One Menagerie shall perform the Services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of Brand, Digital and Marketing Services. One Menagerie may appoint sub-contractors to perform any of the Services under these terms at its own costs. One Menagerie acknowledges that such sub-contracting shall not release One Menagerie from any of its contractual obligations under these Terms. One Menagerie shall remain fully responsible for the performance of such Services and the Directors of One Menagerie are specifically tasked with project delivery and liaison.

The Client will provide One Menagerie with reasonable information, assistance and materials and / or Contents (specifically for websites) to One Menagerie so as to facilitate the proper and timely performance of the Services. The Client warrants that to the best of its knowledge and belief, all information provided by it to One Menagerie is accurate and that the Client is entitled to provide such information, and any photography, artwork, literature or other materials provided by or on behalf of the Client for use by One Menagerie without recourse to any Third Party. The Client will provide all written terms and conditions for the website, including GDPR, and ensure the website meets the company’s obligations. Where the Project is delayed for a period of six months or more then the Client will be liable to pay One Menagerie a Delay Payment.

All fees are exclusive of VAT. In addition to the Fees and provided always that the Client has given his prior Written Approval before each of these Disbursements and Expenses were incurred, One Menagerie shall charge the Client for: Disbursements: Fees payable to third parties for the delivery and provision of equipment, licenses, material, services, necessary for One Menagerie to comply with these Terms. Expenses: Other expenses including couriers, subscriptions, travel, accommodation and subsistence.

All invoices rendered by One Menagerie shall be due and payable within 30 days of the invoice date. Unless otherwise provided, all sums referred to shall be payable in full without deduction, withholding or set-off. Subject to the Client’s prior Written Approval to such cost commitment or payment, if One Menagerie is required to make a cost commitment or payment in excess of £1,000 in order to complete an agreed Service, the Client shall be required to provide One Menagerie with sufficient funds prior to the payment or commitment being made, upon delivery of a payment request. The Client shall be liable to pay interest on any overdue amount at an annual rate of 2% above the prevailing base rate of Nat West Bank plc, which interest shall accrue on a daily basis from the date payment becomes due until the date that One Menagerie has received payment of the overdue amount together with all accrued interest.

The Client’s Written Approval is required to approve One Menagerie’s work and/or expenditure. One Menagerie shall not be responsible for any delay in the performance of the Services resulting from the unavailability of the Client to provide Written Approval. Costs arising directly from the amendment or halting of any plans or the cancellation of any schedules or work in progress, will be met by the Client. One Menagerie will advise the Client of the type of cost which may arise in the event of such an action and provide estimates of possible amounts at such point as it is possible to quantify the same. The Client shall keep One Menagerie fully indemnified against any costs, claims, proceedings or demands arising out of or in connection with any press releases, publications or other material prepared for the Client by One Menagerie and approved by the Client prior to publication or transmission. The Client shall be granted access to any websites or microsites created by One Menagerie, for a period of 7-days immediately following the completion of Services. Acceptance of any website or microsite will be deemed to have occurred on the earlier of either: the Client “going live” with the site; or the expiry of a 7-day period.

One Menagerie warrants that any website or microsite will perform substantially in accordance with the Site Specification for a period of three months from Acceptance. If the Website does not so perform, the Consultant shall, for no additional charge, carry out any work necessary in order to ensure that the Website substantially complies with the scope of work. The warranty shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any actions of the Client or any Third-Party Products.

Work carried out as part of the Services shall not be used by the Client for any purpose other than that for which it was commissioned. Draft or incomplete work shall not be used or published as finished work without One Menagerie’s prior Written Approval.

Where a written request for a Change is received from one party, the receiving party shall have seven days to agree to the scope and cost of the change. Agreement on behalf of the Client must be received in writing from the Authorised Representative. In the event that no agreement can be reached within seven days, the terms will continue without the change. For a period of 18-months from the date of an Agreement, no modifications or alterations to any work created for the Client may be made without One Menagerie’s prior written consent, not to be withheld unreasonably. Any agreed modifications or alterations shall only be carried out by One Menagerie or under its supervision and shall be paid for at a rate agreed between the parties in writing in advance. Reprints obtained by the Client shall not differ in any way from the originals supplied without One Menagerie’s prior written consent.

(i) The entire copyright and all similar rights throughout the world in all the Material and ownership of all physical materials created by or for One Menagerie shall vest in and be retained by the One Menagerie at all times. (ii) The Client is responsible for informing the Advertiser of the extent and limitations of all Usage Licences. (iii) Upon payment in full of both the Fee and expenses for an Assignment One Menagerie grants to the Client the right to use the Licensed Images on the express terms of the Usage Licence. No use may be made before payment in full without One Menagerie’s express agreement in writing. (iv) Provided that the Client has paid in full all invoices relating to the Assignment the period of use specified in the Usage Licence commences from the date of first use or 6 months after the commissioned date, whichever is sooner (unless otherwise agreed in writing). (v) Usage of the commissioned work is limited to use of such work as provided by One Menagerie and the Client shall not manipulate any commissioned materials or make use of only part of any material without the prior written permission of One Menagerie. (vi) The Client may only sub-license the right to use the Licensed Materials to the disclosed Advertiser as agreed and strictly on the terms of the Usage Licence. (vii) Neither the Client nor the Advertiser may use the commissioned work in relation to any additional products or services not specified in the Usage Licence. (viii) Any licence to use the commissioned work shall automatically be revoked if payment in full of both the Fee and expenses for an Assignment is not received by the due date specified in the relevant invoices or if the Client or Advertiser becomes insolvent or is put into receivership or is subject to any of the matters set out in these Terms and Conditions. (ix) All RAW files will be retained by One Menageriea nd will not be released to The Client without prior agreement.

(i) The Fee is based on the Usage Licence as specified in the Estimate. Any additional or extended use (including for the avoidance of doubt the use of individual still frames from licensed moving image footage) will attract an additional fee which must be agreed by One Menagerie in advance. (ii) Any estimates of additional or extended usage licence feesprovided to the Client are valid for a period of three months from the date of the estimate only (unless otherwise notified in writing). (iii) The Client acknowledges that such estimates do not include provision for any third-party rights which are the responsibility of the Client pursuant to these Terms and Conditions. (iv) The Client shall procure that the Advertiser requests any necessary extended or additional usage licence(s). (v) Any extended or additional use made without permission shall attract an additional fee.

(i) All Usage Licences granted by One Menagerie to the Client shall be exclusive to the Advertiser and the Client unless otherwise agreed in writing. (ii) Subject to clause 11.4, One Menagerie undertakes not until 2 years after the shoot or the expiry of the Usage Licence(s) (whichever is later) to grant any other licence in respect of the Material to any Third Party. (iii) After expiry of the exclusivity period One Menagerie shall make such use of the Material including the Licensed Images as he/she sees fit. (iv) Nothing in this clause 11 shall prevent One Menagerie at any time from using the Material, whether commercial, test or speculative (images shot for presentation/pitch/ awards), in any form and in any manner worldwide for the purpose of promoting his/her services, provided that in the case of unpublished Material, One Menagerie shall first obtain the Client’s consent, such consent not to be unreasonably withheld. One Menagerie reserves the right to use the Material for this purpose whether or not in the context of the Advertiser’s advertisement or other material in which the Material is incorporated, including without limitation the Advertiser’s branding.

(i) Engagements of third-party suppliers, including models, are subject to such terms and conditions as those parties may require which shall be made available by One Menagerie on request. (ii) Estimated model fees cover modelling time only and the Clients hall be responsible for clearing model usage unless otherwise stated on the Estimate. (iii) Items created specifically for the shoot shall remain the property of their creator unless agreed otherwise. (iv) One Menagerie shall not be responsible for obtaining any clearances in respect of third-party copyright works, trademarks, designs or other intellectual property used in relation to the Assignment or any Usage Licence orextension thereof unless expressly agreed in writing prior to the shoot.

In respect of all editorial uses and otherwise as additionally stated in the Estimate the Client shall procure that One Menagerie’s name (and the videographer, photographer or artist name) is printed on, or in reasonable proximity, to all published reproductions of the Licensed Images.

The parties acknowledge a duty not to disclose during or after the Term, without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client. The parties also acknowledge that the terms and conditions include (without limitation) those relating to One Menagerie’s remuneration are confidential information and cannot be disclosed without prior written approval of the other party.

If there is an error in One Menagerie Materials or the Third Party Materials as published, or publication is delayed or does not occur as planned, One Menagerie will not be liable unless this is caused by its default or neglect. One Menagerie shall not be liable for: (i) any loss or damage suffered by the Client arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond One Menagerie’s reasonable control; or (ii) any delay in or omission of publication or transmission or for any error in any press or other publication unless such delay, omission or error is due to its own default or neglect; One Menagerie shall not be liable for any loss of actual or anticipated income or profits, loss of contracts or forany special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known; these terms states the full extent of t h ep a r t i e s ’ obligations and liabilities in respect of the Materials and the performance of the Services. The Client shall indemnify and keep indemnified One Menagerie from and against any and all proceedings, claims, damages, losses, costs, expenses (including legal costs and expenses) and liabilities which One Menagerie may incur or sustain as a direct or indirect result of or in connection with any information, representation, or material supplied or prepared by the Client.

If a confirmed shoot/ project is cancelled or postponed for reasons outside the control of One Menagerie (including unsuitable weather / light), One Menagerie reserves the right to charge a cancellation fee at the following rates together with all incurred expenses: On Shoot Duration of two days or less: (i) cancellation on less than 3 Working Days notice - 100% of Fee + all expenses; or (ii) on 3 to 6 Working Days notice - 75% of Fee + all expenses; or (iii) on more than 6 Working Days notice - 50% of Fee + all expenses. On Shoot Duration in excess of 2 days and on notice equivalent to: (iv) the Shoot Duration or less -100% of Fee + all expenses; or(v) more than the Shoot Duration but not more than twice the Shoot Duration - 75% of Fee + all expenses; or (vi) more than twice the Shoot Duration - 25% of Fee + all expenses.

Terms shall commence on the Commencement Date and shall terminate automatically upon: Acceptance of the Project and payment of all outstanding sums, or the first anniversary of the Commencement Date. If payment is not made by the Client to One Menagerie in accordance with the terms and the Client shall not have remedied the breach within 14 days of written notice to do so, One Menagerie shall have the right to terminate services immediately by service of notice in writing. Either party may terminate services forthwith upon written notice to the other in the event of: any material breach of these Terms by the other party, which breach is not remedied (if capable of remedy) within 30 days after the service of a written notice specifying the nature of the breach and the steps required for its remedy; the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt; or ceases or threatens to cease to carry on business.

Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (herein after, an ‘Event of Force Majeure’) provided the same arises without the fault or negligence of such party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

During the Term and for six months after termination of work, the Client shall not solicit or entice (either directly or indirectly) or attempt to solicit or entice (or authorise the taking of such action by any other person) any person, company or organization, which, prior to the date of a service Agreement has itself not been party to an agreement with the Client to provide a service or supply goods to the Client that has been retained as a sub-contractor or other provider of services to One Menagerie for the purpose of One Menagerie’s compliance with these terms to provide services directly to the Client of the same or similar nature.

In performing its obligations under these terms, each party shall comply with the requirements of all legislation in force from time to time including, without limitation, the Data Protection Act 1998.SURVIVAL: The following Clauses shall survive the end of the Term and completion of services: Copyright and other Intellectual Property Rights; Confidential Information; Liability; Future use of Supplier; Compliance; General.

If any terms and conditions are found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the terms and shall in no way affect the legality, validity or enforceability of the remaining terms. Any valid alteration to or variation of these terms must be in writing and signed on behalf of each of the parties by a duly authorised officer. Neither party shall assign or transfer, these terms or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed. These terms shall be governed by and construed in accordance with the law of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with these terms or the legal relationships established by an Agreement.

Terms: the schedules thereto and all the terms and provisions set out herein. Authorised Representative: The person authorised to provide Written Approval. Services: The tasks and functions to be provided pursuant to these terms. A service is one such task and function. Brand and Marketing Services: The nature of the business conducted by One Menagerie Limited. Change: An alteration to or replacement of a service. Contents: Any text, photography, video and all other graphics which the Client requires to be incorporated into the website to be designed and created by One Menagerie Limited. Delay Payment: The payment the client will be liable for where a project is delayed for a period in excess of six months as a direct result of the client’s breach of the terms and is a sum equal to 20% of the Outstanding Fees. Event of Force Majeure: Any circumstance or event beyond the reasonable control of the parties. Fees: The charges to be made by One Menagerie for the provision of the services. Going Live: Making the website accessible to internet users on the world wide web. Materials: Items produced as a result of the provision of the services by One Menagerie. Outstanding Fees: All fees payable in accordance with the scope of work less the Deposit. Project: The specific group of connected services as agreed to be provided and grouped together under a project Term: The period of time the project has been scheduled to run for. Third Party Materials: Items produced by a party other than One Menagerieor the client to enable the projects to be completed. Third Party Products: Computer hardware and software not provided by One Menagerie Limited. Websites: A website designed and built by One Menagerie Limited pursuant to the scope of work. Written Approval: The meaning applied to this work. Work: means information, data, contributing concepts, sketches, drawings, notes, images, animation, documents, reports and other items, whether in print, film, interactive or other format(s), procured by, used by, arising from or created, produced or developed by One Menagerie and/or its contractors during the process of performing the Services for the Client.