v2.5, Nov 2022
DEFINITIONS
“We”, “Us”, “Our” or “Ours” refers to No Magnolia Productions Ltd, its titles and assigns;
“You”, “Your” or “Yours” refers to the Client Organisation;
“Project” refers to a single project carried out by Us for You, under the aegis of these Terms of Business;
“Work” refers to tasks carried out by Us in the course of completing a Project for You.
Quotations
1. All costs are provided exclusive of VAT, and travel, location fees, accommodation, parking & subsistence as necessary; E&OE.
2. Quotations are provided by Us in good faith, and cover Your Project to the best of our knowledge of it, and as described herein. They are not exhaustive. In the event of any variation to the scope of a Project subsequent to Our Quotation for said Project, We reserve the right to halt Our Work on the Project until its terms have been renegotiated, and any extra fees due to Us as a result of such variations have been agreed.
Acceptance of Terms
3. By proceeding with the Project defined in this Proposal, You are implicitly agreeing to proceed under these Terms, whether You have provided a signature to the Proposal or not.
Deposits
4. Quotations will detail the percentage of total cost required as a deposit before work can commence. Unless otherwise indicated this is 25% of the total Project cost, but may be up to 100% of the quoted cost. Payment of a deposit denotes acceptance of these Terms and Conditions of Business, and confirms the booking and acceptance of the details of the quotation.
Feedback and Amends
5. If We are waiting for more than 30 consecutive days for Client feedback at any time during the Project, the Project will be declared to be complete, and We will invoice for the Work done to date. Any further activity on the Project from that point will be deemed to be part of a separate Project, which We will requote for before carrying out such activity.
6. Our Quotation includes one major and one minor round of post-production amends. At each stage that we are awaiting Your signoff, We will make it clear exactly what You are signing off. If a revision is requested, for any reason, to an element of the Project which has already been signed off by You, such revision will be deemed to fall outside the original scope of the Project, and will be quoted for as a separate Project.
Payment
7. Invoices are payable in full within 30 calendar days of the date of the invoice. Work will be invoiced following completion of a Project, and not later than the start of the calendar month after the Project’s completion. Where the Work for the assignment is spread over a longer period than two months, Work undertaken in one month may be invoiced on, or immediately following, the last working day of the month after the month in which the Project began. For example, for a Project which commences on April 10th, We reserve the right to invoice on May 31st for the Work done to that date.
8. Where payment is made in advance of a Project’s commencement date, You have six (6) months from the date that payment is made to commence the said Project. If the Project is not commenced within that time period, it will be deemed to be cancelled, and no repayment of the advance payment will be due by Us to You. We will make every reasonable attempt to get the Project started during this time period.
9. Where Your payment systems or processes make settlement within 30 days impossible, We will add advance late payment fees onto the Project’s invoice, per the following table:
| Payment within… | Surcharge as % of Project total, ex VAT |
|---|---|
| 45 days | 10% |
| 60 days | 20% |
| 90 days | 45% |
| Over 90 days | 75% |
Limit of Liability
10. We will under no circumstances be held liable for any loss, damage, cost or expense incurred by You following or as a direct or indirect result of Work undertaken by Us.
Copyright
11. We retain all copyright in all produced Works until payment for said Works has been received in full. Photographs, video or animation sequences developed during a Project may be used by Us in Our promotional materials, provided this does not contravene the terms of any other and separate Agreements We may have signed with You. If You wish to prohibit this usage, please inform Us prior to the commencement of the Project.
Jurisdiction
12. The Agreement and these Conditions shall be governed by and construed in accordance with the law of England and Wales.