Terms of business
The purpose of this letter is to set out the terms on which Spike Productions Limited (“we/us/our”) will supply the services specified in the Schedule (“Services”) to you. Please sign and return the second copy of this letter to confirm your acceptance of these terms.
- We will supply the Services with reasonable care and skill. We will use our best endeavours to supply the Services by the Completion Date (if any) specified in the Schedule, but as we rely on freelance contractors and on obtaining information and/or instructions from you in order to provide the Services, we cannot guarantee this. We will not be liable for anything beyond our reasonable control, and may terminate this agreement on notice to you if, as a result of an event beyond our reasonable control, we are no longer able to provide the Services.
- Our engagement shall be on a non-exclusive basis as regards both you and us, and is not an agreement for employment or partnership.
- We may delegate the provision of all or any part of the Services to any suitable contractor.
- You will pay us the fees specified in the Schedule for providing the Services, together with any further fees for additional work as agreed between you and us. All fees are to be paid without deduction or set-off by [bankers draft or by transfer to such bank account as we may from time to time direct], in [Pounds Sterling]. We will send you an invoice for the fees after completion of the Services, and payment is due within 30 days of dispatch of the invoice. If payment is not made by the due date, then you agree to pay us interest on the outstanding amount at the rate of 4% per annum above the base lending rate from time to time of Barclays Bank plc calculated daily from the due date until the date of payment. Our right to require payment of interest under this clause does not affect any other rights or remedies we may have relating to failure to pay an amount due.
- The Services, once agreed by you, cannot be changed unless we agree in writing. There may be additional fees for changing the Services. As part of providing the Services, we may ask you to confirm your acceptance of certain Material or draft Material, and such confirmation, once given, may not be withdrawn. For the purposes of this letter, “Material” means the drawing, plan, filming, graphics, artwork, design, logo, software, model, photograph, computer program, code or other material or thing that we have been asked to create or generate as set out in the Services.
- We will not disclose any confidential information you tell or give us to any person without your prior approval, except to our employees and contractors for the purposes of providing the Services or to any person as required by law. We will treat any Material as confidential until you tell us otherwise or it is in the public domain. Both you and us will treat the terms of this letter as confidential.
- Personal or sensitive data that you supply to us or which we request will only be used for the purposes for which it was originally obtained and shall be processed fairly and lawfully in accordance with the Data Protection (Bailiwick of Guernsey) Law, 2017, as amended (the “Guernsey DP Law”). You may request that any inaccuracies in the data we hold about you be corrected, and that any personal data that we hold about you which we do not have a legitimate reason to retain, be erased. We endeavour to ensure that all data held is accurate, complete and up to date, and that we hold no more data than is necessary for the purpose for which we hold it. It is our policy to review from time to time the data and delete such data which is no longer necessary.
- You acknowledge that all existing and future intellectual property rights, including without limitation copyright, registered designs, trade marks, patents, circuit layouts and any application or right to apply for registration of any of those rights in all Material are vested in us or our contractors.
- We hereby grant to you an exclusive, perpetual, royalty-free licence to use the Material for the purposes and in the geographical locations set out in the Schedule. If you require a wider licence or wish to own any intellectual property rights in the Material, you must tell us before signing this letter and, if we are able to agree, this must be included as a Special Term.
- This letter includes the Schedule and any Special Terms set out therein.
- This letter constitutes the entire agreement between the parties with respect to its subject matter and shall supersede all previous oral and written representations, agreements and other communications between you and us. Any forbearance, indulgence or delay in enforcing any right or remedy is not a waiver nor will it prejudice any right or remedy of your or us in respect of this letter. Any waiver of any of its terms shall not be effective unless agreed to in writing by you and us.
- Each of the terms of this letter shall be severable and distinct from one another and if one or more of such terms is invalid or unenforceable the remaining terms shall not in any way be affected.
- This letter of agreement is governed by and construed in accordance with the laws of Guernsey, and the courts of Guernsey will have non-exclusive jurisdiction over any matter under this letter.
Yours faithfully
For Spike Productions Limited
I/we confirm that I /we agree to the above.
Signed by…………………………………
Name………………………………………
Company…………………………………
Date………………………………………..
SCHEDULE
| Services:
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To Provide as per schedule A attached.
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| Completion Date:
(if applicable)
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| Fees:
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| Permitted use for which Licence
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| Geographical extent of Licence
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| Special Terms:
(if applicable)
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