We are TIG.LONDON LTD, a film and animation company specialising in branded content for agencies and businesses. We are registered in England and Wales with company number 14786843 and registered address at 85 Great Portland Street, First Floor, London, United Kingdom, W1W 7LT. Any reference to “we”, “us”, “TIG London” or “TIG” is a reference to TIG.LONDON LTD. To contact us, please call us at +44 7863 146 948 or email hello@tig.london. These Service Terms (the “Terms”) set out the terms and conditions under which we provide film and animation production services to any customer who purchases services from us and whose details shall be set in the Order (as defined below) (“Customer”).
1.1. Following an expression of interest from a Customer, an initial interview or a discovery call, and our offer, we may in our sole discretion prepare an order form, brief, or any specification to be agreed by the Customer and TIG London, (“Order”) setting out the services, including any Deliverables (as defined below), to be supplied by TIG London to the Customer (“Services”). “Deliverables” means finalised deliverables produced by TIG London for the Customer in accordance with the Order (any partial deliverables, working materials or work in progress shall not constitute Deliverables unless and until handed over to the Customer at completion).
1.2. On the date it becomes executed or accepted by both parties (the “Contract Date”), the Order shall establish a contract for the supply of the Services on the terms and conditions agreed between the parties in writing, contained in the Order, and/or these Terms (the “Contract”). If there is a conflict between the provisions of the documents listed above, a term contained in a document higher in the list shall have priority over one set out in a document lower in the list.
1.3. The Contract shall also specify any agreed fees, charges and payments to be made in consideration of TIG London providing Services to the Customer (“Charges”).
1.4. Any quotations, samples, drawings, concept ideas, descriptive matter or advertising issued by TIG London are issued for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.
1.5. The Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.6. TIG London shall supply the Services and/or Deliverables to the Customer in accordance with the Order. Any revisions or subsequent amendments to the Services and/or Deliverables shall be provided in TIG London’s sole discretion.
1.7. The Customer acknowledges that when the Contract has been concluded, TIG London shall begin intensive production works in the provision of the Services. Where the Customer changes or amends its instructions to TIG London after the Contract has been concluded, TIG London may need to change its approach. Where this is the case, TIG London may agree to amend the Order and Charges, or terminate the Contract in accordance with clause 7.2.
1.8. TIG London shall use all reasonable endeavours to meet any performance dates specified in an Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
1.9. TIG London may amend any specification and/or the Deliverables set out in an Order if necessary, to account for any technological limitations or to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and TIG London shall notify the Customer in any such event.
2.1. The Customer shall:
2.1.1. ensure that any information it provides in the preparation of an Order and during the Contract term is complete and accurate;
2.1.2. co-operate with TIG London in all matters relating to the Services;
2.1.3. provide TIG London with such information and materials as TIG London may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
2.1.4. use all materials, equipment, documents and other property of TIG London put at the Customer’s disposal when performing Services (“TIG London Materials”) with utmost skill and care and in accordance with the Contract; 2.1.5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
2.1.6. remain solely responsible for its compliance with any applicable laws, regulations, requirements, and/or policies; and
2.1.7. comply with all reasonable directions and instructions given by TIG London in the provision of the Services.
2.2. If TIG London's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
2.2.1. without limiting or affecting any other right or remedy available to it, TIG London shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays TIG London's performance of any of its obligations;
2.2.2. TIG London shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from TIG London's failure or delay to perform any of its obligations as set out in this clause 2.2; and
2.2.3. the Customer shall reimburse TIG London on written demand for any costs or losses sustained or incurred by TIG London arising directly or indirectly from the Customer Default.
3.1. The Charges for the Services shall be as set out in the Order.
3.2. TIG London shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom TIG London engages in connection with the Services and for the cost of services provided by third parties and required by TIG London in the performance of the Services, and for the cost of any materials.
3.3. TIG London may charge the Customer and the Customer shall pay to TIG London an upfront fee, generally 50% of the agreed Charges. Where such upfront fee is charged by TIG London and the Customer fails to pay it by the due date, TIG London may terminate the Contract in accordance with clause 7.2.2.
3.4. TIG London shall be entitled to charge the Customer and the Customer shall pay to TIG London 100% of the Charges set out in the Order if the Customer fails to take delivery of the agreed Services or their part.
3.5. Where TIG London enters into long-term fixed-fee arrangements, TIG London reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Contract Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Contract Date.
3.6. TIG London shall invoice the Customer the Charges as set out in the Order.
3.7. Where TIG London has terminated the Contract following the Customer’s change of instructions in accordance with clauses 1.7 and 7.2.1, and TIG London has commenced works under the Order, TIG London may charge the Customer and the Customer shall pay to TIG London a pro-rated portion of the Charges.
3.8. The Customer shall pay each invoice submitted by TIG London: 3.8.1. in accordance with payment terms set out in the Order, in any case within 30 days of the date of the invoice; and 3.8.2. in full and in cleared funds to a bank account nominated in writing by TIG London.
3.9. Time for payment shall be of the essence of the Contract.
3.10. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time ("VAT") and, the Customer shall, on receipt of a valid VAT invoice from TIG London, pay to TIG London such additional amounts in respect of VAT.
3.11. If the Customer fails to make a payment due to TIG London under the Contract by the due date, then, without limiting TIG London's other remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.11 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
3.12. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.1. In the Contract, “Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
4.2. Unless agreed in writing otherwise, all Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by TIG London.
4.3. TIG London grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and use the Deliverables as set out in the Order, or, if not specified, within the course of its business.
4.4. The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 4.3.
4.5. The Customer grants TIG London a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to TIG London for the term of the Contract for the purpose of providing the Services to the Customer.
5.1. Each party shall remain solely responsible for its compliance with the relevant data protection rules. 5.2. TIG London’s privacy and data protection practices are set out in its Privacy Policy.
6.1. The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
6.3. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.
6.4. TIG London's total liability to the Customer in respect of Services provided under an Order shall not exceed the Charges paid by the Customer in respect of the Services set out in that Order.
6.5. Subject to clause 6.3, neither party shall be liable for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.
6.6. Notwithstanding clause 6.3, the Customer shall be liable for additional costs incurred by TIG London in procuring and implementing changes to the Services requested by the Customer. These include but are not limited to additional costs of management time and other personnel costs, and costs of equipment and materials.
6.7. TIG London has given commitments as to compliance of the Services in the Service Terms. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6.8. This clause 6 shall survive termination of the Contract.
7.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
7.1.1. the other party commits a material breach of any term of a Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
7.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
7.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 7.1.4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
7.2. Without affecting any other right or remedy available to it, TIG London may terminate the Contract with immediate effect by giving written notice to the Customer if:
7.2.1. the Customer changes or extends its instructions to TIG London after the Contract has been concluded;
7.2.2. the Customer fails to pay any amount due under the Contract on the due date for payment;
7.2.3. there is a change of control of the Customer, where “control” has the meaning given in section 1124 of the Corporation Tax Act 2010.
7.3. Without affecting any other right or remedy available to it, TIG London may suspend the supply of Services under the Contract or any other contract between the Customer and TIG London if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 7.1.2 to 7.1.4, or TIG London reasonably believes that the Customer is about to become subject to any of them.
7.4. On termination of the Contract:
7.4.1. the Customer shall immediately pay to TIG London all of TIG London's outstanding unpaid invoices and interest and, in respect of works under an Order but for which no invoice has been submitted, TIG London shall submit an invoice, which shall be payable by the Customer immediately on receipt;
7.4.2. the Customer shall return all of TIG London Materials and any deliverables which have not been fully paid for. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
7.4.3. the Customer shall have no rights to any materials prepared by TIG London or work in progress under the Order, and TIG London shall not be obliged to provide any such materials or work in progress to the Customer.
7.5. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
7.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
8.1. Interpretation: A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes email.
8.2. Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
8.3. Assignment. TIG London may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of TIG London.
8.4. Confidentiality.
8.4.1. Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.4.2.
8.4.2. Each party may disclose the other party's confidential information:
8.4.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 8.4.2.1; and
8.4.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.4.3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
8.5. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
8.6. Variation: Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.7. Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
8.8. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 8.8 shall not affect the validity and enforceability of the rest of the Contract.
8.9. Notices: Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (in this clause, a “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute.
8.10. Third-party rights: Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 8.11. Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
8.12. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.