Terms and Conditions

1. Definitions

"the Client" means the person who purchases the Services supplied by Azimuth and shall where relevant be deemed to include all of its offices, employees, sub-contractors and/or agents, engaged in any way in the Contract.

"Booking" means the reservation of or hire of the Facilities and/or Equipment and/or the supply of the Services during the period of booking in accordance with the terms of the Contract.

"these Conditions" means these terms and conditions of supply of services as amended from time to time in accordance with clause 2.5.

"Charges" means the rates agreed and payable for the Services.

"Commencement Date" shall have the meaning given to it in clause 2.2 of these Conditions.

"Contract" means the contract between Azimuth and the Client for the supply of Services in accordance with and incorporating these Conditions and all other agreed terms, including those in each Order accepted in accordance with clause 2.2.

"Deliverables" means the results of the Services supplied by Azimuth to the Client.

"Equipment" means any equipment and all articles, material, software booked by the Client for use in the Services, including any hired out or supplied by Azimuth to the Client or any replacements, substitutes and all accessories and additions made thereto.

"Azimuth" means Azimuth Post Production Limited (company number 05360199) a company registered in England and Wales whose registered address is 26 D’Arblay Street, London W1F 8EL

"Facilities" means those parts of the Azimuth premises made available to the Client pursuant to the Contract.

"Intellectual Property Rights" all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Material(s)" means any good or material provided by the Client to Azimuth in connection with the Contract, including but without limitation, any tapes, computer discs, hard disks, drives and devices intended to store Recordings made by the Client as well the Recordings stored on such media.

"Order" the Client's written order for Services as set out in the Client's purchase order or the Client's written acceptance of Azimuth’s quotation, which shall include the description and specification of the Services.

"Personnel" means the employees, agents, sub-contractors, or other representatives of Azimuth whose services are employed by the Client in conjunction with the Services.

“Project” means the wider project for Services which may comprise one or more Bookings.

"Recordings" means any recording made by or on behalf of or at the direction of the Client prior to or after the commencement of the Contract.

"Services" means the services to be supplied by Azimuth to the Client on and subject to these Conditions, in accordance with any Order accepted by Azimuth, which shall include, without limitation the supply of the Deliverables, Equipment, Personnel and/or Facilities as applicable and as specified in the relevant Contract.

"Working Days" means Monday to Friday (inclusive) but excluding statutory public holidays.

2. Basis of the Contract

2.1 All Orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant to these Conditions and will not be binding until accepted by Azimuth.

2.2 The Order shall be deemed accepted when Azimuth issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date"). The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Azimuth which is not set out in the Contract.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 In the event of any conflict between the terms and conditions in the Order or other Contract document and these Conditions, these Conditions shall prevail to the extent of any conflict or inconsistency, except where and to the extent a term or condition in the Order or other Contract document expressly states that it is intended to overrule a term or condition of these Conditions in which case that term or condition of the Order or other Contract document shall prevail.

2.5 No variation of these Conditions will be binding unless agreed in writing between Azimuth and the Client

3. The Services

3.1 Azimuth will supply the Services in all material respects in accordance with each Order accepted by Azimuth.

3.2 Azimuth will use its reasonable endeavours to perform the Services and deliver the Deliverables by the dates agreed with the Client, however (except to the extent it has not used its reasonable endeavours) such dates shall be estimates only and Azimuth will not be in breach of these Conditions or liable to the Client under any Contract for any delay in providing the Services and/or Deliverables.

3.3 The Client acknowledges and agrees that the time for performance of the Services and/or delivery of the Deliverables shall in every case be dependent upon the prompt receipt of all necessary information, final instructions and/or approvals from the Client. Alteration by the Client of its requirements and/or failure by the Client to comply with its obligations under these Conditions may result in delay in performance of the Services and/or completion of the Deliverables, for which Azimuth shall bear no liability. If any such delays cause the Booking to overrun, then Azimuth may (but shall not be obliged) to allow the Booking to continue beyond the expiry of the Booking upon the same terms and conditions in the Contract and the Client shall be charged and shall pay for any additional time spent at the Facility at Azimuth’s then standard charge out rates.

Terms and Conditions of Supply of Services

3.4 Azimuth warrants that the Services will be performed with all reasonable care and skill.

1. 3.5 Except as provided in clauses 3.2 and 3.3, Azimuth makes no warranties in relation to its performance of its obligations hereunder and accordingly all terms, conditions, warranties, representations or guarantees that would otherwise have been implied or otherwise imported into these arrangements by statute, common law or custom are hereby expressly excluded to the fullest extent permitted by law.

4. Charges and payment

1. 4.1 The Charges for the Services will be set out in the price list supplied by Azimuth to the Client from time to time. Any items not set out in the price list will be charged at the rate agreed by Azimuth and the Client for that item.

1. 4.2 The Client will also reimburse to Azimuth all travel and subsistence expenses incurred in providing the Services and any costs of shipment of the Deliverables.

1. 4.3 All Charges are exclusive of Value Added Tax which the Client will additionally pay to Azimuth at the same time as payment is due for the supply of Services.

1. 4.4 Azimuth will be entitled to invoice the Client in accordance with the payment schedule agreed between Azimuth and the Client for the Services. If no payment schedule has been agreed, Azimuth may invoice the Client monthly in arrears and the Client shall pay each such invoice submitted by Azimuth within 28 days of the date of invoice in full and cleared funds to the bank account nominated in writing by Azimuth.

1. 4.5 The time of payment shall be of the essence of the Contract. Azimuth reserves the right to require payment in part or full in advance of the date of performance of the Services, where agreed in the payment schedule referred to in clause 4.4 or in any circumstances where Azimuth reasonably considers that any of the circumstances referred to in clauses 7.4 (a) – (c) may apply.

1. 4.6 All payments shall be made in full without deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Azimuth in order to withhold payment of any such amount in whole or in part. If the Client disputes the amount of any sums invoiced, it must notify Azimuth in writing within 5 days of the date of invoice of the dispute in accordance with clause 14.1.

1. 4.7 Without limiting any other right or remedy of Azimuth, if Client fails to make payment of any amount due under the Contract by the due date for payment, Azimuth reserves the right to: (a) withdraw any discounts or rebates that have been agreed between the parties in respect of the Contract or any other Contract between Azimuth and the Client; and/or (b) require immediate payment of all outstanding invoices rendered to the Client under the Contract or any other Contract between Azimuth and the Client; and/or (c) Azimuth shall be entitled to charge the Client interest on the overdue amount and claim compensation in accordance with its statutory rights; and/or (d) take such legal proceeding to recover the amount due as it wishes..

5. Client's obligations

5.1 The Client warrants that it will:

(a) provide on a timely and on-going basis all Materials and information in respect of which the Services are to be provided and which are reasonably required to execute the Contract, and will obtain such information, licences, input, consents and approvals as are required to enable Azimuth to perform the Services.

(b) obtain and pay for (or procuring that the same are obtained or paid for) any and all necessary authorities, licences and/or third-party consents required to make or

exploit the Materials it supplies in connection with the Services.

(c) notify Azimuth of the identity of the Client's representative who will be available at all reasonable times in connection with the Services and who will have authority to approve the results of the Services on behalf of the Client.

(d) abide by Azimuth’s studio rules, regulations and health and safety policy and shall be responsible for the actions of any Client personnel upon Azimuth’s premises.

(e) leave the Equipment and/or Facilities in a good condition.

(f) at the end of the Booking, promptly vacate the Facilities and/or cease using the Equipment and/or Services and where applicable return the Equipment to Azimuth.

5.2 The Client acknowledges and agrees that if its failure to comply with the terms of each Contract results in delays in the provision of the Services, over running of Bookings or any other additional work being required in order to provide the Services, this is likely to result in additional cost to Azimuth, and where this is so, Azimuth shall be entitled to increase the amount of the Charges, alter the agreed timescales or dates for providing Services or otherwise make such adjustments to the provision of the Services as are reasonable.

6. Intellectual Property

6.1 Ownership of the Intellectual Property Rights in the Materials shall remain with the Client or its licensors Ownership of the Intellectual Property Rights in any third-party materials which form part of the Deliverables shall remain with that third party. The Client is granted a licence to use those Intellectual Property Rights on the terms on which that third party has granted a licence to Azimuth.

6.2 The Intellectual Property Rights in any parts of the Deliverables which are specifically developed for the Client as part of the Services will vest in the Client and in each case on payment in full for the relevant Services Azimuth hereby automatically assigns such Intellectual Property Rights to the Client.

6.3 The Intellectual Property Rights in any materials owned by Azimuth prior to the date of the relevant Contract or developed independently by Azimuth of the Services (and all developments and modifications to such items) shall remain vested in Azimuth. Azimuth hereby grants to the Client a non-exclusive, royalty free licence to use, perform, display, copy, sub-licence and distribute such Intellectual Property Rights as part of the Deliverables.

6.4 Notwithstanding any other provision of these Conditions, the Client agrees that Azimuth shall be entitled to use any expertise, know-how, ideas, methods, processes, or techniques used in the Deliverables for the purposes of Azimuth’s business from time to time.

7. Cancellation and Termination

7.1 Once a Contract is made, the relevant Project, Services or Booking is confirmed and committed to by the parties. Therefore, if any confirmed Project, Services or Booking the subject of a Contract is cancelled by the Client, at any time, then without prejudice to Azimuth's other rights and remedies available, Azimuth may charge the Client a cancellation fee of 100% of the Charges that would have been due if the affected Services had been performed in accordance with the Contract.

7.2 In addition to the cancellation fee under clause 7.1 above, Azimuth shall be entitled to charge the Client for any uncancellable amounts payable to third parties in connection with the Booking.

1. 7.3 Cancellations of any Bookings will only be effective if given in writing or by email by the Client.

1. 7.4 Without prejudice to any other rights or remedies which Azimuth may have, Azimuth may cancel any Booking and/or terminate the Contract (whether or not any services in connection therewith have been provided by Azimuth) with immediate effect and without liability to

the Client if:

1. (a) the Client is in breach of any of the terms of the Contract and either the breach is not capable of remedy, or the breach is not remedied within a period of 14 days (or if shorter before the end of the affected Booking or other Services); or

1. (b) the Client becomes insolvent or bankrupt, goes into administration or has a receiver appointed over any of its assets; or

1. (c) the Client suspends or ceases or threatens to suspend or cease to carry on all or a substantial party of its business.

1. (d)  Azimuth in its absolute discretion considers a Client's Material(s) are or might be offensive or obscene or that copying or other reproduction thereof might infringe the rights of any third party or be otherwise illegal.

1. 7.5 If any Booking is cancelled and/or the Contract terminated by Azimuth in the circumstances set out in clause 7.4 then, without prejudice to Azimuth’s other rights and remedies available at law or otherwise, Azimuth may charge the Client a cancellation fee in accordance with clause 7.l above.

1. 7.6 The Client may cancel any Booking and/or terminate the applicable Contract with immediate effect in writing if Azimuth are in material breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy the breach within 30 days of that party being notified in writing of the breach.

1. 7.7 On termination of a Contract for any reason:

(a) the Client shall immediately pay to Azimuth all of Azimuth's outstanding unpaid invoices and any interest due and, in respect of Services supplied but for which no invoice has been submitted, Azimuth may submit an invoice, which shall be payable immediately on receipt;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

(c) the Client shall arrange for the Materials to be removed in accordance with clause 8; and

(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 6 (Intellectual property rights), clause 8 (Removal of Material), clause 9 (Indemnity), clause 10 (Confidentiality), clause 11 (Risk and Liability), clause 15 (General).

8. Removal of Material

1. 8.1 The Client shall, within twelve (12) months from, whichever is sooner (a) termination of a Contract for any reason, or (b) the issue by Azimuth of an invoice to the Client for the Services, remove all Material utilised in relation to that Contract or invoice.

1. 8.2 If the Client fails to remove all, or any of the Material in accordance with clause 8.1, Azimuth shall at its own option either;

1. (a) return all such Material to the Client; or

(b) destroy or dispose of all Material, and Azimuth shall be entitled to charge the Client for all related delivery charges, costs, expenses and / or all other charges incurred in returning or destroying (as applicable) the Materials in accordance with this clause 8.2.

8.3 Azimuth shall store the Material until it is removed, returned, destroyed or disposed of in accordance with this clause 8 and Azimuth shall be entitled to charge the Client for all its reasonable related costs and expenses in doing so.

8.4 Except as set out in these Conditions, Azimuth shall have no liability to the Client or any other third party whatsoever for any loss or damage to the Material whilst in Azimuth’s possession (otherwise than in consequence of any negligence on the part of Azimuth), which shall be stored at the Client's sole risk and Azimuth shall not be under any obligation to maintain insurance against any risks whilst the Material is in its possession. The Client shall therefore ensure that it takes out and maintains sufficient insurance against loss or damage of the Materials in the full replacement value thereof.

9. Indemnity

9. 9.1 The Client undertakes to indemnify Azimuth and its Personnel and keep it always indemnified fully against all claims, demands, actions, proceedings, damages, losses, costs, expenses, fine and charges or other liabilities made against or incurred or suffered by Azimuth or its Personnel by reason of or in respect of:

.

1. (a) any breach by the Client of the terms of the Contract; or

1. (b) deficiencies in the Materials or data or the like supplied to Azimuth by the Client in connection with the Services; or

1. (c) a failure to obtain any licences, consents or permissions as required under clause 5 herein; or

1. (d) any actual or alleged infringement of any third-party Intellectual Property Rights or any civil or criminal claim, action or prosecution by any third-party arising out of or in connection with the Services, Materials or Recordings, including for defamation or obscenity or for any breach of confidence or misuse of any confidential information except to the extent any such liability is attributable to the negligent act or omission of Azimuth or its Personnel.

10. Confidentiality

10.1 Any information relating to either party and coming into the possession of the other party as a result of the operation of these Conditions or any Contract shall be treated as confidential and shall not be disclosed to any person other than employees ( or in the case of Azimuth, its sub-contractors) of such other party requiring such information pursuant to these Conditions or any order without the prior written approval of the party to whom it relates (such approval not to be unreasonably withheld or delayed).

10.2 Nothing contained in these Conditions shall be construed to impose a confidentiality obligation in respect of any matter which is at the time of disclosure known to the public unless through the act or omission on the part of the non-disclosing party or which is required to be disclosed by any applicable law, court order or any governmental or regulatory authority.

11. Risk and Liability

11.1 Nothing in these Conditions or any Contract shall exclude or limit Azimuth's liability for: death or personal injury to the extent arising from the negligence of Azimuth or its Personnel; or anything which it cannot limit or exclude by law.

11.2 Subject only to clause 11.1 Azimuth's aggregate liability to the Client whether in respect of negligence, breach of contract, tort, misrepresentation or otherwise for any loss or damage arising out of or in connection with the Contract shall in no circumstances exceed an amount equal to the greater of the total charges paid by the Client to Azimuth in connection with the Contract and £50,000.

1. 11.3 Subject only to clause 11.1, Azimuth shall not in any event be liable to the Client or any third party whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, arising out of or in connection with any Contract for any:

1. (a) loss of profits.

1. (b) loss of sales or business

1. (c) loss of agreements or contracts.

1. (d) loss of anticipated savings.

1. (e) loss or damage to goodwill.

1. (f) loss of use or corruption of software, data, or information; or

1. (g) any indirect, consequential, incidental, or special damages.

1. 11.4 The Client shall be responsible for the quality and integrity of the Materials and risk in the content of such Materials (including without limitation any master Recordings) held by Azimuth for the Client will at all times remain with the Client. Where such Materials comprise Recordings, it is the responsibility of the Client to keep back-up copies of any such Recordings and to insure them where required and the Client acknowledges that Azimuth's sole liability for any loss or damage to any of the Client Recordings shall be limited to the replacement cost of the physical media on which the Recording is stored as if such media were blank and did not embody any Recording whatsoever. Azimuth reserves the right to charge for any Materials that it stores on behalf of the Client.

1. 11.5 Azimuth shall retain title to, and legal and beneficial ownership of the Deliverables until the Charges for the Deliverables have been paid in full. Notwithstanding any other provision of the Contract, the Client hereby acknowledges and agrees that risk of loss of or damage to Deliverables shall only be with Azimuth whilst on Azimuth’s premises and that accordingly, all risk in the Deliverables when in transit or otherwise off Azimuth's premises shall vest in the Client.

1. 11.6 Azimuth has a general and lien over any property of the Client situated at any time at the Facility or any other Azimuth premises in respect of all claims and money which the Client may at any time owe to Azimuth under any Contract whatsoever and in any other way whatsoever until the Charges have been received in full. If any lien is not satisfied within 14 days of such moneys becoming due, the Company may, in its absolute discretion, sell or make use of such property as agents for the Client and apply the proceeds towards the moneys due from the Client, and shall upon accounting to the Client for the balance (if any) shall be discharged from all liability in respect of the property. In respect of any sums which are properly disputed by the Client pursuant to clause 4.6, such sums shall not of themselves give rise to a lien under this clause.

12. Assignment and sub-contracting

1. 12.1 Azimuth may engage any person, firm or company as its subcontractor to perform any of its obligations under these Conditions or any order but shall not be released from any liability therefor.

1. 12.2 Each contract between Azimuth and the Client is personal to the Client who may not assign or transfer it without the prior written consent of Azimuth.

13. Force Majeure

13.1 Azimuth shall not be liable in any way for loss, damage, or failure of, or delay in, performance by it of its duties and obligations under

14. Dispute Resolution

14.1 If the Client wishes to raise any query or dispute in connection with or arising out of the Contract, including as to whether the Deliverables and Services have been provided in accordance with the Contract or the amount invoiced by Azimuth, the Client must notify the Azimuth account manager in writing within 5 days of the Client's receipt of the affected Deliverable or invoice, or 5 days of performance (or due date for performance) of the Services and provide sufficient details of the dispute to allow the matter to be properly assessed by Azimuth, including any further information that Azimuth may require. Azimuth shall use its best endeavours to provide a response within 5 days from its receipt of such notification and the required information.

14.2 If the dispute or difference is not so responded to or resolved by the Azimuth account manager in accordance with clause 14.1, then unless otherwise agreed by the parties, the Client shall (within a further period of 5 days from the date of Azimuth’s response or the date Azimuth should have responded in accordance with clause 14.1) notify the Chief Executive Officer of Azimuth and request resolution of the matter.

14.3 If the matter is not resolved to the satisfaction of the Client within a further period of 15 days from the date it is notified to the Chief Executive Officer of Azimuth, either of the parties may submit the matter to the English courts pursuant to clause 15.9

14.4 Nothing in these Conditions or the Contract shall prevent either party from immediately applying to the English Courts to obtain an injunction or other interlocutory injunction.

15. General

15.1 These Conditions and the relevant Contract set out the entire agreement and understanding between the parties with respect to the subject matter of the Contract and supersedes any prior agreements, representations, understandings or arrangements (oral or written) in respect of the subject matter of each Contract between the parties.

15.2 The Client acknowledges that it has entered into each Contract in reliance only on the representations, warranties promises and terms contained in the Contract; and save as expressly set out in the Contract Azimuth shall have no liability in respect of any other representation, warranty or promise made prior to the date of the relevant Contract unless it was made fraudulently; and the only remedy available in respect of any misrepresentation, untrue statement made to the Client shall be a claim for breach of contract under the Contract.

15.3 To the extent that any provision of these Conditions or any Contract are found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of the contract between the parties, it shall not affect the enforceability of the remainder of the Contract between the parties nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

15.4 Any party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in these Conditions or any Contract by any other party or parties without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

15.5 No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this these Conditions, any Contract or otherwise.

15.6 Azimuth may use the Clients' name and brief details of the Services for the purposes of Azimuth's advertising and promotion of its business. Following the broadcast or exhibition of the work resulting from the Services, Azimuth will have the right to use any part of the work solely for use in its corporate advertising and showreels.

15.7 Any notice to a party under these Conditions and any Contract shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post or fax to that party's business address or registered office and will be deemed to have been served at the time of delivery if delivered personally or 48 hours after posting in the case of an address in the United Kingdom and 96 hours after posting for any other address.

15.8 These Conditions and each Contract and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with a Contract, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.9 Each of the parties irrevocably submits for all purposes in connection with these Conditions and each Contract to the exclusive jurisdiction of the courts of England and Wales which shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or noncontractual) arising out of or in connection with any Contract, its subject matter or formation, subject to clause 14 (Dispute Resolution).

15.10 In these Conditions, the headings are for convenience only and shall not affect the interpretation of these Conditions.

15.11 Unless expressly provided in these Conditions or any Contract no provision of these Conditions or any Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

15.12 Nothing in these Conditions or any Contract is intended or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other and neither party shall have authority to act in the name or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

15.13 At its own expense, each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, execute such documents and do such acts and things as the other may reasonably require for the purpose of giving the other the full benefit of all provisions of these Conditions and any Contract.