Intellectual property rights) clause 8 (Removal of Material), clause 9 (Indemnity), clause 10 (Confidentiality), clause 11 (Risk and liability), clause 14 (General).

 

 

8.1. The Client shall, within twelve months from, whichever is the sooner

 

1. Termination of the contract for any reason , or

 

1. The issue by Platform Post Production Ltd of an invoice to the client for the services, remove all Materials utilised in relation to that Contract or invoice.

 

Remove all material relating to that contract or invoice.

 

8.2. If the client fail to remove all, or any of the Material in accordance with clause 8.1 , Platform Post Production Ltd shall have the option to either;

 

1. Return all such Material to the client; or

2. Destroy or dispose of all Material,

 

and Platform Post Production Ltd shall be entitled to charge the Client all related delivery charges, costs, expenses and/or all other charges incurred in returning or destroying the Material in accordance with this clause 8.2.

 

8.3. Platform Post Production Ltd shall store the Material until it is removed, returned, destroyed or disposed of in accordance with this clause 8 and Platform Post Production Ltd shall be entitled to charge the Client for all reasonable related costs and expenses in doing so.

 

8.4. Except as set out in these conditions Platform Post Production Ltd shall have no liability to the Client or any other third party whatsoever for any loss or damage to the material whilst in Platform Post Production Ltd.’s possession (otherwise than in consequence of any negligence on the part of Platform Post Production Ltd), which shall be stored at the Client’s sole risk and Platform Post Production Ltd shall not be under any obligation to maintain insurance against any risks whilst the Material is in it’s possession. The Client shall therefore ensure that it arranges, buys and maintains sufficient insurance against loss or damage of the Materials in the full replacement value thereof.

 

 

9. Indemnity

 

9.1. The Client undertake to indemnify Platform Post Production Ltd and it’s personnel and keep indemnified fully at all time against all claims, demands, actions, proceedings, damages, losses, costs, expenses, fines and charges or other liabilities made against or incurred or suffered by Platform Post Production Ltd or it’s personnel by reason of or in respect of:

 

1. Any breach by the Client of the terms of the contract; or

 

1. Deficiencies in the Materials or data or the like supplied to Platform Post Production Ltd by the Client in connection with the services; or

 

 

1. Which Platform Post Production Ltd may suffer as a result of a failure to obtain any licenses, consents or permissions as required under clause 5 above; or

 

1. Any infringement of any third party intellectual property rights or any civil or criminal action or prosecution for defamation or obscenity or for any breach of confidence or the misuse of any confidential information arising out of or in connection with the Services except to the extent any such liability is attributable to the negligent act or omission of Platform Post Production Ltd or it’s personnel.

 

10. Confidential

 

10.1. Any information relating to either party and coming into the possession of the other party as a result operation of these Conditions or any Contract shall be treated as confidential and shall not be disclosed to any person other than employees (or in the case of Platform Post Production Ltd, it’s sub-contractors) of such other party requiring such information as pursuant to these Conditions or any order without the prior written approval of the party to whom it relates (such approval not to unreasonably withheld or delayed).

 

10.2. Nothing in these Conditions shall be construed to impose a confidentiality obligation in respect of any matter which is at the time of disclosure known to be in the public domain unless through the act of omission on the part of the non-disclosing party or which is required to be disclosed by any applicable law, court order or any governmental or regulatory authority.

 

11. Risk and Liability

 

11.1. Nothing in these Conditions or any Contract shall exclude or limit Platform Post Production Ltd liability for: death or personal injury to the extent arising from the negligence of Platform Post Production Ltd or it’s personnel; or anything which it cannot limit or exclude by law.

 

11.2. Subject only too clause 11.1 Platform Post Production Ltd aggregate liability to the Client whether in respect of negligence, breach of contract, tort, misrepresentation or otherwise for any loss or damage arising out of or in connection with the Contract shall in no circumstances exceed an amount equal to the greater of the total charges paid by the Client to Platform Post Production Ltd or £50,000.

 

11.3. Subject only to clause 11.1 Platform Post Production Ltd shall not in any event be liable to the Client or any third party whether in Contract (including negligence), breach of statutory duty, misrepresentation or otherwise arising out of or in connection with any Contract for any:

 

1. loss of profits;

2. loss of sales or business;

3. loss agreement or contracts;

4. loss of appreciated savings;

5. loss or damage of goodwill;

6. loss of use or corruption of software, data, or information; or

7. any indirect, consequential, incidental or special damages.

 

11.4. The Client shall be responsible for the quality and integrity of the Materials and Risk in the content of such Materials (including without limitation any master Recordings) held by Platform Post Production Ltd for the Client this responsibility will at all times remain with the Client. Where such Materials comprise Recordings, it is the responsibility of the Client to keep back-up copies of any such Recordings and to insure them where required and the Client acknowledges that Platform Post Production Ltd sole liability for any loss or damage to any of the Client Recording shall be limited to the replacement cost of the physical media on which the recording is stored as if such media were blank and did not hold any recording whatsoever. Platform Post Production Ltd reserves the right to charge the Client for storing any of the Client’s Materials.

 

11.5. Platform Post Production Ltd shall retain title and legal beneficial ownership of the Deliverables until the charges for the Deliverables have been paid in full. Notwithstanding any other provision of the Contract, the Client hereby acknowledges and agrees that all the risk in the transit of deliverables or otherwise off of Platform Post Production Ltd premises shall rest with the Client.

 

11.6. Platform Post Production Ltd has particular lien over any property of the Client situated at the Facility or any other Platform Post Production Ltd premises in respect of all claims and money which the Client may at any time owe to Platform Post Production Ltd under any Contract whatsoever and in any other way whatsoever until the charges have been received in full. If any lien is not satisfied within 14 day of such moneys becoming due, the Company may, in it’s absolute discretion, sell or make use of such property as agents for the Clients and apply the proceeds towards the moneys due from the Client, and shall upon accounting to the Client for the balance (if any) shall be discharged from all liability in respect of the property.

 

12. Assignment and sub-contracting

 

12.1. Platform Post Production Ltd may engage any person, firm or company as it’s sub-contractor to perform any of it’s obligations under these Conditions or any order but shall not be released from any liability therefor.

 

12.2. Each Contract between Platform Post Production Ltd and the Client is personal to the Client who may not assign or transfer it without prior written consent of Platform Post Production Ltd.

 

13. Force Majeure

 

13.1. Platform Post Production Ltd shall not be liable in any way for loss, or failure of, or delay in, performance by the Company of it’s duties and obligations under the Contract arising from acts, events, omissions or non-events beyond it’s reasonable control, which shall include without limitation, acts of God, strikes, lockouts, war, riot, civil unrest, acts of terrorism, fire, flood, storm or earthquake and any disaster and failure of a third party utility service or telecommunications network (including, without limitation, the internet) (a “Force Majeure Event”). Following notification by Platform Post Production Ltd to the client of any such Force Event, Platform Post Production Ltd shall be entitled to a reasonable extension of time to perform it’s obligations under the contract.

 

14. General

 

14.1. These Conditions and the relevant Contract set out the entire agreement and understanding between the parties with respect to the subject matter of the Contract and supersedes any prior agreement, representations, understandings, or arrangements (oral or written) in respect of the subject matter of each Contract between the parties.

 

14.2. The Client acknowledges that it has entered into each Contract in reliance only on the representations, warranties, promises and terms contained in the Contract; and save as expressly set out in the Contract Platform Post Production Ltd shall have no liability in respect of any other representation, warranty or promise made prior to the date of the relevant Contract unless it was made fraudulently; and the only remedy available in respect of any misrepresentation, untrue statement made to the Client shall be a claim for breach of contract under the Contract.

 

14.3. To the extent that any of these provisions of these Conditions or any Contract are found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be part of the Contract between the Company and the Client, it shall not affect the unenforceability of the remainder of the Conditions and/or Contract between the parties nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

 

14.4. Any party may in whole or in part, release, compound, compromise, waive or postpone, in it’s absolute discretion, any liability owed to it or right granted to it in these Conditions or any Contract by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so release compounded or compromised, waived or postponed.

 

14.5. No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Conditions, any Contract or otherwise.

 

14.6. Platform Post Production Ltd may use the client’s name and brief details of the Services for the purposes of Platform Post Production Ltd advertising and promotion of its business. Following the broadcast or exhibition of the work resulting from the services, Platform Post Production Ltd will have the right to use any part of the work solely for the use in it’s corporate advertising and showreels.

 

14.7. Any notice to a party under these Conditions and any Contract shall be in writing and signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post or fax to that party’s business address or registered office and will be deemed to have been served at the time of delivery if delivered personally or forty eight hours after posting in the case of an address in the United Kingdom and ninety six hours after posting for any other address.

 

14.8. These Conditions and each Contract and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with the contract, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

 

14.9. Each of the parties irrevocably submits for all purposes in connect with these Conditions and each Contract to the exclusive jurisdiction of the courts of England and Wales which shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual arising out of or in connection with any contract, it’s subject matter and formation).

 

14.10. In these Conditions the headings are for convenience only and shall not affect interpretation of these Conditions.

 

14.11. Unless expressly provided in these Conditions or any Contract no provision of these Conditions or any Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

 

14.12. Nothing in these Conditions or any Contract is intended or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other and neither party shall have the authority to act in the name or on behalf of the other, or enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

At their own expense each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, execute such endeavours and do such acts and things as the other may reasonably require for the purpose of giving the other the full benefit of all provisions of these Conditions and any Contract.