POST89 LTD. EMAIL Terms & Conditions

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POST89 Ltd. - Standard terms & Conditions (v1.4 Dec 2019)

Definitions

1 | In these terms & conditions, the following terms are defined as follows:

‘POST89’ means POST89 LTD. of 60 Cambridge Avenue, Solihull, West Midlands, B91 1QF (Company No. 08979492);

‘the Client’ means the person, firm, company or other entity to whom this document is addressed;

‘the Engagement’ means the contract to which these conditions apply and which incorporates these conditions.

‘the Goods’ means any assets, rushes, films, negatives, hard drives, files, data or materials (whether physical, digital or otherwise) which are provided to the Client by POST89 pursuant to an Engagement.

The Engagement

2.1 | All services are offered and all contracts are entered into subject to the following terms. All other terms, conditions or warranties whatsoever are, to the maximum extent permitted by law, excluded from the contract or any variation thereof unless expressly accepted by POST89 in writing.

2.2 | If any provision of these conditions is adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this contract or the validity or enforceability of this contract generally.

2.3 | These conditions shall be incorporated into any contract between POST89 and the Client
to the exclusion of any terms or conditions stipulated or referred to by the Client. Any dealings with POST89 following receipt by the Client of notice of these conditions shall be deemed acceptance thereof.

2.4 | For the purposes of the Contracts (Rights of Third Parties) Act 1999 the Engagement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

2.5 | The Engagement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between POST89 and the Client other than the contractual relationship expressly provided for in the Engagement.

Fees

3.1 | All fees quoted are exclusive of VAT and an estimate only and subject to variation. Daily and/ or hourly rates will be agreed for the services to be provided in advance of any Engagement.

3.2 | All invoices rendered by POST89 are payable within 14 days of the invoice date.

3.3 | If payment of an invoice referred to at clause 3.2 above is not received within 14 days of the invoice date, POST89 shall be entitled (without prejudice to any other right or remedy) to charge interest on the outstanding amount at the rate of 4% per annum above the base lending rate of Barclays PLC, accruing daily; to require that the Client make a payment in advance of any services not yet supplied; and/or not provide any further services to the Client further to the Engagement.

Performance & Delivery

4.1 | Unless otherwise agreed in writing, all times quoted for performance or delivery or availability for collection are given in good faith but are not guaranteed. Notwithstanding that POST89 and the Client may have agreed that time is of the essence, the time for performance or delivery is dependent upon prompt receipt of all necessary information, instructions and/or approval from the Client. Alterations by the Client of its requirements may result in delay in performance and delivery of an Engagement.

4.2 | The Client acknowledges and agrees that for POST89 to be able to provide the services under the Engagement the Client shall:
i. co-operate with POST89 as POST89 reasonably requires;
ii. provide to POST89 such information and media as POST89 reasonably requires; and
iii. instruct the Client’s staff and agents to co- operate and assist POST89.

4.3 | POST89 may charge the Client for any additional reasonable costs and expenses incurred by POST89 caused by the Client’s instructions, failure to provide instructions, or failure to comply with Clause 4.2.

4.4 | POST89 shall be under no liability in respect of any loss or damage to the Goods, which at all times during the Engagement remain the Client’s sole responsibility. The Client shall maintain a copy of all Goods used during the Engagement.

4.5 | Where it is agreed that the Goods will be sent to the Client or third party by post, by courier, or by hand, POST89 shall be under no liability in respect of any loss or damage to the Goods.

4.6 | Where it is agreed that the Goods are to be delivered electronically (whether over the internet or otherwise) the Client acknowledges that this may not be a completely secure form of communication and that an unauthorised third party may intercept, tamper with or delete Goods, over which POST89 has no control. POST89 shall not be responsible for and shall have no liability to the Client or any third party for any delay / non receipt / unauthorised access / disclosure of any Goods delivered electronically.

4.7 | Unless otherwise agreed in writing POST89 is under no duty to maintain copies of the Goods after completion of the Engagement.

Cancellation Of An Engagement

5 | Any contract between POST89 and the Client may only be cancelled by written notice being provided to POST89. If a confirmed Engagement is cancelled less than 24 hours prior to the commencement date, POST89 may at its sole discretion charge the Client full rate for the booked time at the full agreed daily rate. For cancelled confirmed Engagements with more than 24 hours notice prior to the commencement date, POST89 may at its sole discretion charge the Client half rate for the booked time at the full agreed daily rate.

Limitation Of Liability

6.1 | Except in the case of death or personal injury caused by POST89’s negligence, The Client agrees that POST89’s entire liability for any direct loss suffered by the Client, as a result of POST89’s breach of the contract be limited to the amount actually paid by the Client in accordance with the contract.

6.2 | POST89 shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

The Client confirms that in entering into the Engagement, it does not do so in reliance on any representation, warranty or other provision from POST89 except as expressly provided in the Engagement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Engagement to the fullest extent permitted by law. Nothing in the Engagement excludes POST89’s liability for fraud.

6.3 | The Client shall indemnify POST89 from and against all Claims, Losses or proceedings taken against POST89 by any third party (including any client of the Client), the Client’s employees or the employees of any contractor employed by the Client, in connection with or arising from the services provided by POST89 to the Client under the Engagement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

6.4 | The Client expressly agrees that it will at all times maintain and keep effective insurance policies with reputable insurers with sufficient cover which protect the Client against any loss or liability which it may incur or suffer arising out of the contract or any act or default of POST89 in the performance by POST89 of its obligations to the Client. POST89 accepts no liability for any liability or loss which arises from any failure by the Client to maintain and keep effective such insurances.

6.5 | Any recommendations or suggestions relating to the use of any Goods supplied by POST89 are given in good faith but it is for the Client to satisfy itself of the suitability of the Goods for its own particular purpose.

Sub-Contracting

7 | POST89 shall be entitled from time to time to appoint one or more sub-contractors to carry out all or any of its obligations under any contract between POST89 and the Client.

Intellectual Property

8.1 | The Client shall indemnify POST89 from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any matter or any infringement or alleged infringement of any patent, trademark, copyright, registered design or design copyright or other exclusive right including any moral right claim or any other title of any third party in respect of any work carried out for the Client by POST89.

8.2 | The Client agrees that copyright in underlying materials processed by POST89 in the performance of its services and/or included in materials produced by POST89 may be owned by third parties and that the use by the Client of all materials processed and/or produced by POST89 shall be subject always to the Client obtaining any necessary licences and consents from the relevant underlying rights owner(s).

8.3 | Unless otherwise agreed in writing POST89 has the right to use completed and publicly available material from the Engagement for the purpose of POST89’s portfolio and showreel content.

Force Majeure

9 | In the event of the performance of any obligation accepted by POST89 being prevented, delayed, or in any way interfered with by any act of government, war, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond POST89’s control, POST89 may at its option; suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting there from.

Law & Jurisdiction

10 | The contract shall be governed by the laws of England and any disputes shall be subject to the exclusive jurisdiction of the English Courts.