James Compton Ltd
Sale of Services: Terms & Conditions
On-site & Off-site Freelance Day-rate
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.
I'm more than happy to follow your complete guidance and normal agency process - I list the below for the occasions that there is no guidance given and no formal procedure or guidance given.
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
Design & Animation
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 design and start animating based on the direction you've given me, If no animation direction is given, I'll animate something that I feel is worthy of the brand. In either situation, I'll send/show you low resolution tests so you can see the direction the animation is heading. If, at any stage, you’re not happy with the direction my work is taking, then please let me know so we can amend the work within the booked period.
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).
I'll provide all finished video projects in 1080p high definition MP4 format (1080p 1920×1080px, 25.000 fps) if we do not hear any different
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.
IP rights are transfered upon full payment only.
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.
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.
Cancellation of Freelance
In the event that you no longer require my services or want to cancel my booked freelance period, then the below fee's may be payable. The below refers to the amount of calendar days notice given prior to the commencement date of the booked freelance.
1-7 Days Notice: 75%
8-14 Days Notice: 50%
15-21 Days Notice: 25%
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