INDIGO DINGO LTD - STANDARD TERMS & CONDITIONS OF SERVICE
Updated 24/05/2018
DEFINITIONS:
Indigo Dingo Ltd: will hereafter be referred to as Indigo Dingo.
Client: The business/es, organisation/s or individual/s that Engage Indigo Dingo to supply Services and goods, incorporating any employee, representative or agent empowered by said business/es / organisation/s or individuals to direct and co-operate with Indigo Dingo.
Brief: A written and / or verbal and / or image-based outline of the desired creative product and subsequent Deliverables required of Indigo Dingo by the Client.
Deliverable/s: The end product/s required by the Client, including (without limitation) Client approved video content, digital and / or physical format copies of said approved content, website designs, app designs, written treatments and creative licences.
Quotation: A written document usually in the form of (but without limitation) a budget spreadsheet, detailing the fees and anticipated expenses to be paid by the Client to Indigo Dingo in order to fulfill the Services as outlined in the Brief.
Party / Parties: Any business/es, organisation/s or individual/s subject to these Terms and Conditions and / or any supplementary Contract.
Service/s: The services and / or goods supplied by Indigo Dingo to the Client in order to supply the Deliverables as detailed in the Quotation.
Material/s: Any physical or intangible item (or part thereof) acquired or created in the course of undertaking the Services including (without limitation) props, costumes and digital storage copies of any video / film footage and media content (but excluding the Intellectual Property relating to them).
Engagement: The process by which the Client agrees to the Quotation and by association agrees to these Terms and Conditions and thereby commissions Indigo Dingo to carry out the Services required.
Contract: A binding agreement formed between Indigo Dingo and the Client upon Engagement, incorporating these Terms and Conditions and any written agreements that may supplement and / or supersede them.
Production schedule: A written Notice and / or single delivery deadline, detailing the timeframe over which the Services are to be undertaken in the process of fulfilling the Deliverables.
Payment Schedule: A written Notice of the amounts to be paid to Indigo Dingo during the course of the project and the dates on which they become due.
Intellectual Property: Any creative works created specifically under the terms of the Quotation in order to fulfill the Deliverables which have intangible legal rights such as copyright, including (without limitation) written treatments, edited video content, motion graphics and soundtracks.
Notice/s: Any written communication between parties, including (without limitation) Quotations, Invoices and Contracts.
1. APPLICATION / INTERPRETATION:
1.1 All Quotations issued by Indigo Dingo are subject to these Terms & Conditions without exception.
1.2 All Engagement is accepted on the basis that it is subject to these Terms and Conditions and that all Parties have read and agree to them in their entirety.
1.3 There will be no variation of these Terms and Conditions unless specifically agreed in writing by all Parties.
1.4 Upon Engagement of Indigo Dingo, these Terms and Conditions will be deemed to have formed a binding Contract between the Parties unless a written Contract agreed by all Parties supersedes and / or supplements / amends them.
1.5 These Terms and Conditions shall take precedence over all clauses in any Terms and Conditions introduced by other Parties, including (without limitation) any clause to the effect that the other Party’s Terms and Conditions take precedence.
1.6 All Parties agree that they shall have no remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
1.7 Nothing in these Terms and Conditions is intended to or shall be deemed to:
i. Establish a partnership or joint venture between the Parties nor confers the right for the Parties to make or enter into any commitments for or on behalf of the other Party.
ii. Confer the right for the Parties to assign any or all of their obligations to a 3rdparty that is not subject to its Terms and Conditions.
iii. Confer the right to enforce any of its Terms and Conditions on any organization/s, company/ies or individual/s that are not a Party to it.
iv. Limit the statutory rights of the parties under the laws of England and Wales in place at the time of Engagement.
1.8 Parties relating to projects which Indigo Dingo undertakes on a pro bono basis will still be subject to all the relevant Terms and Conditions of the Contract.
1.9 Any words following the Terms such as, for example, in particular, including 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 words.
1.10 The position of any given clause, including which subject heading it appears under, shall not affect its meaning.
2. QUOTATIONS:
2.1 Verbal Quotations and written Quotations which are clearly defined as drafts are supplied purely for the purposes of establishing indicative guide costs.
2.2 Written Quotations that do not include the term ‘draft’, represent Indigo Dingo’s best estimate of the cost of Services and Materials required in order to complete the Deliverables. Although it is rare for the costs in a Quotation upon which Indigo Dingo is Engaged to change, unless expressly agreed in writing as being capped, the costs nevertheless remain an estimate and are therefore subject to the provisos outlined in the Contract and the individual explanations against each budget item. As such, the Client agrees to read the budget in detail in order that all Parties are aware of the costs that are covered and the changes in Brief / Materials / Deliverables that could alter the final costs charged.
2.3 Where changes in the Brief / Materials / Deliverables do occur during the course of the project for whatever reason, Indigo Dingo will endeavor to issue a new Quotation or failing that to notify the Client in writing, or failing that verbally, wherever practical in advance, in order to gain Client approval for any change to the costs. However, the Client accepts that it is not always practical or possible to do this, particularly (but not without limitation) when on location and therefore agrees that in unusual circumstances, Indigo Dingo is empowered to incur reasonable additional costs where to not do so could be reasonably judged to be detrimental to the Client’s cause and the success of the Deliverables. Unless otherwise agreed, these additional costs will be capped at a maximum of £300 excluding VAT for the duration of the project.
2.4 Indigo Dingo reserves the right to charge additional fees and costs relating to Services and Materials incurred over and above the Quotation necessitated by inaccurate or misleading information provided by the Client (whether by deliberate or accidental negligence), or supplementary / additional requirements imposed after Engagement; Provided that the Client will not be responsible for the cost of changes arising from errors by or omissions of Indigo Dingo.
2.5 All Quotations arevalid for a period of 30 days from date of issue provided that it has not been superseded by a later version or Indigo Dingo has not previously withdrawn it in writing.
3. PRICE & PAYMENT:
3.1 All Parties agree that their representatives are empowered to discuss and commit to costs as detailed in the Quotation, or in the case of the Client, to commit to reasonable additional costs as incurred under the terms of the Contract.
3.2 Where Services are to be delivered over an extended period of time and / or Indigo Dingo stands to incur significant 3rdparty supplier costs, Indigo Dingo reserves the right to charge the Client a deposit, usually (but without limitation) 50% of the total Quotation at the time of Engagement and / or to stagger invoices at agreed dates across the duration of the project as laid out in the Payment Schedule.
3.3 Where Indigo Dingo considers a risk exists, including (without limitation) potential damage to its reputation or the ability of a Client to pay all costs detailed in the Quotation in a timely manner, Indigo Dingo reserves the right to charge a 100% non-refundable payment before Engagement commences.
3.4 Unless specifically stated, all prices are quoted in £ Sterling and exclude UK VAT, which is payable in addition on all Services and costs at the relevant rate at the time the Services are undertaken, unless the Client can prove that it is exempt.
3.5 Settlement terms are 30 days from receipt of invoice and time is of the essence.
3.6 Payment will be deemed as not having been received until all outstanding funds have cleared into the Indigo Dingo account.
3.7 Payment should be made by BACS, cheque or other form of money transfer to the account / address detailed on the invoice.
3.8 Unless specifically agreed in writing at the time of Engagement, remittance should be in £ Sterling for the full amount on the invoice, including any UK VAT due.
3.9 Indigo Dingo reserves the right to invoice the Client additional charges to cover any shortfall on the total costs due, resulting from money transfer charges and / or bank handling fees and / or currency fluctuations.
3.10 Indigo Dingo reserves the right to charge interest on late payments at 8% above the lending base rate of the National Westminster Bank, in accordance with The Late Payment of Commercial Debts Act (Interest) 1998.
3.11 Indigo Dingo reserves the right to charge the Client any fees incurred in the process of recovering outstanding payment.
4. ENGAGEMENT:
4.1 The Client will be deemed to have Engaged Indigo Dingo to undertake the project outlined in the Brief, as interpreted and costed in the Quotation, upon completion of one or all of the following actions; Written approval of said Quotation, the signing of a Contract, the supply of a purchase order or the payment of a deposit (whichever is the sooner).
4.2 In the case of a fee-only project which Indigo Dingo has agreed to undertake pro bono and for which no Quotation is issued, the Client will be deemed to have Engaged Indigo Dingo upon written agreement of the Brief, or upon signing a written Contract.
4.3 Where Indigo Dingo commences delivery of Services in good faith as a result of specific approval from the Client before official Engagement / acceptance of a final Quotation, for example (but without limitation) where desired deadlines may not otherwise be met or a degree of development work is required in order to fully gauge the accurate costs required for the Quotation, the Client acknowledges that it will be liable for any reasonable fees and expenses incurred regardless of whether the project comes to fruition.
4.4 Where a deposit has been invoiced as a prerequisite of Engagement, Indigo Dingo will be under no obligation to commence delivery of Services until the deposit has been paid in full and any work undertaken before such time will be entirely at Indigo Dingo’s discretion.
4.5 Upon Engagement, Indigo Dingo agrees to render the Services to the highest professional standards and in accordance with the Client’s reasonable instructions and requests and in full co-operation with the Client’s representatives and agencies as directed.
5. CREATIVE CONTROL:
5.1 The Parties agree to meet and / or to communicate electronically from time to time to consult in good faith with each other over the creative and editorial content and artistic direction of the project; provided that the Client shall, in its absolute discretion but in discussion with Indigo Dingo and giving good faith consideration to Indigo Dingo’s views and expertise as a professional media company, have final editorial and artistic control over the Deliverables.
5.2 Indigo Dingo will use its expertise and best endeavours to interpret the Brief in consultation with the Client in order to produce the best Deliverables possible within the budget constraints detailed in the Quotation; provided that the Client agrees that Indigo Dingo cannot be held liable in any way if the final Deliverables do not completely match the Client’s initial creative vision and / or intangible expectations.
5.3 All parties agree that their representatives shall have the right to discuss and accept as satisfactory such creative aspects as (without limitation) creative treatments, scripts, storyboards, voiceovers, motion graphics, music and edits.
5.4 For the complete avoidance of doubt, where interpretations of intangible aspects of the final creative execution of the Brief differ, the Quotation upon which Indigo Dingo is Engaged will be deemed to be the sole and final document that interprets the Brief and details the cost and scope of Services which the Client has commissioned Indigo Dingo to undertake.
5.5 The Client agrees to supply Indigo Dingo with an initial written or verbal Brief outlining its initial creative ideas and the final Deliverables required.
5.6 Where the Brief is supplied verbally or is limited or uncertain in its scope, Indigo Dingo will use its expertise to interpret the Brief with the full agreement and involvement of the Client in order to develop a final Brief that will result in the Deliverables that the Client agrees best suit its needs.
6. DELIVERY / SCHEDULE / DELIVERABLES:
6.1 The Client acknowledges that fulfillment of the Deliverables within the timeframe laid down in the Production Schedule;
i. Requires timely assistance and / or feedback and / or access to its property and / or personnel by the Client.
ii. May be affected by any material changes to the Brief and Deliverables after Engagement.
iii. May be affected by matters beyond the control of Indigo Dingo and / or the Client including (without limitation) weather, availability of actors and unforeseen delays caused by third party suppliers.
6.2 Indigo Dingo will use its best endeavours to meet the Client’s desired Production Schedule for the supply of Deliverables, but time of delivery shall not be made of the essence and failure to meet any or all of the scheduled delivery targets shall not infer the right to disregard the terms of the Contract nor to withhold payment in full or part, nor to delay payment beyond the agreed settlement period unless specifically detailed in a performance clause in the Contract. If no dates are specified, delivery shall be within a reasonable amount of time.
6.3 Unless specifically detailed and agreed in advance in writing, the generation of media coverage and / or sales leads and / or advertising revenue will not be of the essence even where it forms part of the desired result of the Brief. Any failure to meet all or part of these desired targets will not constitute sufficient reason for the Client to refuse payment of any sums due, in full or in part, nor to delay payment beyond the agreed settlement period.
6.4 The Client review and approval process for all Deliverables, including (without limitation) the amount of post-production time allocated for making Client amendments, will be outlined in the Quotation, but Indigo Dingo reserves the right to charge additional fees and / or expenses for any Services and / or goods incurred over and above those detailed in the Quotation where the review and approval process takes longer than could reasonably have been foreseen. The responsibility to understand and judge sufficient the amount of Services and / or goods allocated to the review and approval process, particularly (but without limitation) where multiple stakeholders / parties have a say, therefore remains with the Client.
7. TITLE / INTELLECTUAL PROPERTY
7.1 Upon full payment of all sums owed, Indigo Dingo assigns the rights for the Client to store and use all the Deliverables created under the terms of the Services for its own purposes in perpetuity and across all territories on all media whether now known or hereafter developed or discovered.
7.2 Upon full payment of all sums owed, Indigo Dingo also assigns the same all-territory, all-media, in perpetuity rights for the Client to access, store and utilise any and all Materials created in the process of undertaking the Services which are not included in the final Deliverables, for its own purposes, for example (but without limitation) otherwise ‘unused’ camera rushes. However, Indigo Dingo reserves the right to charge for any additional services and / or goods incurred, including (but without limitation) post-production time and / or hard drive purchase and / or couriers to copy and transfer camera rushes to the Client and / or additional post-production fees to create new Deliverables from existing source material.
7.3 Unless specifically assigned under the terms of the Contract, under the terms of the Copyright, Designs and Patents Act 1988, the Intellectual Property rights of all creative works created in the process of undertaking the Services will remain vested with the author, namely Indigo Dingo and / or its contractors. This does not affect the Client’s rights to use the material for their own purposes as detailed.
7.4 Under the terms of the Copyright, Designs and Patents Act 1988,Client assignment of the use of the Deliverables and / or Materials to a 3rdparty remains at the discretion of Indigo Dingo, must be requested in advance in writing and may incur additional costs and / or require the use of an author credit.
7.5 Even where the Intellectual Property rights of a creative work have been assigned under the terms of the Contract, the Intellectual Property rights of any creative works created outside the terms of the Services as specifically detailed in the Quotation will remain vested with Indigo Dingo and / or its 3rdparty contractors, for example (but without limitation) if Indigo Dingo creates a more detailed package of motion graphics than is budgeted for in the Quotation, on the agreed basis that the client gets a better (albeit non-exclusive) end product and Indigo Dingo retains an asset which can be repurposed at a later stage for other Clients.
7.6 Ownership of any physical Materials created or acquired in the process of undertaking the Services will not pass to the Client until payment for all sums due to Indigo Dingo has been received in full as cleared funds.
7.7 Ownership of the Deliverables and / or any Intellectual Property or usage rights assigned under the Contract will not pass to the Client until payment of all sums due to Indigo Dingo has been received in full as cleared funds. Client use of the Deliverables, creative works and Materials created under the terms of the Brief and Quotation is at the discretion of Indigo Dingo until all payments due have been received as cleared funds. Indigo Dingo reserves the right to demand the complete and immediate cessation of the use of any or all Deliverables and / or Materials and the immediate return and / or deletion of all Materials and Deliverables be they physical or digital, until payment of all outstanding sums has been received in full as cleared funds.
7.8 Unless specifically agreed under the terms of the Contract and even where Intellectual Property rights have been assigned under the terms of the Contract, Indigo Dingo and its contractors retain the right to store and use their creative works (or parts thereof) for the purposes of self promotion as they see fit, including but not limited to use on their websites and in promotional showreels.
7.9 Unless included in the Quotation, the contractual assignment of any or all Intellectual Property rights to the Client subsequent to initial Engagement may incur significant additional fees, including (but without limitation) intermediary negotiation fees, Intellectual Property licence fees and legal fees.
7.10 Not including any content and / or Materials supplied direct by the Client or where agreed in writing that the Client will administer such licences itself, Indigo Dingo agrees to obtain and hold suitable licences for all 3rdparty Intellectual Property acquired in the process of delivering the Services detailed in the Quotation, including (but without limitation) library music, stock footage, graphic templates and actor buyouts / residuals / releases. The duration and territorial scope of these licences will be listed in the Quotation and updated in writing should the scope change for whatever reason during the course of the project, but it remains the Client’s responsibility to ensure that the licence scope requested is sufficient for its purposes. Where the scope of the licence required changes either during or subsequent to Completion of a project, for example (but without limitation) where an advert initially intended for a UK internet site is then used in a globally syndicated TV advertisement with a ‘media buy,’ additional licence fees are likely to be due. Indigo Dingo may be able to negotiate new licences on behalf of the Client, but cannot be held responsible for any liability arising from a change in Scope of a licence beyond that covered in the original Quotation.
7.11 Although Indigo Dingo endeavours to gain signed consent forms for every featured person and / or location in line with industry best practice, the Client understands that under certain circumstances, particularly (but without limitation) where the use of a small crew has been deployed in order to reduce budgets beyond those initially recommended, that it is not always possible to get signed consent forms in every instance. As such, the Client agrees that, upon notification by Indigo Dingo of any locations and / or featured ‘artists’ appearing in the Deliverables for which a signed release form does not exist, it will either request that the location / artist is removed from the Deliverable or otherwise be deemed to have accepted full responsibility for any liability arising from the use of the images and furthermore warrants that it will not hold Indigo Dingo responsible for any resulting liability.
8. ARCHIVE:
8.1 Unless specifically agreed under the terms of the Contract, Indigo Dingo reserves the right to store copies of all digital Materials and Deliverables created or acquired in relation to the Services in perpetuity.
8.2 Unless expressly agreed under the terms of the Contract, Indigo Dingo will, for a period of five years from the Delivery date, preserve a master copy of all digital Materials and Deliverables, including (but without limitation) camera rushes. Although it is rare for Indigo Dingo to delete archived material, particularly final Deliverables, Indigo Dingo will be under no obligation to store such material beyond this period. If therefore, the Client requires definitive guaranteed storage beyond this period, it should therefore request that a complete copy of all footage and Materials is supplied to it upon Completion and that the relevant technical / Service fees are included in the initial Quotation.
8.3 In the event that Indigo Dingo becomes insolvent, or is unable to continue storing the materials and / or Deliverables for whatever reason during the five years after Delivery, the Client retains the right to retrieve all footage it has rights to, upon payment of reasonable Service fees and costs incurred in the process of transferring such material to the Client’s care.
8.4 With regard to physical Materials generated during the undertaking of the Services, including (but without limitation) props, artwork, costumes and sets, Indigo Dingo shall be under no obligation to store such items beyond the delivery date unless specifically requested under the terms of the Contract, in which case it reserves the right to charge reasonable storage fees at the going commercial rate. If therefore the Client wishes to retain any physical Materials to which ownership has been assigned under the terms of the Contract, but does not wish Indigo Dingo to arrange storage, the Client agrees to request their return before the delivery date and agrees to pay any costs incurred in their packing, transportation and delivery.
8.5 Indigo Dingo accepts no responsibility for the subsequent loss or damage of any Materials, be they physical or digital, after they have been successfully returned to the Client (in the case of originals) or supplied with duplicate copies for the express purpose of guaranteeing their storage and not relying on Indigo Dingo to store Materials, for instance (but without limitation) camera rushes.
9. TERM / COMPLETION:
9.1 Once all the Services and Deliverables outlined in the Quotation have been signed-off / approved by the client in writing, the Contract will be deemed to have been completed.
9.2 Any additions or amendments to Services and / or expenses beyond completion will be chargeable. In the case of minor amendments to the original project these may be deemed as being subject to the original Contract at the discretion of Indigo Dingo, but for more significant additions and / or where the amendments change the material nature of the agreed Services and Deliverables, the amendments will be subject to a new Quotation and Engagement process.
10. CANCELLATION / TERMINATION:
10.1 In the event of the postponement and / or cancellation and / or a material change to any aspect of the Services, Materials or Deliverables as outlined in the Quotation or in written communications, including (without limitation) a video shoot or voiceover session, where the postponement / cancellation is outside the control of Indigo Dingo, the Client acknowledges that, depending on the circumstances and timing of the change, that it is liable for up to 100% of the incurred costs and fees. Under such circumstances Indigo Dingo will attempt to mitigate costs and fees as best it can, but the Client agrees that it will be liable to pay any costs that Indigo Dingo incurs in the process, including (without limitation), cancellation fees charged by 3rdparty contractors and additional internal administration fees incurred in order to mitigate these costs.
10.2 Without affecting any other right or remedy available to them, all Parties may terminate this Contract with immediate effect by giving written notice where the other Party commits a material breach of any term of this Contract where the breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten business days after being notified in writing to do so.
10.3 Indigo Dingo reserves the right to terminate the Contract in writing where payment is not made within the stated time period detailed in any outstanding invoices and / or where the Client suspends or threatens to suspend payment of its debts and / or it has other good reason to believe that the Client may not settle its debts in full.
10.4 As defined in section 123 of the Insolvency Act 1986, all Parties reserve the right to terminate the Contract in writing with immediate effect if either becomes insolvent, unable to pay their debts or has a receiver or administrator appointed to manage all or part of its business or assets, or is deemed unable to pay its debts or judged as having no reasonable prospects of paying its debts within the meaning of section 268 of the Insolvency Act 1986.
10.5 All Parties reserve the right to terminate the Contract in writing and demand the immediate cessation of use and return of the Deliverables, Materials and any assigned Intellectual Property where they have proof that their reputation and / or business activities, or the reputation and / or business activities of the Party’s contractors, could be adversely affected by the actions of the other Party; provided that the action is irremediable or (if such action is remediable) fails to remedy that action within a period of ten business days after being notified in writing to do so.
10.6 Upon termination of the Contract for whatever reason;
i. All rights, remedies or obligations of the Parties that have accrued or become due before termination shall remain unaffected.
ii. No Party shall have any further obligation to the other Parties under this Contract, except as stated in the Contract.
iii. Indigo Dingo shall be entitled to receive full payment for all Services provided and goods purchased up to and including the date of termination, in addition to any payments to third party suppliers to which it is contractually committed as of that date.
11. CONFIDENTIALITY:
11.1 All Parties agree to keep confidential any commercially sensitive information which they are exposed to during the course of the project in perpetuity or until such time that the information enters the public domain through no action of the Party concerned; provided that to comment on such information which has entered the public domain could not reasonably be construed as significant further verification of the sensitive information concerned.
11.2 All Parties agree to store any confidential and / or sensitive information which they receive and / or generate during the course of the project, on secure, password-protected encrypted computer systems and / or cloud-based storage utilising maximum strength passwords and / or in locked filing cabinets, and to only transmit such confidential information via secure methods of electronic transmission utilising encryption and / or passwords wherever required. No Party shall have any obligation to retain such information beyond the delivery date, but should it decide to do so (assuming the terms of the Contract allow as such), such security shall remain in-place for as long as the information might reasonably be deemed to remain sensitive and / or confidential.
11.3 All Parties, agree that without the prior consent of the other Parties, they shall not pass any sensitive and / or confidential information or media content that they are exposed to during the course of the project to any third party and / or media / social media outlet (but that this shall not prevent proper disclosures of information to the parties' professional advisers or as required by law). This excludes any time-sensitive / information / content which is deemed as not being sensitive and / or confidential upon entering the public domain; provided that the release of such information (be it through negligence or malice), does not break an embargo put in place by another Party.
11.4 All Parties agree to put in place all reasonable processes to protect the confidentiality of the other Parties, including (but without limitation) regular verbal and written briefings of their representatives and sub-contractors as well as their statutory obligations.
11.5 For the purposes of the Data Protection Act 1998 and The EU General Data Protection Regulation (GDPR) (EU) 2016/679, as amended, all Parties hereby agree and consent to the other Parties holding and processing personal data relating to them and any individuals connected with them in any form, whether electronic or otherwise; provided that the Parties comply at all times with the relevant UK and EU data protection laws and best practices.
12. PUBLICITY & PROMOTION:
12.1 Unless subject to a separate Non Disclosure Agreement or otherwise precluded under the terms of the Contract, the Parties agree in good faith to consult on publicity and promotional plans relating to the project where such publicity will be beneficial to one or all Parties. All public relations, promotional and press activities undertaken shall be subject to each party’s prior written approval (such approval not to be unreasonably withheld or delayed).
13. WARRANTIES / INSURANCE:
13.1 All Parties hereby warrant, represent and undertake that they are fully entitled to enter into and to perform this Contract.
13.2 Indigo Dingo guarantees that it has good title to supply and sell all Services, goods and Materials as detailed in the Quotation.
13.3 Indigo Dingo hereby warrants, represents and undertakes that the Materials and Deliverables (save to the extent that they incorporate material made available to Indigo Dingo by the Client) will be wholly original to Indigo Dingo and / or its contractors, and / or will be correctly licenced from 3rdparty archives and will not therefore infringe the copyright or any other rights of any third party, including rights to privacy.
13.4 The Client hereby warrants, represents and undertakes that it shall either own the intellectual property right to, or have obtained licences of sufficient duration, media and territorial scope for the usage of any and all materials provided to Indigo Dingo by it in connection with the project.
13.5 Indigo Dingo hereby warrants, represents and undertakes that the Deliverables will not contain any defamatory matter or breach any Contract or duty of confidence nor bring the Client into disrepute or subject it to criminal or civil proceedings, and does not breach any provision of law unless such material has been provided to Indigo Dingo by the Client and agreed in advance by the Parties as meeting the criteria listed in clause 13.4.
13.6 All parties shall indemnify the other Parties and keep them fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on their part contained in this Contract.
13.7 In order to receive this indemnification all Parties shall promptly notify the other Party/ies of a claim and shall grant the other Party/ies the sole right to defend, control and settle such claim, and the other Party/ies shall have the right at their own cost to have their own legal counsel present at all meetings and hearings relating to the claim. No Party shall compromise, settle or otherwise resolve a claim without the other Party/ies prior written consent, not to be unreasonably withheld or delayed.
13.8 All Parties agree to comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
13.9 Indigo Dingo guarantees that it holds up to date policies covering required statutory UK public liability and employer insurance, as well as media production insurance to cover any instance where loss of equipment or ultimate failure to deliver an aspect of a project is entirely the fault of Indigo Dingo.
13.10 The Client acknowledges that when unforeseen additional insurances arise after Engagement such as (without limitation) the need for additional public liability insurance when filming at certain locations, or the need for supplementary employer liability insurance when filming outside the UK, that Indigo Dingo reserves the right to charge for any additional costs incurred over and above the agreed Quotation.
14. LIABILITY:
14.1 With the exclusion of its statutory obligations Indigo Dingo will accept no liability where it is not able to complete all or part of the Services in the Quotation as the result of events beyond its control, including (but without limitation) floods, fire, industrial disputes, breakdown of national communications infrastructure, explosion or terrorist attacks and where practical it has taken all reasonable steps to remedy / overcome the issue. In such circumstances, the Client shall be liable for any additional costs incurred as a result of overcoming such extraordinary issues in order to still deliver the Services and also empowers Indigo Dingo and its representatives to use their professional judgment as to what is commensurate with the situation and what is at stake.
14.2 Save as precluded by law, Indigo Dingo will not accept any liability for loss or damage to the property of the Client, loss of profits, business, goodwill or reputation to the Client, nor for the illness, personal injury or death of any Party suffered in connection with the Engagement, unless caused by the negligence of Indigo Dingo and recoverable on that ground following the judgment of a competent court.
14.3 Except in respect of death or personal injury the entire liability of Indigo Dingo in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall not exceed the amount claimable under the terms of the appropriate insurance policy held by Indigo Dingo.
14.4 Indigo Dingo warrants that it follows industry best-practice relating to health and safety and therefore reserves the right to refuse to undertake potentially unsafe practices on location where it judges that to do so may result in injury or death, even if this means it is not able to fulfill any or all aspects of the Contract, for example (without limitation) where a helicopter or pilot organised by the Client for the purposes of aerial filming is clearly unsuitable and / or unsafe.
15. NOTICES:
15.1 All written Notices between Parties must be sent by email to a recognised email address registered to the Party in question or one to which it has access and shall form a legal document as if they were sent by traditional post / mail.
15.2 A Notice shall be deemed to have been received at the time of transmission as stated in the time-zone of the receiving Party’s registered office (when sent between the hours of 0900 and 1800 on a business day, or failing that the next business day of the receiving country), regardless of whether the relevant receiving Party’s representative is in that country at the time.
15.3 Both parties shall make best efforts to ensure that full receipt of the Notice has been confirmed, but the responsibility will be on the sending Party to ensure that receipt is confirmed, unless all reasonable efforts to ascertain as such have been exhausted, in which case receipt will be deemed to have been at the time of transmission as outlined above.
16. LAW & JURISDICTION:
16.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.