James Compton Ltd
Sale of Goods: Terms & Conditions
Last Revised: 25/03/2016 - v1.1
Between us, James Compton Ltd, and you, the Customer.
I'll always do my best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. I’ve no desire to trick you into signing something that you might later regret. What I do want is what’s best for both parties, now and in the future.
So in short;
You the Customer, are hiring us, James Compton Ltd, located at 104 Aylesbeare, Essex, SS38AG, for our animation and motion graphic creation service, as outlined in our previous correspondence. Of course it’s a little more complicated, but we’ll get to that.
What do both parties agree to do?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give me everything I need to complete the project in the format I need it. You’ll review my work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: I have the experience and ability to do everything I’ve agreed with you and I’ll do it all in a professional and timely manner. I’ll endeavour to meet every deadline that’s set and on top of that I'll maintain the confidentiality of everything you give me.
Getting down to the nitty gritty
I'll create single frame designs based on any and all direction given to me to give you an idea of the look-and-feel of the final animation. If no direction is provided for me, I'll create many different look frames to help you decide what you're looking for.
You’ll have two or more weekly opportunities to review my work and provide feedback. If, at any stage, you’re not happy with the direction my work is taking, you’ll pay me in full for everything I’ve produced until that point and cancel this contract.
I'll start animating based on the direction we've discussed in correspondence. If no animation direction is given, I'll animate something that I feel is worthy of your brand. In either situation, I'll send you low resolution tests so you can see the direction the animation is heading.
Once again, You’ll have two or more weekly opportunities to review my work and provide feedback. If, at any stage, you’re not happy with the direction my work is taking, you’ll pay me in full for everything I’ve produced until that point and cancel the contract. We can then create a new project and contract with alternative guidance and animation.
Photographs and Artwork
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, I can suggest stock libraries.
Format and Frame Rate
In film, there are many different formats and frame rates. I'll need to know exactly which one you're in need of in order to give you the best final product for your situation.
Here are some examples:
SD Format: 720x480 4:3, 640x360 16:9.
HD Format: 1280x720 16:9, 1920x1080 16:9, 2K.
Frame Rates: 24 fps (film and web), 29.97 fps (broadcast).
We provide all finished video projects in 1080p high definition MP4 format (1080p 1920×1080px, 25.000 fps) if we do not hear any different
You will provide all media in the following formats using commonly accepted codecs compression:
- Video: MP4, Audio Video Interleave File (AVI), Apple Quicktime Movie (MOV), Windows Media Video File (WMV)
- Audio: Advanced Audio File (AAC), MP3 Audio (MP3), Wave Audio File (WAV), Windows Media Audio File (WMA)
- Images: JPEG image file (JPG), portable network graphic (PNG), Adobe Photoshop file (PSD), Encapsulated PostScript file (EPS), Adobe Illustrator file (AI)
- Font install files for a Mac machine.
- To send video/audio/images in alternative formats please contact us and we will try and accommodate your pecification.
Animation takes time to render. For render times, I'll be charging my set rate for the first two hours of render. After the 2 hours, it'll be 1/2 my rate extra per render hour. The reason for this is that my computer is tied up for renders and I can't work on anything else.
Changes and revisions
Changes and revisions are a common thing in this industry. I'm definitely ok with doing changes but I charge my full rate for any changes that need to be made.
Some jobs have changes and revisions already quoted for within their cost - please ask if you would like these included proior to startign work.
We assume a script will be provided by you, however we do work with a tallented team of scriptwriters - if you'd like a script created, we'll need to quote for this as a seperate cost. Each script will have two free rounded of revisions, after that, each round of revision will be billed at £100.
We assume a voiceover will be provided by you unless otherwise discussed, however we do normally ask. Where needed, a voiceover will be quoted, sourced and billed at a fixed cost, for a fixed voice duration. The voiceover will be of professional quality. The voiceover will be the exact text read from the copy of the script signed off by the client. Any changes to the script that results in either the entire or partial re-recording of the voiceover may incur an additional charge, up to the full cost of a new recording.
Royalty free music will be provided to conform with your brief and the video style. Music may initially be provided in a watermarked form. Once a client has signed off the video a final version will be provided with unwatermarked full quality music. The music may not be used for any purpose other than the video it is provided on. If music needs to be changed following sign off of the video an extra charge may apply.
I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them. However, these should be spotted by your-team before the final job goes live. If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them.
Then, when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that I create for this project. I’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
I’ll own the unique combination of these elements that constitutes a complete design and I’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
I love to show off my work and share what I’ve learned with other people, so I reserve the right, with your permission, to display and link to your project for building my portfolio.
All videos come with the following licence: Unlimited non-broadcast use, non- exclusive licence. This means that you can use the video as you like through any number of non- broadcast mediums and with an unlimited number of views. You own the video in it's entirety. The content within the video is non-exclusive meaning we may re-use elements, characters, props or animations in other videos without restriction. If you would like an unlimited use, exclusive licence, please contact us.
Broadcast refers to channels accessed via freeview, sky, cable etc.
We’re sure you understand how important it is as a small business that you pay the invoices that I send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
New Clients: 40% Start, 60% Completion.
Existing Clients: 100% on Completion – 30 Days (NET 30)
New Clients: 100% Upon Completion – 48 hours
Existing Clients: 100% Upon Completion – 30 Days (NET 30)
If the Buyer fails to make any payment as agreed in writing by the Seller and the Buyer, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
- cancel the order or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
- charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 20% per annum above the Bank of England’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
This condition applies if:
- the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
- the Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation;
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
- the Buyer ceases, or threatens to cease, to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.3 If the above sub-Clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
Law and Jurisdiction
These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
Limitation of Liability
- The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
- The Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
The dotted line
We include our terms & conditions within all of our correspondence, and ask you review the above before proceeded with any job. By starting a job with us, you are agreeing to the above.
Everyone should keep a copy for their records.
Last updated: 25/07/2016 - v1.1