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      LIQUONA LTD (referred to as ‘LIQUONA’)

      Terms and Conditions

      For Clients…

      1. In these terms and conditions: ‘Brief’ means the final agreed document setting out the Client’s requirements and instructions which forms part of these terms; ‘Client’ means the entity/individual detailed on the Brief; ‘Contributors’ means talent, actors or other individuals featured in the Deliverables; ‘Deliverables’ means the final Video and any other works agreed in the Brief; ‘Fee’ means the Total Cost plus VAT set out in the Budget section of the Brief; ‘Materials’ means any logos, artwork, images, video clips, music, text; ‘Purpose’ means the purpose set out in the Brief; ‘Services’ means those services listed in the Brief or agreed by the parties from time to time including but not limited to filming, production, animation, editing and providing the Client with the agreed Deliverables within the agreed time frame; ‘Shoot Period’ means the period of time in which the shooting of the video has been agreed to take place.
      2. In consideration of payment to LIQUONA of the Fee, the Client hereby engages LIQUONA to perform the Services and produce the Deliverables and LIQUONA hereby accepts such appointment, subject to and in accordance with the provisions of this Agreement and the Brief.
      3. The Client agrees that it shall (a) only use the Deliverables for the Purpose unless otherwise agreed in writing (b) for Materials supplied to LIQUONA, obtain the rights to use them in the Deliverables (c) for any Contributors that the Client provides, obtain any necessary consents to feature them in the Deliverables, which may feature in LIQUONA’s own publicity materials (d) notify LIQUONA 6 weeks prior to the start of the Shoot Period if any LIQUONA staff are required to obtain DBS checks and pay for any administration fees (e) provide instructions and approve Videos and other Deliverables promptly on request.
      4. The Client agrees to pay LIQUONA the Fee in the amounts and at the stages set out in the Brief including any overtime fees (where this relates to a Shoot Period) and any increase in Fees as set out in clause 5 below plus expenses. The Client shall pay invoices within 30 days of the invoice due date and if payment is not received by this date, LIQUONA reserves its right to (a) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998; (b) charge any fees in recovering payment; and (c) stop or postpone delivery or performance under this Contract (and LIQUONA will not be liable for any loss the Client may suffer as a result of this clause) until receipt of any outstanding sums in cleared funds. The Fee and any breakdowns is exclusive of VAT which is payable in addition. Payment of the Fee shall be made without any deduction or set off. Until payment of the Fee, LIQUONA shall have a general lien or right of retention on all work in progress and on the Deliverables or any part in its possession.
      5. The final Brief must be confirmed with LIQUONA in writing before commencement of work and subject only to one set of minor alterations thereafter. The Client warrants that the Brief is accurate. In the event that the Client (i) alters the Brief, (ii) delays or fails in providing LIQUONA with Materials, information, instructions, approvals or authorisations, (ii) supplies faulty or incorrect/inaccurate Materials to LIQUONA, or (iii) in the event that any other circumstance beyond LIQUONA’ control occurs, the Client may be required to pay extra fees or expenses to LIQUONA, LIQUONA may have to re-quote for any remaining work against its latest pricing and LIQUONA shall not be liable for delays in completion of the Project caused as a result of the events described above. Any alterations to the Brief can only be made subject to written agreement and additional fees and expenses may apply.
      6. Any project that undergoes a period of inactivity for more than 3 months will be archived and LIQUONA will issue an invoice for all costs/expenses incurred to that point. If and when the project is reactivated LIQUONA will re-quote for any remaining works. Archived projects will incur a monthly standing fee of 2% of the value of the work outstanding.
      7. The Client shall notify LIQUONA in writing no less than 3 working days from the start of a Shoot Period if it needs to cancel or postpone all or any part of a Shoot Period and shall otherwise pay (a) 50% of the Production Cost (as detailed in the Brief) if less than 3 working days notice is given; or (b) 100% of the Production Cost if less than 1 working days notice is given.
      8. All reasonable expenses incurred by LIQUONA in providing the Services shall be paid by the Client at cost in addition to the Fee. Where expenses are likely to total more than £500, LIQUONA reserves the right to require the Client to pay the full amount of the expected expense in advance. Where extra expenses are incurred, either as a result of alterations to the Brief or otherwise at the Client’s request, the Client shall pay such expenses. LIQUONA shall book its own economy flights and overnight accommodation, Liquona will add a 20% processing fee to the booking cost, unless agreed otherwise. If the Client books these on behalf of LIQUONA, the Client shall show options to LIQUONA for approval prior to booking.
      9. LIQUONA assumes that the Client key contact has authorisation to approve relevant charges or changes and if this is not the case the Client shall be liable.
      10. All videos produced by LIQUONA will have a discreet production credit at the end of the video.
      11. LIQUONA reserves the right to refuse to use, publish or broadcast any Material it considers obscene, morally unsuitable, breaching copyrights, libellous, defamatory or illegal. The Client shall be notified if such Material is identified and requested to amend such Material.
      12. Subject to payment by the Client of the Fee, and subject to clauses 13 to 17 below, LIQUONA hereby assigns to the Client the intellectual property rights in the Deliverables to the extent required to enable the Client to use the Deliverables for the Purpose.
      13. All project files and design concepts such as logos, themes, plans, models, copyright in any music, stock photos, stock images, stock clips, code,  and any of the above or any Materials submitted to the Client in a proposal shall remain vested in LIQUONA except that any intellectual property rights in such work shall be licensed to the Client free of charge on an non-exclusive basis to the extent required to enable the Client to use the Deliverables for the Purpose.
      14. The Client shall not edit, copy, alter, add to, take from, adapt or translate any or all of the Deliverables after delivery. Exceptions include: i. by agreement with LIQUONA, ii. If the Deliverables are specifically commissioned as localisation files on the statement of works, iii. to change the opening and closing slides, iv. the addition of faithful translation subtitles.
      15. The Client acknowledges that music licenses, stock imagery and actor rights are owned by third parties and the Client is granted a right to use such works or actors for the Purpose only.
      16. The Client grants LIQUONA a licence to use any intellectual property rights in any Materials or other work delivered by the Client to LIQUONA to the extent required to provide the Services and the Client warrants that it has permission to use the Materials in the Deliverables and that no such use shall infringe the rights of any third party.
      17. LIQUONA reserves the right to use any Deliverables, footage or behind the scenes photos for LIQUONA’S own promotional materials. A client may request in writing, and before signing the SOW, any limitations for online use of the afore mentioned by LIQUONA that might identify the client’s brand or the client’s IP and this request will be fairly considered until an agreement is reached.
      18. The Client gives permission for its logo to be placed on the LIQUONA website solely to be identified as a client of LIQUONA.
      19. LIQUONA shall not be liable for: (a) any loss of profit or any indirect or consequential loss, loss of goodwill, claim for loss of publicity or opportunity to enhance the reputation of the Client; (b) any loss, damage, costs, legal costs, expenses or other claims arising from: (i) any Materials or instructions given to LIQUONA by the Client which are incomplete, incorrect, inaccurate, illegible, or arising from delays or any other fault of the Client; (ii) unrelated third parties; (iii) the Client’s choices and actions; (iv) machine or equipment error; (v) damage to property not caused by negligence (vi) personal injury, illness or death not caused by negligence.
      20. In the event of any loss, emotional distress, costs, damages, charges or expenses in relation to the videos, the recording, the filming, the video media, hard drives, raw files or the Client caused by illness of LIQUONA staff, equipment failure, or unforeseen circumstances, LIQUONA’s liability will be limited to a maximum of  50% of the cost, with the remaining 50% of loss to be held by the Client.
      21. Except in respect of death or personal injury caused by negligence, LIQUONA’s total liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this contract shall in all circumstances be limited to the total amount of any sum paid.
      22. LIQUONA shall not be liable for any loss suffered by the Client in the event that a Deliverable, subsequent to completion, ceases to be used for the Purpose as a result of a complaint by the public or any other regulatory body.
      23. The Client shall indemnify LIQUONA for any loss, damage, costs suffered by LIQUONA or other claims made against LIQUONA arising from the Client’s use of the Deliverables beyond the scope of the Purpose.
      24. The Client may terminate this contract by giving 30 days written notice. On termination: (a) the Client shall pay (i) 25% of the Fee and (ii) all expenses incurred and Services undertaken up to the date of termination including all fees for all work time tracked on the Client’s account; (b) all master copies of production files and Deliverables shall be deleted unless the parties agree otherwise in writing; all licences under this contract will automatically terminate.
      25. Either party may terminate this Agreement on written notice to the other if: (a) the other party is in material breach (including non-payment of fees) of any of the terms of this Agreement and fails to remedy that breach within 14 days of being notified in writing of that breach; and (b) the other party is unable to pay its debts, is adjudged by any court insolvent or bankrupt, has a petition presented for its winding up or has a petition presented for its administration or enters into a creditors arrangement or the appointment of a receiver.
      26. While this Agreement is in force and for a period of 12 months after it ends, the Client must not solicit or offer employment to any LIQUONA staff or any freelance crews hired by LIQUONA.
      27. Each party warrants, represents and undertakes to the other that, during the term of this Agreement, it shall comply with requirements of the GDPR and any other applicable data protection law. .A full copy of LIQUONA’s data protection policy can be obtained by emailing
      28. This Agreement together with the Brief constitutes the entire agreement of the parties and supersede all other understandings, written or oral, with respect to the subject matter of this Agreement.
      29. LIQUONA shall not be considered in breach of this Agreement to the extent that performance of its obligations is prevented by an event outside of its control (force majeure event).
      30. If any provision (or part) of this Agreement is or becomes invalid, illegal or unenforceable, the provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and neither the provision nor its modification shall affect the validity of the remaining provisions.
      31. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
      32. To the extent of any inconsistency between this Agreement and the Brief, the Brief shall prevail.
      33. This Agreement and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

      For Suppliers…

      1. The Discloser (LIQUONA LTD and all its trading names) intends to disclose information (the Confidential Information) to the Supplier for the purpose of furthering the business activities of the Discloser (the Purpose). This Confidential Information includes (but not exclusively) client contacts, client relationships, product costs, supplier costs, marketing techniques, equipment owned, security information, company documents, company policies, business strategy, client’s video content, rushes video material (both footage used in the final cut and footage ‘off camera’), etc.
      2. The Supplier undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
      3. The Supplier undertakes to keep the Confidential Information secure and not to disclose it to any third party.
      4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Supplier, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
      5. a)  any information which is, or in the future comes, into the public domain (unless as a result of the breach of this Agreement), or
      6. b)  any information which is already known to the Supplier and which was not subject to any obligation of confidence before it was disclosed to the Supplier by the Discloser.
      7. Nothing in this Agreement will prevent the Supplier from making any disclosure of the Confidential Information required by law or by any competent authority.
      8. The Supplier will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
      9. Neither this Agreement nor the supply of any information grants the Supplier any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
      10. The undertakings in clauses 2 and 3 will continue in force indefinitely.
      11. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
      12. If you appear on camera or your work is included in any of our videos, you assign to LIQUONA the copyright and all other rights in any contributions for use in all media now known or which may be developed in future and you confirm that your contributions will not infringe the copyright, or similar rights, of any third party.
      13. You agree that LIQUONA may edit, adapt, or translate your contributions and you agree not to exercise any “moral rights” you may have against LIQUONA LTD in respect of any uses of your contributions pursuant to this Agreement or against any third parties who have been authorised by LIQUONA.
      14. You agree that your contributions will not bring LIQUONA or their client in to disrepute or be defamatory but you will not be liable in respect of defamatory material which is included without negligence or malice on your part.
      15. LIQUONA agrees to pay all supplier invoices within 30 days.
      16. The supplier may not contact any of our clients that they are introduced to through working with LIQUONA for a 12 month period starting from the last date of contact through LIQUONA.
      17. Unless otherwise agreed, one (1) day of filming means ten hours ‘base to base’ from Leatherhead, Surrey. Half (1/2) day of filming means five hours ‘base to base’ from Leatherhead, Surrey. After 12 hours, overtime is charged at 1.5 x the agreed hourly equivalent rate. After 14 hours overtime is charged at 2 x the agreed hourly equivalent rate. Overtime is not payable on travel days.
      18. The supplier agrees to comply with all LIQUONA company policies and guidance, including  and not limited to the Quality Management Statement, Environment Policy, data Protection Policy, Equal Opportunity Policy, Information Classification Policy, Social Responsibility Policy, Client Confidentiality and Conflict Policy, Health and Safety Policy, Password Policy, Information Security Policy, Email Usage Policy, Equality, Diversity and Inclusion Policy. All policies are available upon request, and it is the supplier’s responsibility to be acquainted with their content.