Terms and Conditions - All Countries Outside of the United Kingdom

Terms and Conditions - United Kingdom

Terms and Conditions - All Countries Outside of the
United Kingdom

Effective June 12, 2009

DEFINITIONS. In these Terms and Conditions ("Terms"): "Customer" means the individual, corporation or other business entity, and each of its respective employees, agents and subcontractors, or any party represented by Customer, that submit Elements to, or receives services from, Facility; "Deliverables" means the final deliverable(s) provided by Facility to Customer created in the performance of any of Facility’s services; "Element" means all film negatives, master positives, master videotapes, submaster videotapes, submaster positives, sound tracks, reversal originals, reversal intermediates, cuts and trims, positive prints or video dubs, separations, audiotapes, sprocketed magnetic film, sound track optical negatives, striped film prints and film prints, digital files (including but not limited to still image files, image file sequences and digital media files), and all IP Rights in all of the foregoing, and in each case, that are delivered to or deposited with Facility by Customer or on Customer’s behalf; "Facility" means Ascent Media Group and its subsidiaries, affiliates, successors and assigns; "IP Rights" means any and all intellectual property rights now known or hereafter existing throughout the world (including but not limited to patents, copyrights, trademarks and trade secrets); and "Methods" means the methods, systems, know-how, concepts, ideas, technology, information, materials, processes, and the like used by Facility in rendering the services.
ORDERS. Facility is entitled to rely on instructions given by Facility by any third party purportedly on the Customer’s behalf. All orders shall be placed using the Customer’s authorized purchase order and such order shall be binding on Facility only if Facility accepts such order. Facility may accept verbal orders at its discretion. Each order will create a separate contract governed by these Terms.
CUSTOMER OBLIGATIONS. Customer represents and warrants that (i) it is the sole owner of, or has the right to possess, use and direct Facility to use, all Elements and its use does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity, (ii) it has made a security (or second) copy of the Elements and any master copy, (iii) as long as Customer is indebted to the Facility, Customer shall not to pledge, hypothecate, assign or otherwise encumber Elements without the prior written consent of Facility, and (iv) Elements shall be suitable for use by the usual methods employed by Facility in its operations. Customer shall indemnify, hold harmless and defend Facility from any and all liability, claims, losses, damages and expenses, including without limitation, reasonable attorney’s fees, arising out of or in connection with (i) the publication, processing, use, distribution, contents or exhibition of Elements and Deliverables, including and without limitation, any liability for libel, slander, defamation, invasion of right to privacy, misappropriation, or infringement of patent, copyright, trademark, or other proprietary right, (ii) any act or omission of Customer, including the breach of Customer’s representation or warranty contained herein, or (iii) any property damage or injury caused by Customer’s agents or employees at Facility. Facility will have the right to retain separate counsel at Customer’s expense. Customer shall pay for repairs to all equipment that was damaged at Facility as a result of Customer’s negligence. Payment for said repairs is due upon presentation of repair bill and both parties agree that the Elements and Deliverables will not be released until the subject repair bill is paid in full.
PAYMENT.
1. Rates; Quotations. Work will be done at Facility’s rate card current at the date an order is received from Customer, unless Facility has submitted alternative rates to Customer in a written quotation, which shall be valid for thirty (30) days from the date of submission. Oral quotations are provided as an estimate only and shall not constitute a binding contract. All prices are subject to any applicable taxes. Rate cards are subject to change without notice.
2. Foreign Customers. All work for non-U.S. customers will be accepted on a U.S. currency cash basis only, which includes travelers’ checks, bank drafts and funds deposited by wire. Customer shall pay any costs associated with payment by non-U.S. customers.
3. Cancellation Fees. All Cancellations must be made directly to the customer service department. If Customer cancels services or products, Customer shall pay for services rendered, or products ordered or produced, prior to cancellation. Customer shall pay any cancellation charges (up to 100% of the estimated costs for the period booked) that may apply, based on Facility’s cancellation policy at the time of cancellation.
4. Terms of Payment. All work shall be accepted on a C.O.D. basis unless credit has been established in advance. Payment of all invoices is due net thirty (30) days from the date of the invoice. If a payment is not made when due, a service charge of the less of one and half percent (1-1/2%) per month or the maximum allowable by law will be charged on all outstanding balances. In the event that the invoices are not paid in accordance with the terms set forth, any discount provided by Facility shall be revoked and the fee due for the work performed will be based upon the normal rate card in effect at the time the work was performed. Customer may not deduct from any payment due to Facility in respect of any set-off or counterclaim. Any communications written or oral regarding any dispute and/or payments relative to any invoice or account which is the subject of any dispute must be sent within ten (10) days from the date of such invoice to Ascent Media Group, Attn: Credit Manager, 2820 W. Olive, Burbank, CA 91505 and not to the payment remittance address. Customer will also pay Facility’s costs of collection including but not limited to, reasonable attorney’s fees.
5. Possession. Facility may retain possession of any Deliverables until Facility has received payment in cleared funds for the services. Until such payment has been made, legal title to all Deliverables shall remain with Facility (notwithstanding delivery or the passing of risk to Customer), the license granted to Customer in Section 12 below shall not take effect; and Facility may repossess any Deliverables in order to effect such payment, and Customer grants Facility an irrevocable license to entire Customer’s premises to effect such repossession.
RIGHT TO REFUSE PERFORMANCE. Facility may, without liability, refuse or cease to perform services if Facility, in its sole discretion: (a) deems an Element to be unlawful, infringing, pornographic or degrading or otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices; (b) Facility might subject itself to criminal or civil proceedings or to liability of any kind; (c) finds that Elements are not of the necessary technical standard to enable Facility to perform its work; (d) deems that Customer is in material breach of any of these Terms; or (e) deems that Customer is unable to pay its debts.
LIMITATION OF LIABILITY.
1. Generally. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (A) FACILITY GIVES NO WARRANTY EXPRESS OR IMPLIED AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, TITLE, NON-INFRINGEMENT, QUALITY OR OTHERWISE WITH RESPECT TO THE DEVELOPMENT, PRINTING, DUBBING, TRANSFERRING, AND PROCESSING OF THE ELEMENT OR ANY OTHER LABORATORY SERVICES PROVIDED BY FACILITY; AND (B) FACILITY MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY FOR THE CHARACTER OR QUALITY OF THE MATERIAL, FILM PROCESSING, DUBBING, LOSS OF QUALITY ATTRIBUTABLE ANY PROCESS CARRIED OUT DURING THE PERFORMANCE OF SERVICES, OR SERVICES PROVIDED BY IT HEREUNDER.
2. Limitations of Responsibilities of Facility. It is understood and agreed that Facility is not an insurer and that payments made for service provided by Facility are based solely on the value of such services. The Elements and Deliverables are received, processed and stored solely at the risk of the Customer. Facility reserves the right to assign or subcontract all or any part of the work ordered. Facility may hold Elements at any place(s) that Facility deems appropriate, there being no promise or representation, expressed or implied, that the Elements and Deliverables will be retained or stored at any particular location or by under particular conditions.
3. Limitations for Damage to or Loss of Elements. In the event that the Elements are lost, destroyed or damaged for any reason, including through negligence of the Facility, its employees, subcontractors or agents, Facility liability shall be limited to the replacement of unexposed/unrecorded raw stock. If such Elements contain time coding, Customer specifically agrees to test such time coding for accuracy before relying on such time coding, Customer agrees to notify Facility of any inaccuracies in such time coding, and Facility agrees to correct such inaccuracies at Customer’s expense. Facility’s obligation shall be limited to correcting any such inaccuracies in time coding, and Facility shall not be liable for any loss, injury, or damage, direct, indirect or consequential, that may be incurred as a result of any inaccuracies in any time coding.
4. Limitations for Defects in Delivery, Services or Materials. If any Deliverable is defective or is erroneously labeled or shipped or if non-conforming services or materials are furnished by Facility, Facility’s liability therefore shall be limited to replacement or repair of such defective Deliverable (at the option of Facility), and the correction of such errors in shipment or labeling or the providing of conforming Facility services or material at Facility’s expense; provided that the defective Deliverable is returned and written notice of such imperfection or error in labeling or shipment is received by Facility within ninety (90) days after shipment.
5. Limitations for Delay in Delivery. Facility shall use reasonable efforts to deliver in accordance with delivery dates, but Facility is not liable for any loss or damages caused by Facility’s failure to meet any delivery date or times, or failure to give notice of delay.
6. Force Majeure. Without limiting the generality of the foregoing, Facility shall not be liable for any delay or loss due to delays or failures in performance caused directly or indirectly by the Element; acts of God; Customer, civil or military authorities; terrorism; civil unrest; fires; floods; epidemics; quarantine restrictions; wars; riots; strikes; lock outs; labor difficulties; failures of equipment or transportation; inability to obtain, or the failure of others to deliver, Element, machinery, equipment or qualified personnel; or any other cause beyond Facility’s reasonable control. In the event of a delay, the delivery or shipping date, as appropriate, shall be deemed extended for a period equal to the delay.
7. Damages. Facility’s total liability for any and all loss or damage arising out of or in connection with any contract for services shall be limited to the total sums paid by Customer to Facility under such contract. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL FACILITY BE LIABLE TO ANY PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM: (a) ANY DEFECTIVE ELEMENT, DELIVERABLES, SERVICES, PRODUCTS OR EQUIPMENT; OR (b) DAMAGES TO, OR DESTRUCTION OF ELEMENTS OR DELIVERABLE BY FACILITY, WHETHER OR NOT SUCH DAMAGES ARE CAUSED BY THE NEGLIGENCE OF FACILITY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR (c) ANY NEGLIGENCE OR BREACH OF DUTY (CONTRACTUAL OR OTHERWISE) BY FACILITY, INCLUDING, WITHOUT LIMITATION, IMPROPER STORAGE OR RETENTION, PROCESSING, PACKING, DELAY IN DELIVERY OR SHIPMENT, OR ERRORS IN SHIPMENT, OR LABELING.
FACILITY LIENS; SECURITY INTEREST. In addition to any other liens, rights or remedies given to Facility under applicable law herein, Customer hereby grants, assigns and transfers to Facility a security interest in and lien on any and all Elements and Deliverables in the possession of Facility as security for payment of any and all services and materials furnished to Customer by Facility. The parties agree that if the Elements or Deliverables are voluntarily restored or delivered to Customer or some third person prior to payment to Facility for such materials and services, the lien and security interest therein shall not be extinguished but shall survive, and upon request by Facility, Customer shall execute such documents including a Financing Statement, as may be required to protect such security interest.
1. Additional Payments. In the event Facility exercises its rights hereunder by selling the Elements or Deliverables at public or private sale, then Customer agrees to pay Facility on written demand whatever deficiency may be due after the proceeds are applied to payment of the indebtedness, including, without limitation, all legal and other costs, expenses and charges incurred in the collection, sale, delivery or preservation of the Elements or Deliverables.
2. Title After Sale. Customer agrees that if Facility shall enforce its rights under any law, it or any other person acquiring title or interest in or to any Elements or Deliverables at public or private sale, shall have and is hereby granted, all right, title and interest of Customer in the Elements or Deliverables.
RETENTION AND DISPOSAL OF INACTIVE ELEMENTS. Provided that all obligations that may arise hereunder have been paid to Facility, Customer shall remove from Facility’s premises all Elements and Deliverables within three (3) months after the last work thereon. If Customer fails to remove said Elements or Deliverables as herein provided, Facility may at any time, without further notice or liability to Customer or any other person, begin charging Customer a storage/retention fee per Element, destroy, erase, reuse or make any disposition of said Elements or Deliverables as Facility sees fit. Customer agrees to indemnify, hold harmless and defend Facility harmless from all liability arising out of or connected with Facility’s destruction or disposition of said Elements or Deliverables as provided herein. Facility will have the right to retain separate counsel at Customer’s expense.
INSURANCE. Customer agrees to insure fully, at its own expense, Elements and Deliverables against all insurable risk, including damage or destruction of such Elements and Deliverables through the negligence of Facility. Such insurance against any and all losses (including incidental and consequential losses) for which insurance is available and the policy and the policy of insurance shall provide that the insurer waives all claims of subrogation against Facility. Facility shall not insure any Elements or Deliverables.
TECHNICAL CALIBRATION AND EXHIBITION. Customer hereby grants Facility the right to use the Elements for technical calibration to adjust the system used to process the Element. Customer also hereby grants Facility the limited right to exhibit excerpts of the Deliverables to others for limited purpose of demonstrations of Facility’s work.
DELIVERY. Delivery shall be at Facility’s premises. Risk shall pass to Customer on delivery. On instruction from Customer, Facility will cause Elements and Deliverables to be transported to any destination (whether by courier, satellite, fiber, posted to an Internet site or server, or email) requested at the expense and risk of the Customer. Customer hereby consents to Facility posting Elements and Deliverables on a FTP site and providing access (via a user identification and password) to Customer’s vendors that are working on the same project as Facility and that have a need for the content on such site. Unless otherwise requested, Facility will ship all physical materials collect, via a carrier of its selection, and a handling charge will be added to all prepaid shipments.
PROPRIETARY RIGHTS.
1. Customer Ownership. As between Customer and Facility and subject to these Terms, Customer owns and shall retain all right, title and interest, including, without limitation, all IP Rights, in and to (i) the Elements, and (ii) upon full payment of the services, the Deliverables, except for the Methods used therein for which Customer has a license as set forth below ("Customer IP").
2. License to Methods. Facility hereby grants Customer a non-exclusive, irrevocable, royalty-free, fully paid-up license, throughout the universe and in perpetuity, to use the Methods only as contained in the Deliverables solely as necessary in the distribution of the Customer products into which such Deliverables are incorporated.
3. Facility Ownership. As between Customer and Facility, Facility owns and shall retain all right, title, and interest, including, without limitation, IP Rights in and to the Methods ("Facility IP"). Customer acknowledges and agrees that: (i) Facility shall have the right to use the Facility IP in performing services for third parties and (ii) the work product and deliverables rendered as the result of such services may be substantially similar to the Deliverables, provided that Facility does not use any Customer IP; and (iii) the Methods are Facility’s trade secrets.
4. Additional rights. Each party hereby expressly reserves all rights in and to its IP Rights, and the other party shall not acquire any such rights, whether by virtue of these Terms, operation of law, estoppel, or otherwise. Each party shall not contest, directly or indirectly, the validity or ownership of the other party’s IP Rights. Each party shall not, and shall not permit any other third parties to: (a) create derivative works from the other party’s IP Rights, (b) disassemble, decompile, reverse engineer, or otherwise attempt to discern any aspects of the other party’s IP Rights, (c) sublicense, lease, rent, loan or distribute or otherwise transfer or grant access to the other party’s IP Rights, or (d) otherwise use or attempt to exploit the other party’s IP Rights in a manner not expressly authorized by these Terms.
MISCELLANEOUS.
1. Governing law; Venue. These shall be governed by Delaware law. The exclusive venue for all legal proceedings shall be the County of Los Angeles, California.
2. Modification. These Terms constitute the entire agreement between Facility and Customer with respect to the subject matter contained herein. These terms apply to every contract for the provision of services by Facility to the Customer and the supply of services by Facility shall not constitute acceptance of any other terms and conditions. These Terms may be amended, altered, waived or modified by written agreement, signed by each party, only. Sales personnel are not authorized to amend alter, waive, or modify the terms of these Terms.
3. Notices. All notices and communications hereunder to Facility shall be sent to Ascent Media Group, LLC, 520 Broadway, 5th Floor, Santa Monica, CA 90401, Attn: Legal Department, unless notified otherwise in writing. Any notice or communication hereunder to Facility shall be deemed to have been duly given when in writing and actually received by Facility. All notices or communications hereunder to Customer shall be deemed to have been duly given when in writing and personally deposited in the United States Mail with postage prepaid to Customer at the last known address of Customer.
4. Waiver. No failure or delay by Facility in exercising any of its rights under these Terms shall be deemed to be a waiver of any term, Customer’s breach or any subsequent breach of the same.
5. Severability. The invalidity of any one of these Terms shall not affect the validity of the remaining Terms.
6. Assignment; Subcontracting. These Terms shall bind and inure to the benefit of the respective heirs, principal representatives, successors, and assigns of the parties; provided that any credit extended to Customer shall not be extended to its successors and assigns without successful completion of a new credit application. Facility may assign these Terms or subcontract its services at its discretion and without notice to Customer.
7. Parties. These Terms shall not constitute a partnership or employment relationship between the parties.
8. Rights and Remedies. Facility’s rights and remedies shall be cumulative and not exclusive, and the exercise of any right or remedy shall not affect its right to enforce one or more other remedies.

Terms and Conditions - United Kingdom

Effective June 12, 2009

GENERAL TERMS.
1. In these terms and conditions ("Terms"), "Client" means the person, firm or company to whom any work or process and/or the supply of materials are being provided ("Services"); "AMG" means Ascent Media Group Limited, any trading division of Ascent Media Group Limited and any company that is a member of the same group of companies as Ascent Media Group Limited within the meaning of section 736 of the Companies Act 1985 the identity of such company being stated on the order form or written quotation relating to such services and/or materials ("Group Company") or, in the absence of an order form or written quotation, the Group Company providing such particular services and/or materials.
2. These Terms apply to every contract for the provision of Services by AMG to the Client to the exclusion of any other terms and conditions proposed or referred to by the Client (unless specifically agreed in writing by AMG) and the supply of Services by AMG shall not constitute acceptance of any other terms and conditions.
3. These Terms constitute the entire agreement between AMG and the Client and shall apply to the exclusion of any non-fraudulent representation, whether express or implied, written or oral made by or on behalf of AMG.
4. In these Terms, unless notified to the contrary in writing, AMG shall be entitled to rely on instructions given to AMG by any third party (including without limitation any advertising agency) purportedly on the Client's behalf.
ORDERS, CANCELLATION AND QUOTATIONS.
1. All orders shall be placed using the Client's authorised Purchase Order and no order will be binding on AMG unless or until such order has been accepted by AMG in writing, save that verbal orders may be accepted at AMG's discretion. Once accepted, an order may not be cancelled other than with AMG's written consent and each order placed will create a separate contract which will be automatically governed by these Terms.
2. In the event of any cancellation request being received and permitted by AMG more than 7 days prior to the date the services are due to commence, AMG shall be entitled to payment of 80% of the estimated fees for such service. Any cancellation received and permitted less than 7 days before the date the services are due to commence shall be charged in full.
3. Unless expressly stated otherwise, a quotation is valid for 30 days only from the date of the quotation.
PRICE AND PAYMENT.
1. Unless AMG has given a written quotation, all work will be done at AMG's rate card current at the date an order is received from Client. Whilst given in good faith, AMG shall not be bound by any estimate of price. All prices are subject to value added tax payable by the Client at the appropriate rate.
2. Unless AMG has agreed in writing, Client shall be required to pay (in Pounds Sterling by Bankers Automatic Clearing Service) 50% of the estimated fees on acceptance of the order and the final balance on delivery or, if earlier, notification that the goods are ready for delivery.
3. AMG may in its sole discretion agree to grant the Client credit. AMG shall be entitled to trade and/or bank references to consider any credit application. Where AMG has agreed in writing to a credit arrangement, the Client shall pay all charges in full within 30 days of the date of the invoice.
4. If any sum payable by the Client shall not be paid by the due date for payment, AMG shall be entitled to:
  1. interest on all outstanding sums at the rate of 3% per annum above the base rate of National Westminster Bank plc from the due date until the date of payment and such interest shall be payable on demand; and
  2. withdraw any applicable discounts and to charge the full amount in accordance with the current rate card.
5. Any query alleging a defect in the Services or relating to an invoice must be respectively raised in writing within 7 days of the Client becoming aware of the alleged defect or within 30 days of such invoice.
6. AMG shall be entitled to retain possession of any materials created by AMG in the course of providing the Services ("Materials") until payment has been received in full from the Client.
7. Until AMG has received payment in cleared funds for the Services:
  1. legal title to all Materials produced in the course of such Services shall remain with AMG (notwithstanding delivery or the passing of risk to the Client);
  2. AMG shall have a general lien over all materials in its possession belonging to the Client ("Client Materials"); and
  3. the licence granted by AMG to the Client pursuant to Clause 5(B) shall not take effect.
8. Furthermore, legal title to the Material shall remain with AMG until AMG has received payment in cleared funds of all charges due for all Services rendered by AMG to the Client.
9. In the event of any monies remaining outstanding from the Client to AMG after the expiry of 14 days after such monies becoming due or if any step is taken by or against the Client pursuant to the Insolvency Act 1986:
  1. AMG shall be entitled to exploit or dispose of all Materials and Client Materials in its possession, retain the net proceeds of sale against such outstanding monies, and shall account to the Client for the balance (if any) remaining; and/or
  2. the Client shall forthwith upon demand deliver to AMG any Materials, ownership of which remains with AMG, and in any event AMG shall be entitled to re-possess the same and for such purpose the client grants to AMG an irrevocable licence to enter into the premises of the Client, without being liable for any damage caused thereby
10. The Client shall not be entitled to make any deduction from any payment due to AMG in respect of any set-off or counterclaim.
COMPLETION AND DELIVERY.
1. In all cases, delivery shall be at AMG's premises. Risk shall pass to the Client on delivery.
2. At AMG's sole discretion, AMG may agree (at the Client's sole expense and risk) to pack and despatch Materials to any address specified by the Client.
3. AMG shall use all reasonable efforts to deliver in accordance with delivery dates but AMG shall not be liable for any loss or damages of any nature caused by any failure of AMG to meet any delivery date and time of completion and delivery shall not be of the essence.
INTELLECTUAL PROPERTY.
1. All copyright and other intellectual property rights of whatever nature resulting from the Services and/or any Materials shall remain vested in and be the exclusive property of AMG.
2. Subject to AMG having received payment in full of all monies due, AMG grants the Client an exclusive licence to publish, copy, transmit, broadcast and otherwise use the Materials in an unmodified form (save that AMG shall have a right to publish, copy, transmit, broadcast and otherwise use the Materials for the purposes of promoting AMG).
3. The Client grants to AMG a non-exclusive licence to edit, adapt, reproduce ,receive, store, transmit or otherwise process or use in any way whatsoever the Client Materials for the purpose of providing the Services and refer to the Client and the title of the relevant Client project in AMG's advertising and/or promotions.
4. The Client shall ensure that AMG is given screen credits in respect of the Services in a form approved in advance by AMG.
FORCE MAJEURE. AMG shall not be under any liability to the Client as a result of AMG being unable to perform any of its obligations due to circumstances beyond its reasonable control including without limitation industrial action, act of god, fire, flood, storm, acts of civil or military authorities, war, terrorism, shortages of material or acts, omissions or failures of third parties or the Client. AMG shall at its sole option be entitled to either perform such obligations as and when it is reasonably able to do so or to treat itself as wholly or partly released from all such obligations or instructions without liability.
TERMINATION.
1. Without prejudice to any other right or remedy it may have, AMG shall be entitled to terminate its agreement for the provision of Services with the Client if:
  1. the Client is at any time in material or persistent breach of any of these Terms or any sum owing to AMG by the Client is overdue for 21 days or more;
  2. the Client is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or has a trustee, receiver or an administrative receiver appointed over it or over any substantial part of its assets or has an order made or passes a resolution for its liquidation, dissolution or winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation, takeover or reconstruction) or enters into any voluntary agreement with its creditors or becomes bankrupt or files for voluntary bankruptcy or ceases or threatens to cease to carry on business or any analogous situation to any of the above occurs under the law of any jurisdiction; or
  3. the Client Materials are not of the necessary technical standards to enable AMG to perform the Services.
2. Upon termination for any reason whatsoever:
  1. the Client shall pay to AMG all sums owing in respect of Services already performed; and
  2. Clauses 1, 3, 5, 7(B), 8, 9, 10, 12, and 13 shall survive.
WARRANTIES AND LIABILITY.
1. AMG shall use all reasonable skill and care in performing the Services.
2. AMG hereby excludes to the fullest extent permitted by law any and all warranties, terms and conditions other than those set out expressly herein (whether express, implied by statute, contract, course of dealing or otherwise) including without limitation any implied warranties as to fitness for purpose or satisfactory quality.
3. AMG shall not in any circumstance be liable for:
  1. any loss of business, goodwill, reputation, contracts, opportunities or profits (in each case whether arising in the normal course of events or AMG knew of the possibility of such loss);
  2. any indirect, consequential or special loss or damage;
  3. or any loss of quality attributable to any process carried out during the performance of the Services.
4. The Client's particular attention is drawn to the fact that prices quoted for the work undertaken by AMG do not take any account of any special value of any Client Materials passed to, or stored by, AMG. Client acknowledges that the cost of insuring Client Materials against all risks to its full value (if such insurance could be obtained) would result in a substantial increase in AMG's prices for Services. Client will insure all Client Materials passed to AMG against all risks to their full replacement value (including any consequential loss they may suffer as a result of its loss or damage) and AMG accepts no liability whatsoever for any loss or damage caused by the default or negligence of its servants, agent or sub-contractors save that AMG shall on request refund the current purchase cost of any blank film stock or video tapes damaged or lost in its possession by reason of AMG's negligence or default.
5. Save as set out above, AMG's total liability for any and all loss or damage arising out of or in connection with any contract for Services with the Client shall be limited to the total sums paid by the Client to AMG under such contract.
6. Nothing herein shall be construed as excluding or limiting AMG's liability for death or personal injury caused by AMG's negligence.
7. The Client shall indemnify AMG, its directors, employees, contractors and agents against any and all liability, costs, expenses, claims and demands of any nature whatsoever, arising out of or in connection with the Client's Materials and any acts or omissions of the Client, its employees or representatives, including without limitation any breach of these Terms.
8. The Client warrants that:
  1. where AMG uses the Client Materials that it will not give rise to a breach of copyright trademark or any other proprietary interest of any third party; and
  2. the Client has made a security copy or second copy of the Client Materials and any master copy.
STORAGE OF CLIENT MATERIALS.
1. AMG shall be entitled to destroy or dispose of any Client Materials not collected from AMG within six months after the completion of any Services and, until collected, such Client Materials shall be held by AMG at the Client's sole risk and liability.
2. AMG will only store Client Materials on the written instructions of the Client subject to the Client paying (unless otherwise agreed in writing) monthly in advance storage charges at the rates published from time to time by AMG ("Storage Charges") and any Client Materials so stored will be stored at the Client's sole risk and liability.
3. If the Client fails to take delivery of the Services and/or Customer Materials within 21 days of notification of completion of the Services, AMG will be entitled to charge and the Client obliged to pay Storage Charges.
CONFIDENTIAL INFORMATION. The Client shall keep confidential and secure all information relating to AMG and the Services (the "Group Information") and shall not disclose such Group Information to any third party (other than its employees or professional advisors who need to know the same) without AMG's prior written consent save to the extent that any Group Information is a) in the public domain not through any fault of or disclosure by or on behalf of the Client; or b) required by law to be disclosed.
SUB-CONTRACT. AMG reserves the right to sub-contract at its discretion and without notice to the Client.
LICENCE TO OCCUPY. Any occupation of AMG's premises by the Client will:
1. not confer exclusive occupation on the Client who shall occupy as licensee only;
2. not create any relationship of Landlord and Tenant;
3. be personal to the Client; and
4. (unless otherwise agreed) be subject to the payment of a licence fee as imposed by AMG.
MISCELLANEOUS.
1. Any notice given under these Terms may be served by posting the same by ordinary recorded delivery or registered mail, in an envelope pre-paid and addressed to the recipient at the address of the recipient last known to the sending party. Such notice so posted shall be deemed to the served on the 2nd day after the same was posted.
2. No variation, qualification, addition or amendment of these Terms shall be valid unless made in writing and signed by an authorised person on behalf of each party.
3. The invalidity of any of these Terms shall not affect the continuing enforceability of the remaining Terms.
4. No failure or delay by AMG in exercising any of its rights under these Terms shall be deemed to be a waiver of such breach or any subsequent breach of the same or any other term.
5. These Terms shall not be taken to constitute a partnership or the relationship of employer and employee.
6. Subject to Clause 13(G), a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this does not affect any right or remedy of any third party which exists apart from that Act.
7. Each Group Company may enforce these Terms to the extent that it has provided Service and or Materials to the Client.
8. These Terms and each contract between AMG and the Client shall be governed by English law and subject to the exclusive jurisdiction of the English courts.