1. Interpretation
1.1 Definitions:
Client: the party named as the client in the Confirmation Letter or Email.
Client Materials: any materials provided by the Client which Redolution shall use in carrying out any Works.
Confirmation Letter: the letter or email titled “Redolution Contract Confirmation Letter” setting out the details of the Client, the Works and the Fees.
Contract: the contract between the Client and Redolution for the supply of the Works and/or Deliverables in accordance with these Standard Terms and the Confirmation Letter.
Deliverable: any deliverable specified in the Confirmation Letter which Redolution agree to provide as part of the Works.
Fees: the charges payable by the Client for the supply of the Works by Redolution, as set out in the Confirmation Letter.
Redolution: Redolution Limited (‘the Company’) was incorporated in England under registration number 07088511;.
Standard Terms: these terms and conditions set out in clause 1 to clause 10 (inclusive).
Works: the works, including the provision of any Deliverable, to be provided by Redolution pursuant to this Contract, as set out in the Confirmation Letter.
Works Start Date: the day on which Redolution is to start provision of the Works, as set out in the Confirmation Letter.
2. Commencement and term
The Contract shall begin on the earlier of the Works Start Date and the date the Works commence. The Contract shall continue, unless terminated earlier in accordance with its terms, until the Works are concluded, or the Contract is terminated in accordance with clause 8.
3. Supply of works
3.1 Redolution shall supply the Works to the Client in accordance with the Contract.
3.2 In supplying the Works, Redolution shall:
(a) perform the Works with reasonable care and skill;
(b) use reasonable endeavours to perform the Works in accordance with the description set out in Confirmation Letter;
(c) obtain any releases required for the use of any Deliverables; and
(d) comply with all applicable laws, statutes, regulations from time to time in force for the provision of the Works,
provided that; (i) Redolution shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement, and (ii) Redolution is not responsible for confirming the Clients legal and regulatory obligations, and (iii) Redolution shall not be responsible for the Clients compliance with its legal or regulatory obligations save for the provision of the Works.
3.3 The Parties acknowledge and agree that where the Works involve elements of filming or other services which are subject to disruption by weather, illness or other unplanned events Redolution shall take reasonable steps to mitigate such risks and shall where reasonable to do so agree mitigation measures with the Client. In the event that the costs of the Works are increased by the need to reschedule or cancel any element of the Works the Client shall either pay the additional costs of the rescheduling or the costs of the cancelled element of the Works in full or up to the amount specified in the Confirmation Letter as the contingency amount. The Parties shall specify details of any contingency and requirements to mitigate potential disruption in the Confirmation Letter.
4. Client’s obligations
4.1 The Client shall:
(a) co-operate with Redolution in all matters relating to the Works;
(b) provide such access that Redolution requires to calls or any premises to carry out the Works;
(c) meet the Client Obligations specified in the Confirmation Letter;
(d) provide, for Redolution, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by Redolution; and
(e) provide, in a timely manner, such information as Redolution may reasonably require, and ensure that it is accurate in all material respects;
(f) be responsible for checking the accuracy of all information, text, names, website url, contact numbers and other information contained in finished outputs;
(g) ensure that it has the appropriate rights for any materials it requires to be incorporated into the Works and shall not require Redolution to incorporate any materials in the Works for which Redolution reasonably considers the required rights are not in place. For the avoidance of doubt where Redolution recommends any materials it shall confirm the details of any required licenses.
4.2 If Redolution’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees (including non-payment of an invoice or failure under clause 4.1), Redolution shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Fees which it may reasonably expect to have received despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Redolution sustains or incurs that arise directly or indirectly from such prevention or delay.
4.3 The Client undertakes to advise the end user that they will not have any rights to the Deliverables under Clause 5 of this Agreement. Redolution will retain all rights to the Deliverables and the Client will undertake to;
(a) Renegotiate the agreement to include a New Airtime Plan and Licencing Agreement if their agreement comes to an end; or
(b) Refer the end user to Redolution to renegotiate the Terms of Use for the Deliverables and/or Works if there are any disputes with the end user.
5. Intellectual property
5.1 Redolution and its licensors shall retain ownership of all its intellectual property rights that it holds prior to and generates during the period of this agreement, including those contained in any Deliverable.
5.2 Redolution shall licence the Client to use any Deliverable provided as part of the Works for the purposes specified in the Confirmation Letter and/or its internal requirements and/or to provide to any regulator or similar body for the purposes of demonstrating the results of the Works only. Intellectual property in any Deliverable shall only transfer to the Client if specified in the Confirmation Letter, on such terms as may be specified and subject to any licence or release from a third party that may be required. Where any intellectual property is transferred it shall not include any intellectual property which was not developed as part of the Works which shall be licenced as may be required in accordance with clause 5.1.
5.3 The Clients licences Redolution to use any Client Materials provided as required for the provision of the Works and/or to the requirements of any regulator or similar body for the purpose of demonstrating its entitlement to use the same.
5.4 Each party shall indemnify and keep indemnified and hold harmless the other against any loss or damage, costs, expenses, damages and losses (limited to any direct losses, but including interest, penalties and reasonably incurred legal costs and all other reasonably incurred professional costs and expenses) suffered or incurred by the indemnified party in connection with any claim by a third party claim for the actual or alleged infringement of a third party’s intellectual property rights arising in connection with the Deliverables (where the indemnity is from Redolution) and the Client Materials (where the indemnity is from the Client), excluding any claim caused by an action of the indeminified party, such indemnity to be capped at a maximum amount of £100,000 in aggregate for any and all claims.
5.5 Except as specifically provided in this agreement, the enforcement and protection of a party’s intellectual property rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party.
5.6 Redolution retain the intellectual property rights in the Deliverables unless otherwise set out in the Confirmation Letter or in a written notification signed by the Directors of Redolution. For the avoidance of doubt Redolution’s retained ownership includes (without limitation) all rights to royalty payments which may arise as a result of the broadcast of a Deliverable or a part thereof.
6. Fees and payment
6.1 In consideration for the provision of the Works, the Client shall pay Redolution the Fees in accordance with this clause 6.
6.2 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to Redolution at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.3 Unless otherwise stated in the Confirmation Letter, Redolution shall submit an invoice for 50% of the Fees (plus VAT if applicable) prior to the commencement of the Works. The provision of the Works shall not start until this invoice is paid.
6.4 Redolution shall submit further invoices for Works as the Works are provided or as specified in the Confirmation Letter.
6.5 The Client shall pay each invoice due and submitted to it by Redolution, within 30 days of its date, by BACS transfer to a bank account nominated in writing by Redolution.
6.6 If the Client fails to make any payment due to Redolution under this Contract by the due date for payment, then, without limiting Redolution’s remedies under clause 8:
(a) the Client shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
(b) Redolution may suspend all Works until payment has been made in full.
6.7 All amounts due under this agreement shall be paid by the Client to Redolution in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.8 No intellectual property shall be licenced by Redolution or transferred by them unless and until all Fees are paid in full.
6.9 If the Client fails to advise the end user of the provision in Clause 4.3, the Client will be subject to all costs incurred if there is any usage by the end user which falls outside of any agreement.
6.10 Redolution may revise the Fees once in any 12 month period by providing 3 months notice. No change to the Fees shall be made during the first 12 months of the Contract. Unless the Client terminates the Contract the revised Fees shall apply from the end of the 3 month notice period.
7. Limitation of liability
7.1 Nothing in this Contract shall limit or exclude the Redolution’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(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) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, Redolution shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) fines or penalties;
(h) and
(i) any indirect or consequential loss.
7.3 Subject to clause 7.1, Redolution’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to 50% of the Fees paid by the Client under this Contract.
8. Termination
8.1 Without affecting any other right or remedy available to it, either party to this Contract may terminate it with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) 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;
(c) 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
(d) 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 this Contract has been placed in jeopardy.
8.2 Without affecting any other right or remedy available to it, Redolution may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 days after being notified to make such payment.
8.3 On termination of this Contract for whatever reason:
(a) the Client shall immediately pay to Redolution all of Redolution’s outstanding unpaid invoices and interest and, in respect of Works supplied but for which no invoice has been submitted, Redolution may submit an invoice, which shall be payable immediately on receipt;
(b) termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination; and
(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9. General
9.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings.
(a) The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without Redolution’s prior written consent.
(b) Redolution may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
9.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during this Contract, and for a period of five years after termination of this 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 9.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) 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 this 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 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
9.4 Entire agreement.
(a) This 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.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
9.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of this 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 shall not affect the validity and enforceability of the rest of this Contract.
9.8 Data Protection
Both parties shall comply at all times with the Data Protection Legislation and shall perform its obligations under the Contract in such a way as to comply with the obligations under the Data Protection Legislation.
9.9 Notices.
(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.8(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.10 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.
9.11 Bribery. The parties shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
9.12 Governing law. This 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.
9.13 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 this Contract or its subject matter or formation.
10. Non-Solicitation
10.1 Neither party shall, for a period of 12 months from the date of this Agreement, (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party, any employee of that other party who is employed or engaged in any services under this Contract.
10.2 This provision shall not apply in respect of any applications to a publicly available job application, other than applicants from who are in a management role where it shall continue to apply.
