WARPLINE LIMITED TERMS & CONDITIONS

LAST UPDATED - 28th February 2019

Warpline supplies a wide range of services including but not limited to, Video Production, Animation, Audio Production, Graphic Design, Digital Marketing, Social Media, Consultancy, Educational Courses, Events and Training. The below Terms and Conditions attain to all of the Services, but do where necessary describe terms specific to one or more Service.

1. INTERPRETATION

1.1. In these terms and conditions the following definitions apply:

“Warpline” means Warpline Limited or any of its subsidiaries or Partners providing Warpline related products and services.

“Partner” means an authorised partner of Warpline who provides solutions that include Warpline solutions, bound by a Partner agreement.

“Client” means the individual or company to whom the invoice is address

“Proposal” means the completed form signed by the Client. Warpline’s documentation refers to these as an Approach Document, and a Commitment Document.

“Service or Services” means the goods or services specified in the Proposal.

“Project” means a specific brief or Service, including but not limited to a one off project or monthly retained service.

“Software” means the software that is being used to provide the Service or being used by Warpline in some other capacity to deliver the work.

“Deliverable or Deliverables” means a set of goods of services that may be delivered at one time, for example, a video or piece of design

“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, Clients or prospective Clients (whether in writing, verbally or by any other means directly or indirectly) by that party, its representatives or advisers whether before, on or after the date of this Agreement.

2. THE PROJECT BRIEF

2.1 Warpline shall provide a Proposal to the Client for each Project, referred to by Warpline as an Approach Document.

2.2 The Client assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirement before agreeing to it in writing by signing it, Warpline describes this document as a Commitment Document.

2.3 The Client shall return the signed Proposal via email, Docusign, or any other software being used by Warpline.

2.4 By signing the Proposal and purchasing the Service, the Client acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.

3. PAYMENT TERMS & PRICING

3.1 Warpline will provide a clear outline of the costs associated with its services prior to any work being undertaken. The Purchase Price for services will be provided in writing within an Approach Document, and further followed by a Commitment Document which must be signed by both parties.

3.2 Warpline reserves the right to increase the price of any Services if the work exceeds or falls outside of the original brief, or if extra work is required to be carried out, for example an additional days filming for video related projects. This will be advised in writing by Warpline and must be confirmed by the Client in writing before any further work is carried out.

3.3 For project based work a deposit will be issued equal to 50% of the total cost of the project. This deposit must be paid in full within 7 days of the invoice and before any work will begin. Warpline reserves the right to hold all work until this has been paid. The remaining 50% of the total costs will be issued upon delivery of the final version. This second invoice must be paid within 14 days and before any Deliverables will be passed to the Client. Warpline may at its discretion grant different payment terms to the Client.

3.4 For retainer based services, Warpline will issue a initial invoice equal to the full monthly service fee previously set out and agreed to, to cover the first month of work and any account setup required. This invoice must be paid in full upon receipt of the invoice. Retainer based service work will always start on the 1st of the month. Warpline reserves the right to hold off starting any work before payment has been made. For subsequent months going forward a monthly Direct Debit will be set up using GoCardless.

3.5 The purchase price is exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Client shall pay the VAT to Warpline as if it were part of the purchase price.

3.6 Should a payment be late Warpline reserves the right to charge interest on such amounts, payable by the Client, from the due date to the actual date of payment. Such interest shall be charged at the statutory base rate of the Bank of England, and accrue on a daily basis and be compounded quarterly.

3.6.1 Should a payment be late by 30 days or more, Warpline may suspend the Service.

3.6.2 Should a payment be late by 60 days or more, Warpline may terminate the Service.

3.7 Warpline reserves the right to charge expenses when fulfilling the work. Any expenses incurred by Warpline during delivery of the Service will be charged back to the client. Where possible these expenses will be outlined at the beginning of the Project. If that is not possible, Warpline will keep the Client informed of any possible expenses that will be incurred before going ahead with any task that may incur them. Any mileage will be charged at a rate of £0.45p per mile. No expenses will be charged unless without the Client’s express written consent. Any outstanding expenses due at the end of the Project will either be included in the final invoice for the Project, or invoiced separately at Warpline’s discretion.

4. CANCELLATION

4.1 For project based Services, the Client may cancel at any time, however Warpline reserves the right to charge for all work completed thus far. The Client agrees to pay any fees owing in full within 14 days. The Client must provide in writing it’s intent to cancel the Services.

4.2 If a Project is postponed for any period longer than 2 weeks, Warpline will assume it has been cancelled and will invoice for any work that has been undertaken. The Client agrees to pay for any work initially undertaken.

4.3 For monthly retained Services, the Client may cancel at any time by simply providing 30 days written notice. The Client agrees to pay any fees owing or due up until the cancellation date 30 days after receipt of written notice.

5. COPYRIGHT, OWNERSHIP & INTELLECTUAL PROPERTY

5.1 In alignment with UK law, the first legal owner of all copyright materials is the person or organisation that created the work, and not the commissioner or client, unless otherwise agreed in writing. For work commissioned to Warpline, Warpline assigns joint copyright/ownership in full perpetuity usage license to all materials for all platforms and territories.

5.2 Only once full payment has been made and the deliverables have been completed and signed off by the Client, the ownership of the rights to the deliverables created will be assigned to the Client.

5.3 Third party materials including but not limited to photographic imagery, video footage and music, used in the deliverables may be subject to usage liabilities such as royalties and license fees. Warpline shall procure the license as necessary for the use of third party materials for use within the scope of the Project. The Client should obtain written consent from Warpline for use of any part of the Deliverables outside of the scope of the Proposal.

5.4 Warpline reserves the right to watermark all of any video, animation, audio or graphic design work produced as part of the Project, until all invoices have been paid in full. At which point the clean version of the work will be released to the client.

5.5 Unless otherwise stated in the Proposal, Warpline reserves the continuing right to use any materials it produces for the promotion of its own brands and services. When producing work of a sensitive or competitive nature, for example internal training materials, Warpline will respect the privacy of such information and refrain from sharing such materials online, but reserves the right to show these materials when appropriate in private meetings.

5.6 For Projects or Services that feature video production, animation, audio production, photography or graphic design, the Client may request copies at any time of any or all materials held by Warpline, including but not limited to imagery, video clips or sound recordings, that are associated with the Project. Third party materials will only be provided if the license secured by Warpline will allow it. No charge will be incurred for such a request, however Warpline may at its discretion ask for a suitable delivery method such as an external hard drive to provide the materials, and may request the Client to cover the cost of postage and shipping.

5.7 Electronic project files (for video editing, animation, audio editing or graphic design) remain the property of Warpline and will not be transferred alongside any materials. Copies will be given to the Client at the discretion of Warpline.

5.8 Warpline will securely archive all data and materials associated with the Project for a period of 2 years. After such period Warpline may at its discretion choose to delete all data and materials, at which point Warpline will notify the Client and await instruction to pass any data or materials over to them. If no communication is received within 30 days, Warpline may at its discretion continue to delete all of the data and materials if it chooses.

6. LIABILITY

6.1 The following provisions set out the entire financial liability of Warpline (including any liability for the acts or omissions of its employees, agents, partners or subcontractors) to the Client in respect of:

6.1.1 any breach of this Agreement; and

6.1.2 any representation, statement or tortious act or omission including negligence arising under of in connection with this Agreement.

6.2 Warpline shall not be liable to the client for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses). Warpline shall not be liable for or guarantee any results, positive or negative, associated with its marketing or social media Services.

6.3 The Client assumes all risks as to the suitability, quality and performance of the Service.

Warpline shall not be liable for any loss, damage or delay which arises as a result of the termination of the Agreement, or for the compliance with relevant statutory or regulatory requirements.

6.4 Warpline’s total liability in agreement, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to, and in no event shall exceed, the amount originally paid to Warpline for the Service.

6.5 It is the responsibility of the Client to ensure that the deliverables comply with all laws, regulations and codes in all countries where the Deliverables are used. The Client agrees to indemnify Warpline against any costs arising from the use or misuse of the Deliverables.

6.6 No verbal or written information or advice given by Warpline or its Partners or employees shall in any way extend, modify or add to these conditions.

7. CONFIDENTIALITY

7.1 During the period of this Agreement and for a period of 3 years after both parties undertake:

7.1.1 to keep the Confidential Information confidential;

7.1.2 not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and

7.1.3 not to use the Confidential Information so as to procure any commercial advantage over the other party.

7.2 The obligations contained in clause 9.1 above shall not apply to any Confidential Information which:

7.2.1 is already in the possession of the disclosing party other than as a result of a breach of this Agreement;

7.2.2 is at the date of this Agreement or at any time after the data of this Agreement comes into the public domain other than through breach of this Agreement; or

7.2.3 is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.

7.3 Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and subcontractors.

7.4 The Client agrees that the ideas, materials and other documents and data relating to the Service are confidential and all proprietary rights belong to Warpline and shall not be used or disclosed except as permitted by this Agreement.

7.5 This clause 10 shall survive the termination of this Agreement for whatever reason.

8. FORCE MAJEURE

Warpline shall be under no liability if unable to carry out an provision of the agreement for any reason beyond its control, including but not limited to: Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers, or owing to any inability to procure materials required for the delivery of the agreement. During such a contingency the client may, but written notice to Warpline, elect to terminate the agreement and pay for the work done and materials used.

9. LAW

This agreement shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.

10. CHANGES TO TERMS & CONDITIONS

10.1 Warpline reserves the right to change these Terms and Conditions at any time. This is the most recent version of our Terms & Conditions.

10.2 When changes are made to the Terms and Conditions Warpline will notify the Client by email. A notice shall also be placed in any email newsletters. The Client shall be deemed to have accepted such changes if they have not notified any objections to such changes with one calendar month of the notice.

10.3 The most current version of the Terms and Conditions shall supersede all previous versions.

11. ENTIRE AGREEMENT

11.1 This Agreement and the documents referred to in it, constitute the entire agreement and understand of the parties and shall supersede any previous agreement between the parties related to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties.

11.2 Should you have any questions concerning these Terms and Conditions, please contact Warpline before submitting a signed agreement to any Proposal.