Defence Imaging Terms and Conditions
These terms and conditions apply to all assignments carried out on behalf of you, the client, by us, Defence Imaging ('Defence Imaging') or by Defence Imaging’s affiliates, agents and sub-contractors.
References to Defence Imaging throughout include our affiliates, agents and sub-contractors where appropriate. You will be deemed to accept these terms and conditions in full unless you notify us and we agree to any variation in writing. These terms and conditions apply across our business including our specialist services.
Initial consultation
Our first meeting with you is free of charge and is without obligation. Subsequent time spent on the assignment, including attendance at meetings and other expenses, forms part of the billable assignment.
Price
Generally, at Defence Imaging we charge for our time in hour increments at an hourly rate quoted to you at the outset. Where appropriate we will agree a fixed package price or a monthly retainer either with a specific deliverable or a set number of hours committed.
Once sufficient information has been provided to Defence Imaging we will provide you with a written quotation. You will be deemed to have accepted this upon written confirmation or payment of the first instalment. If the specifications and/or schedules change during the assignment we will discuss with you any impact on the price and will agree a revised quotation with you in writing.
We are not VAT registered.
Billing and payment terms
If none is specified in the quotation, payment is due within 14 days of the invoice date.
If any phase of the assignment is delayed for longer than 30 days for reasons outside our control we reserve the right to invoice for work completed to date.
We reserve the right to charge interest on overdue payments at the rate of 8% per annum accruing daily from the due date.
Duration of contract
The duration and notice period for a fixed term contract will be specified in our written proposal to you. Unless we agree a fixed term contract with you, our contractual relationship shall be indefinite unless terminated by either party with one month’s notice.
Ownership and intellectual property
Unless otherwise stated by us in writing, the output from an assignment becomes your property, but only following receipt of the final payment. This ownership refers to the agreed final output, not construction files (digital), preliminary work and concepts ideas. For example, where we create a 3D animation sequence, you will own the final output (i.e. animation file), and we will retain ownership of the files used to to construct the animation (e.g. scene files, textures, 3D meshes etc.).
We ask that you notify us in advance of any further use of the materials generated for further use that was not originally contemplated; please also notify us if you or your agents materially manipulate or change any of our output.
We retain the right to use any you give us a royalty-free, indefinite licence to use the material for Defence Imaging’s promotional purposes (e.g. on our website or in our portfolio), unless otherwise agreed.
Please note it is your responsibility for making sure that all materials supplied for reproduction or inclusion by Defence Imaging – including, but not limited to, all data, images, text, copy, testimonials and logos – may be reproduced legally without infringing the intellectual property rights of any third party. You agree to indemnify Defence Imaging against the full costs of any claim or loss incurred by Defence Imaging as a result of any breach.
Completion and sign-off
While we make every effort to ensure the accuracy of the output material, we cannot be responsible for the correctness of the final copy and will require your written sign-off prior to completion of the assignment. If we do not receive your sign-off in writing, you will be deemed to have accepted the copy/output within 48 hours of us submitting to you the copy/output for final review. We will assume that any of your employees or agents who purports to sign off material in writing has your actual authority to do so unless you notify us otherwise in advance.
Limitation of our liability
The liability of Defence Imaging to you for any loss or damage caused shall be limited to and in no circumstances exceed the price of the services or goods supplied. In particular, Defence Imaging shall not be liable for any costs, claims or damage arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual or such, claim, damages or expenses on a time basis.
Confidentiality and privacy
We will treat all materials provided by you confidentially. All reasonable steps are taken to ensure that your data is secure. Please note that unless you specify otherwise we will use e-mail as the preferred medium for sending you material for approval and you accept the risks of doing so.
Sub-contracting and third party costs
We reserve the right to sub-contract services where appropriate. In the event that we do sub-contract we will notify the client.
This will not affect your contract with Defence Imaging. Where we incur external costs on your behalf we may require advance payment and reserve the right not to proceed with the assignment if prompt payment is not received.
Delivery
Defence Imaging assumes no risk for losses or damage to products once they have left our or our agents’ office, workshop, print works, warehouse or similar. Please consider insuring any goods in transit or making arrangements for personal collection for valuable items.
Amendments
Defence Imaging reserves the right to make reasonable amendments to these terms and conditions, such changes shall be deemed to come into effect within 30 days of us notifying you of the changes by e-mail or post.
Governing law
These terms and conditions are governed by English law, and you and Defence Imaging submit to the exclusive jurisdiction of the courts of England and Wales.