All services provided by Drawmill Animation to the client are subject to the following
terms and conditions, unless otherwise agreed in writing.
Any proposals, including estimates and quotations, supplied by Drawmill Animation shall be deemed to include these terms and conditions and an acceptance of any such proposal shall be deemed to be an acceptance of these terms and conditions.
The copyright design rights and all other types of intellectual property right in any proposal and any draft designs, illustrations, animations and storyboards shall at all times remain with Drawmill Animation unless otherwise agreed in writing. Any proposal shall be treated as confidential information by the client who shall not divulge nor permit any of its servants, agents or employees to divulge the contents thereof.
In the event any proposal is not accepted by the client all copies of the proposal together with any accompanying documentation both digital and physical shall remain confidential.
A proposal is deemed to be accepted where agreement is provided either by email, telephone, or mail (“the Commission”).
Any costing or timetable provided by Drawmill Animation shall hold good for 30 days and if not accepted within that period may be subject to review and adjustment by Drawmill Animation.
Any statement by Drawmill Animation as to the date of completion of the Commission is an estimate only. Drawmill Animation will use reasonable endeavours to comply with any timetable but will be under no liability to the client or any other person in the event the Commission is not completed by the agreed date. Drawmill Animation alone shall specify when the commission or any stage thereof has been completed.
Any alteration to the Commission agreed between the client and Drawmill Animation shall entitle Drawmill Animation to review and adjust any costing or timetable provided to the client.
Unless otherwise agreed in writing any costing of the Commission will be exclusive of VAT by Drawmill Animation.
All fees shall be paid within 14 days of the submission of Drawmill Animation’s account (unless otherwise agreed) in default of which interest shall accrue on the gross amount of the account so outstanding at a rate of 4% above the base rate of [Barclays Bank Plc] and Drawmill Animation reserves the right to stop work on the Commission should any account not be paid. Non payment will result in legal action being taken if necessary.
Drawmill Animation charges a project advance fee equating to 50% of the total estimated value at the outset of the commission, and this is required to be paid in advance of work commencing.
Drawmill Animation may submit interim accounts for payment notwithstanding that the Commission has yet to be completed. This will normally be the case for commissions that extend beyond one month.
Drawmill Animation will release low resolution files on completion of the commission for approval, and high resolution files will be released upon receipt of full payment of the final account.
Materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the deliverables including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Drawmill Animation a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with the production of the Deliverables.
The client warrants that the information given to Drawmill Animation in the Commission does not infringe any patent copyright or design right; is not information received by the client in confidence from a third party; is not defamatory and does not contravene any act of Parliament any subsidiary legislation any order of any Court or any other restraint and agrees to indemnify Drawmill Animation against any claim arising from the use thereof in breach of any such matter.
The Client acknowledges that each Work is created according to its own instructions and Drawmill Animation makes no warranty as to its quality or suitability for any purpose or compliance with any rules regulations standards or criteria save that the Work will reasonably conform to the Commission. Where pre-production proofs or drafts are submitted for approval to the client the client shall be responsible for the correction of errors or omissions and Drawmill Animation shall bear no liability whatsoever in respect of any errors or omissions subsequently discovered.
Drawmill Animation shall not in any circumstances be liable for any loss of profit or any consequential loss suffered by the client or by any third party and in any event any claim against Drawmill Animation shall be limited to the amount of Drawmill Animation’s fees and charges for the Commission. The client shall indemnify Drawmill Animation against any liability over and above the said amount absolutely.
Drawmill Animation warrants that it has not knowingly infringed any copyright design right or patent in the completion of the Commission and subject thereto the client agrees to indemnify Drawmill Animation against any claim for infringement of any such right.
All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Design Services or otherwise integrated into the final product. Under such circumstances, Drawmill Animation shall inform Client of any need to license.
Without prejudice to its existing rights Drawmill Animation may terminate this contract immediately if the client is in default of any term of any contract between Drawmill Animation and the client or if the client becomes insolvent. Either party may terminate this contract by the giving of two months written notice to the other. Upon such termination the client will pay Drawmill Animation any fees due, including fees for the period up to the end of the notice, together with any VAT and will return all of the Works forthwith.
Any goods or chattels supplied by or on behalf of the client to Drawmill Animation are insured for their replacement value only and the client shall bear the risk of any addition loss or damage from the date of the contract.
Nothing in this agreement shall operate so as to create a partnership or joint venture of any kind between Drawmill Animation and any other person.
The client may not assign the benefit of this agreement or any right arising there from in any way whatsoever.
On completion of the Commission and payment of all Drawmill Animation’s accounts Drawmill Animation shall grant to the client a license to exploit the finished version of the works created in connection with the Commission for the purposes specified in the Commission. Copyright ownership of all characters and other design elements created for, or used within, the commission remains with Drawmill Animation, except where this has been explicitly transferred to the Client in writing.
Drawmill Animation reserves such rights as are necessary for Drawmill Animation to use the Works for its archive and/or any advertising of its business.