These Terms of Business apply to all contracts with Square Elephant Productions (“SEP”) and all orders placed with us unless otherwise agreed in writing. Please read them carefully before proceeding with any project.
1. GENERAL
1.1. These Terms of Business (“Terms”) apply to all contracts entered into by Square Elephant Productions (“SEP”) and govern all orders placed with SEP. Any amendments to these Terms must be in writing and signed by authorized representatives of both parties.
1.2. This agreement is governed by the laws of England & Wales and is subject to the exclusive jurisdiction of the English Courts.
2. DEFINITIONS
2.1. In these Terms:
- “SEP” refers to Square Elephant Productions, including any trading divisions, subsidiaries, associated companies, successors, and assigns.
- “Contract” means any order for goods or services placed by the Client and accepted by SEP, incorporating these Terms.
- “Client” refers to the person, firm, company, or entity placing an order with SEP, including their successors and permitted assigns.
- “Client’s Materials” includes all goods, materials, or items supplied by or on behalf of the Client to SEP.
- “Goods” refers to any products or films produced by SEP for the Client under the Contract.
- “Services” means any services performed by or on behalf of SEP under the Contract.
3. CANCELLATION
3.1. Any Contract between SEP and the Client may only be canceled or varied with SEP’s written consent. Such consent does not affect SEP’s right to recover full compensation for any loss or expense resulting from the cancellation or variation.
3.2. If the Client provides notice of cancellation:
- Less than 24 hours before the scheduled performance or commencement date (“Contract Date”), SEP is entitled to charge the full contract price or the applicable rate as per SEP’s current rate card.
- Between 24 hours and five working days before the Contract Date, SEP is entitled to charge 50% of the contract price or the applicable rate as per SEP’s current rate card.
4. RATES
4.1. Written estimates provided by SEP are valid for three months. Any estimate is subject to conditions specified therein.
4.2. All prices are exclusive of VAT. SEP reserves the right to adjust the quoted price if:
- Additional costs arise due to defective or unsuitable materials supplied by the Client or third parties.
- Information provided by the Client or third parties is incomplete or inaccurate.
- The Client or third parties alter their requirements.
- Exceptional circumstances beyond SEP’s control occur, including currency fluctuations and changes in third-party costs.
5. TERMS OF PAYMENT
5.1. Unless otherwise agreed in writing, all invoices issued by SEP are payable within 30 days of the invoice date.
5.2. SEP reserves the right to require payment in installments during the Contract’s performance and/or full payment before delivery or making goods available for collection.
5.3. The Client shall pay all amounts due to SEP in full, without any set-off or counterclaim, in the invoiced currency, and without any deductions or charges.
6. LIABILITY
6.1. SEP’s liability for any loss or damage arising from the Contract is limited to the contract price. SEP is not liable for indirect or consequential losses, including loss of profit, revenue, or goodwill.
6.2. SEP will repair or replace any defective material supplied by SEP and, if necessary, will provide the services again in accordance with the original Contract at no additional charge.
6.3. SEP reserves the right to subcontract all or any of its obligations under the Contract.
7. FORCE MAJEURE
7.1. SEP is not liable for any failure or delay in performing its obligations under the Contract due to circumstances beyond its reasonable control, including acts of God, war, terrorism, strikes, or governmental actions.
8. INTELLECTUAL PROPERTY
8.1. Unless otherwise agreed in writing, all intellectual property rights arising from the Services or Goods provided by SEP remain the property of SEP until full payment is received. Upon full payment, SEP will assign such rights to the Client as necessary for the intended use of the Goods or Services.
9. CONFIDENTIALITY
9.1. Both parties agree to keep confidential any proprietary or confidential information disclosed during the Contract and not to use it for any purpose other than fulfilling their obligations under the Contract.
10. TERMINATION
10.1. SEP reserves the right to terminate the Contract immediately if the Client breaches any of these Terms or becomes insolvent. Upon termination, any outstanding payments become immediately due.
11. ENTIRE AGREEMENT
11.1. These Terms, together with any documents referred to herein, constitute the entire agreement between SEP and the Client and supersede any prior agreements or understandings.