TERMS AND CONDITIONS
Application and Entire Agreement
These Terms and Conditions apply to the provision of the services detailed in our proposal (Services) by Bulletfish Ltd, a company registered in England & Wales under number 12168936 and of registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (we or us or Service Provider) to the person buying the services (you or Customer).
You are deemed to have accepted these Terms and Conditions when you accept our proposal or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and out proposal (the Contract) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose and incorporate, or which are implied by trade, custom, practice or course of dealing.
A ‘’business day’’ means any day other than a Saturday, Sunday or Bank holiday in England and Wales.
‘Material’ refers to any material (be it musical, audio or visual) that is created as a result of your Agreement with our Proposal.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.
We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the proposal, including and specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set our in the proposal; however, time shall not be of the essence in the performance of our obligations.
All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
You must obtain any permissions, consents, licences or otherwise that we need and must grant us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
If you do not comply with clause 11, we can terminate the Services, and you may be liable for charges accrued due to a failure to comply.
We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations)
Fees and Deposit
The fees (Fees) for the Services are set out in the proposal and are on a time and material basis.
In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsidence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
You must pay us for any additional services provided by us that are not specified in the proposal in accordance with out then current, applicable day rate in effect at the time of performance or such other rate that may be agreed in writing between us. The provisions of clause 14 also apply to these additional services.
The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
You must pay a deposit (Deposit) as detailed in the proposal within 14 days of acceptance.
If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
The Deposit is non-refundable unless we fail to provide the Services and are at fault for such a failure (where the fault is not our fault, no refund will be made).
Cancellation and Amendment
We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the proposal, (unless the proposal has been withdrawn).
Either we or you can cancel and order for any reason prior to your acceptance (or rejection) of the quotation.
If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
If, due to circumstances beyond our control, including those set out in the clause below, (Circumstances beyond a party’s control), we must make any changes in the Services or how they are provided, we will notify you immediately. We will use all reasonable endeavours to keep any such changes to a minimum.
We will invoice you for payment of the fees either:
when we have completed the Services; or
on the invoice dates set out in the proposal; or
at the start of each calendar month.
You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
Time for payment shall be of the essence of the Contract.
Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you at the rate of 5% per annum above the base lending rate set by the Bank of England from time to time on the amount outstanding until payment is received in full.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
Receipts for payment will be issued by us only at your request.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and Assignment
We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not, without our prior and written consent, assign transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
We can terminate the provision of the Services immediately if you:
Commit a material breach of your obligations under these Terms and Conditions; or
Fail to make payment of any amount due under the Contract by the due date for payment; or
Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provisions for the relief of insolvent debtor; or
Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect to you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), as resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
We reserve all copyright and any other intellectual property rights which may subsist in any goods or Material supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
If we assign our intellectual property rights to you in any Material, it is hereby agreed that we shall be entitled to use any such recording(s), film(s), or images for the promotion of Bulletfish Ltd. For promotional purpose, you hereby irrevocably consent to our use of such recording/photograph/film and agree not to take issue with our use of such Material `including in the event that your own image or that of your employees is continued in it.
All intellectual property in any Material is fully retained by us until all fees and charges have been paid to us.
We will provide venue and performer release forms to be signed at the beginning of each shoot day. If you – the owner of the business is not present at this point – you grant permission to the member of staff who is present and has been appointed to manage the process to sign on your behalf.
We are not under any obligation to provide to you any unedited versions of audio or visual Material. In the event that we agree to provide any such versions, it shall be on the condition that our involvement must be referenced in all publications of future manipulations, unless otherwise agreed.
You may collect the Master Recording of any music track, the film of any video, or any photographs that may have been produced by us, upon full payment of all sums due to us under this Agreement. Any such Material shall only be provided to you in digital form, unless otherwise requested and agreed, in which case the cost of any CDs, DVDs or other physical storage device containing the Material shall passed to you. The same applies to charges associated with digital transfer services, where the files are large enough to require the purchase of additional storage or transfer capacity.
We are not obligated to, and generally do not keep hard or soft back-up copies of the Material created during the term of our agreement, beyond the date that the agreement is terminated or the Contract period elapses.
It is solely your responsibility to supply us with appropriate recordable media for the purpose of creating a back-up.
In relation to our creation of Material for use by your business:
For pro-bono work, you will not be entitled to any reviews and the creation of the Material is left entirely at our discretion.
If you are paying a fee, you will be entitled to a maximum of two reviews of the Material, and we will use reasonable endeavours to facilitate any suggested amendments you provide.
You agree to promptly notify us in writing of any defect, loss or damage to any Material of which you become aware. We shall use reasonable endeavours to correct any such notified defect and/or effect replacement of any lost or damaged Material so notified, attributable to any faulty materials or negligent workmanship on our part.
In the event we are unable to effect such rectification or replacement, our liability in respect to this shall be limited to the sums referred to in clause 46 below.
Liability and Indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
The total amount of our liability is limited to the total amount of Fees payable by you under the Contract respective to the area of service that the claim is in direct reference to.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
Any indirect, special or consequential loss, damage, costs, or expenses or;
Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption; or, other third-party claims; or
Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
Any loss or damage caused to files or footage that has not been caused by wilful negligence on our part. Any such loss that we may be liable for shall be remedied by us offering you further filming or photography time, equal to the amount of time used to make the lost or damaged files or footage.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude liability.
When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of the employees of the Customer.
The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from processing any Personal Data for its own or for any third party’s purposes.
The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: [email protected].
Circumstances Beyond a Party’s Control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
On the fifth business day following mailing, if mailed by national ordinary mail; or
On the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and Jurisdiction
This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.