These Terms and Conditions govern the manner in which all products and services are offered by Nulight Studios Ltd. You are deemed to have accepted the terms set out below when you accept an estimate provided to you by us or from the date of any performance of the services, whichever happens earlier. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These conditions apply to the contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
We warrant that we will use reasonable care and skill in our performance of the services which will comply with the quotation, including any specification in all material respects.
We will use our reasonable endeavours to complete the performance of the services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
We will maintain a copy of all digital files for 14 days following dispatch of the finished works to allow you enough time to create backups, review the film, and report any faults. Any faults identified within this time period that are covered by our service agreement will be rectified by us.
You must obtain any permissions, consents, licences or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the services. Your failure to do this can result in termination of services.
You must inform us within 14 days of receiving your scanned film of any fault with respect to the condition, quality, appearance, performance and error-free operation of the digital reproductions.
We are not liable for any delay or failure to provide the services if this is caused by your failure to comply with the above provisions.
The fees for the services are set out in the estimate and are on a time and materials basis, exclusive of VAT.
It is, however, difficult to provide an accurate estimate of the costs we are likely to incur in advance. The estimate is only a guide, not a quotation and may change as the project proceeds, particularly if there are changes in the time required to physically repair and prepare the film and the actual duration of the film being scanned.
In addition to the fees, we can recover from you a) the cost of services provided by third parties and required by us for the performance of the services, and b) the cost of any unusual materials required for the provision of the services.
You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us.
Cancellation and amendment
We can withdraw, cancel or amend an estimate if it has not been accepted by you, or if the services have not started, within a period of 30 days from the date of the estimate, (unless the estimate has been withdrawn).
Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the estimate.
If you choose to cancel the project midway through the project, where work has already started, any costs already incurred by us will remain due for payment in full.
If you want to amend any details of the services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the fees and invoiced to you.
If, due to circumstances beyond our control, including those set out in the section below (Circumstances beyond a party’s control), we have to make any change in the services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
We will invoice you for payment of the fees either when we have completed the services; or on the invoice dates set out in the quotation.
You must pay the fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us. We reserve the right to charge interest on the unpaid amount (inclusive of VAT) of any account from one months after its delivery, at an annual rate of 8%, accruing on a daily basis until payment in full is made, whether before or after judgement, together with any reasonable debt recovery costs.
All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
If you do not pay within the period set out above, we can suspend any further provision of the services and cancel any future services which have been ordered by, or otherwise arranged with, you.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
We can terminate the provision of the services immediately if: you commit a material breach of your obligations under these Terms and Conditions; or fail to pay any amount due under the contract on the due date for payment; or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor.
Copyright and ownership
By submitting your film to us you warrant to us that you are the owner of the copyright or have express permission from the owner of the copyright.
We will not sell or give any of your images to any other person. However, we reserve the right to occasionally use single frames or short clips in our show reel, website or other marketing materials, unless we are expressly asked not to by the copyright owner.
Liability and indemnity
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
All film scanning services are provided at your own risk. Without limiting the following, you acknowledge that the film scanning process may result in damage to the original film, particularly if the original film is brittle, worn or damaged. You assume all liability, and will hold us harmless from and against any claim, as to any damage or alleged damage to the original film resulting from our performance of film scanning services. The original film will be returned to you “as is”.
We warrant that the film scanning services will be performed in a professional manner and with use of our advanced defect correction and enhancement software. We disclaim any and all other warranties, express or implied, including, but not limited to, as to condition, quality, appearance, performance, error-free operation, and implied warranties of merchantability and fitness for a particular purpose, with respect to the services that are provided to you under this agreement. Your sole remedy for the breach of this warranty shall be a refund of all fees paid or payable with respect to the original film to which such film scanning services were applied.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment or materials (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Transportation of materials
In the eyes of insurance companies, the value of recordings made on obsolete analogue and digital formats is undefinable unless documented in a previous transaction. Where declared value applies to a shipment of audio-visual material arranged by us to or from yourself, you must notify us of the appropriate declared value prior to arranging shipping such that we can provide insurance for the shipment for the commensurate amount.
Should coverage be required for any goods contained in the package including hard disk drives and other storage media, you must notify us of the sales invoice value of goods prior to arranging shipping such that we can provide insurance for the shipment for the commensurate amount.
It is your responsibility to provide the appropriate declared value for any shipment and Nulight Studios Ltd will not be liable for any failure on your part to do so. Any additional costs incurred due to an increase of coverage will be added to the final invoice amount once work is complete.
Reimbursement for proven damages up to the limits of liability set forth above shall be your sole remedy for loss or damage in connection with any shipment subject to this agreement.
In no event shall Nulight Studios Ltd be liable to you for any special, incidental, indirect, or consequential damages or purely economic losses (such as the costs of any alternative means of transport, loss of profits, loss of business opportunities or loss of revenue resulting from loss of use or damages or other sums payable to third parties) arising from any loss of, damage or delay to a package or shipment.
Circumstances beyond a party’s control
Neither of us is liable for any failure or delay in performing our 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. If the delay continues for a period of 90 days, either of us may terminate or cancel the services to be carried out under these Terms and Conditions.