STANDARD TERMS AND CONDITIONS OF BUSINESS

1. DEFINITIONS

Where the context permits the following words and phrases shall have the meanings assigned to them:-

a) The Company means Analogue Image Limited.  The Customer means the person or company who purchases Services from the Company.

b) The Originals means the film and/or other materials to be reproduced by the Company for the Customer.

c) Deliverables means the output of the Services produced by the Company for the Customer.

d) the Services means the services to be carried out by the Company for the Customer under an order. 

e) Customer Materials means all materials, information, documents and items, in any form (whether owned by the Customer or a third part), which are provided by the Customer to the Company in connection with the Services (including the Originals), 

2. GENERAL

a) In the event of any inconsistency between these conditions and any form of contract sent by the Customer to the Company, whatever their respective date, these Conditions shall prevail but the Company shall be entitled to the benefit of any term in the Customer s Conditions or form of Contract which constitutes a warranty undertaking or guarantee in favour of the Company.

b) These Conditions shall apply not only to the goods the subject of any order that may accompany or result from the supply of the Conditions, but to all orders subsequently placed with the Company or by or on behalf of the Customer whether or not these conditions are attached to any subsequent Contract or order.

3. SERVICES AND RISK
a) The Company shall provide the Services with all reasonable skill and care and in accordance with any agreed specification, in all material respects.

b) The risk in the Originals shall remain in the Customer at all times. The risk in the Deliverables and in any part thereof shall vest in the Customer from the point in time when the Deliverables or any such part thereof shall come into existence.

c) At no times shall risk in the Originals or in the Deliverables vest in the Company notwithstanding that possession lien or title may be vested in the Company.

d) The Customer acknowledges and accepts that the Company carries limited insurance coverage and has no liability to Customers or any other party save as set out in these terms. The Company strongly recommends that the Customer insures the Originals  against all possible loss and the Customer has protection facilities wherever possible.

e) It shall be the responsibility of the Customer to ensure that all Customer Materials are free from defects and are of first class quality suitable for processing by the Company in accordance with the Customer’s requirements.

f) If the Company shall by reason of its negligent act cause loss, damage or destruction to a Customer’s Materials, then the Company’s liability to such Customer in respect of any such loss, damage or destruction shall be limited as follows:

• In the event of repairable damage to the Customer’s Materials, the Company shall use reasonable endeavours to repair such damage at its own expense without any obligation to engage third parties.

• In the event of irreparable damage to the Customer’s Materials, the Company’s liability shall be limited to the replacement of similar quantity of unexposed film raw stock for the quantity of such irreparably damaged material.

• In no event and under no circumstances will the Company be liable for the cost of restoration techniques or other similar processes.

g) Without prejudice to the generality of the foregoing provisions of this section, delivery of the Customer Materials and/or of the Deliverables to the Customer whether by the Company or by any third party, shall be at the risk of the Customer.

h) Storage media: On occasions The Company will request that the Customer provides adequate storage media for scanned / digitised materials. The Company requests all such media be clean and reformatted by the Customer, prior to sending to the Company.  The Company bears no responsibility for contents already on the Customers storage device(s) and bears no responsibility if any existing data corrupts or is inadvertently deleted whilst on the Company premises. The Company assumes that all customer data is adequately backed-up and of a non-sensitive and legal nature.

4. ORDERS AND ACCEPTANCE

a) All Customers orders must be in writing. No contract shall be created unless and until the Customers order has been accepted by the Company.

b) In engaging with the Company the Customer will have read, understood and accepted these terms and conditions. The Company will automatically assume (upon engagement with the customer) that the Customer has endeavoured to seek out our terms of business and privacy policy which are available at all times from our website: https://www.on8mil.com or https://www.analogueimage.london at all times.

5. TITLE

a) The Customer grants to the Company a lien on the Customer Materials in respect of payments due to the Company from or at the instance of the Customer and from time to time owing whether or not in respect of the Customer Materials.

b) Property in the Deliverables shall be vested in the Company and shall not pass to the Customer until payment has been received by the Company in full for the Deliverables and of all other sums due to the Company from or at the instance of the Customer and, if the Deliverables shall be in the possession of the Customer, the Customer shall hold the Deliverables as bailee for the Company.

c) If the Customer shall default in the punctual payment of any sum due to the Company, the Company shall be entitled forthwith to repossess the Deliverables and/or any other goods which remain the property of the Company and the Customer shall for this purpose afford the Company access. The Company shall be entitled to enter any premises of which the Customer is in occupation or to which he has access and where any such Deliverables and/or goods may be.

d) The Customer shall not pledge or allow any lien or charge to arise over the Deliverables or any documents of title thereto, until payment has been made in full.

e) In the event of any sale or disposition of any of the Deliverables by the Customer the Customer shall hold on trust for the Company until payment is made to the Company in accordance with Clause 7 hereof:-

• So much of the proceeds of sale is equal to the sums owing to the Company at the time of such sale (however such liability may have arisen)

• The right to receive the proceeds of sale of the Deliverables and the Customer shall keep a separate record showing to whom the Deliverables or any part thereof has been sold or disposed and the amount of the proceeds of sale receivable in respect thereof and the dates of the sale of disposal and receipt of the proceeds of sale.

6. DELIVERY

a) If no delivery date is specified the Customer shall be bound to accept the Deliverables when it is ready for delivery by the Company.

b) Whilst the Company will use all reasonable endeavours to comply with a Customer’s request for delivery on specific dates and/or times, the Company shall in no circumstances be liable to the Customer for any loss or damage howsoever caused resulting from non- delivery or late delivery of the Originals, the Deliverables or either or any of them (including prebooked telecine arrangements or consequential loss). In no circumstances can time for delivery be made of the essence.

c) To the extent that the Company’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer or any of its agents, consultants or other suppliers (Excusing Cause), the Company shall not be in breach of this agreement nor liable for any losses incurred by the Customer as a result of its performance being prevented or delayed. Without prejudice to any other right or remedy it may have, the Company shall be allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause.

d) Delivery shall be made at the Company’s facility in Alexandra Park, London, N22. At the Customer’s request, expense and sole risk, the Company will arrange to deliver the Deliverables to an address specified by the Customer. It shall be the Customer’s sole obligation to insure the goods.

e) Acceptance of delivery by or on behalf of the Customer shall be conclusive that the Customer has examined the Deliverables and has found it to be in every way satisfactory to him and fit for any purpose for which he might require it unless it is returned to the Company within 14 days of despatch from the Company’s premises.

f) If any Deliverables is left at the Company’s premises for a period of over 8 weeks and is not collected or collection arranged, the Company reserve the right to charge storage or dispose of Deliverables with no liability on the Company, unless previous storage has been arranged with a member of the Company’s staff in writing.

g) Client Data: Customer films scans are kept on the Company’s IT system for 30 days after delivery of the digital assets to the client. Thereafter they are deleted. Upon special request the Company may keep client data for longer, but may charge a discretionary fee for rental of disc space on it servers – dependant on how long beyond the 30 days the Company is required to store the data. The Company is under no obligation to keep Customer data longer than the above 30 day period and accepts no responsibility for loss or corruption of Customer data within that 30 day period.

7. PAYMENT

a) The price payable for the Services, shall be as set out in the written order for the Services. The Company shall invoice for the Services in advance of carrying out the Services.  The Customer shall pay all such invoices within one day of the date of the invoice.  The Company shall not be required to start the Services or deliver the Deliverables to the Customer until payment has been made in full (in cleared funds) to a bank account nominated by the Company.

b) Where a credit account has been established and confirmed in writing by the Company, payment may be credited to such an account at the absolute discretion of the Company and payment shall be, in such cases, made within 30 days after date of invoice.

c) In the event of non or late payment, 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 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%.

d) The Company shall be entitled to suspend all or part of the Services until payment has been made in full under this or any other Contract between the Company and the Customer and/or to terminate this Contract if any payment whether under this or any other Contract between the Company and the Customer is overdue.

e) The Customer shall not be entitled to withhold or set off payment for any reason whatsoever.

8. WARRANTIES & INDEMNITIES

a) The Customer warrants to the Company that either:-

• The Customer is the owner of the copyright in Customer Materials and the Customer has not made any assignment nor granted any licence in respect of such copyright, or

• The owner of the copyright in the Customer Materials has given a licence to the Customer for the recording and/or reproduction of the Customer Materials by the Company. And in any either case the Customer shall indemnify and keep indemnified the Company against any expense claim or other damage or whatsoever nature arising from any breach of copyright or claim of whatsoever other nature in respect of the recording and/or reproduction of the subject of the order and/or the Customer Materials or, as a result, the provision of the Services.

• All conditions and warranties as to the condition quality description of fitness for any purpose whatsoever of the Deliverables are excluded and the Company will not be bound by or be liable for any representation of any kind made about the Deliverables unless such representation is made in writing and signed by a Director of the Company.

9. LIMITATION OF LIABILITY

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.3 Subject to clause 9.2, the Company’s total liability to the Customer for any given order shall not exceed the total amount paid to the Company in connection with that order.

9.4 Subject to clause 9.2, in no circumstances shall the Company be liable in respect of the following types of loss: 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.

9.5 The Company has given commitments as to compliance of the Services with relevant specifications in clause 3(a). 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.

9.6 Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.7 This clause 9 shall survive termination of the Contract.

10. TERMINATION

a) The Company shall be entitled to terminate any Contract with the Customer upon the happening of the following:-

• Failure by the Customer to pay any sum due to the Company on the due date

• Breach by the Customer of any other Condition of any Contract between the Company and the Customer.

• The Customer suffering any execution to be levied on his goods or being an individual entering into a composition or arrangement for the benefit of his creditors or having a receiving order in bankruptcy made against him or being a body corporate having a receiving order in bankruptcy made against him or being a body corporate having a receiver or receiver manager appointed or going into liquidation.

11. GENERAL

11.1 Force Majeure. The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 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.

11.10 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.

11.11Jurisdiction. 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.