Terms and Conditions

Application and entire agreement with Cross Productions Ltd

These Terms and Conditions apply to the provision of the services detailed in our Confirmation of Order from Cross Productions Ltd a company registered in England and Wales under number 08433121 whose registered office is 17 Mandervell Road, Oadby, Leicester, LE2 5LR (we or us) to the person buying the services (you).

You are deemed to have accepted these terms and conditions when you accept our confirmation of order or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our confirmation (the contract) are the entire agreement between us. For the avoidance of doubt, acceptance of the Confirmation of Order can be in the form of an email. These Terms and Conditions shall supercede all previous Terms & Conditions issued by the Company.

You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf whether verbally or in writing. These Conditions apply to the Confirmation to the exclusion of any other terms you try to impose or incorporate, or which are implied by trade, custom, practice or of course dealing.

If any provision of the Agreement is found to be invalid or unenforceable such invalidity or unenforceability shall not affect any other of the provisions. If any provision is determined to be invalid or enforceable, if at some point the provision was deleted or amended then the provision in question shall apply with the modifications as may be necessary to make it valid and enforceable.

Interpretation

A ‘business day’ means any day other than Saturday and Sunday or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation or importance. Words imparting the singular number include the plural and vice versa.

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Proposal, including and specification in all material respects. We can make any change to the Services which are necessary.
  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Proposal; however, time shall not be of the essence in the performance of our obligations.
  3. All Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your Obligations

  1. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, material, properties and any other matters which we need to provide the Services.
  2. If you do not comply with clause 4, we can terminate the services in accordance with the terms of Communications contained herein.
  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of the

    sections (Your Obligations).

  4. We are not liable for any publication errors where content or information was sent to you for proofing and a response was not received

    by the deadline date stated.

Fees

  1. The Fees for the Services are set out in the confirmations and are on a time and material basis.
  2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses,

    hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the

    performance of the Services, and c) the cost of materials required for the provision of the Services.

  3. You must pay us for the additional services provided by us that are not specified in the Confirmation in accordance with our then

    current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provision of clause

    14 also apply to these additional services.

  4. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

12. We can withdraw, cancel or amend a Proposal if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the Proposal, (unless the Proposal has been withdrawn).

  1. Either we or you can cancel an order for any reason prior to your acceptance of the Proposal.
  2. 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 changes and additional costs will be included in the Fees and invoiced to you.

  3. If, due to circumstances beyond our control, including those set out n the clause below (Circumstance beyond a party’s control). We

    have to make any changes in the Service or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such change to a minimum.

Payment

16. For retained services payment will be monthly, with three months payment due in advance of the services starting with 9 equal payments thereafter.

  1. For ad-hoc media services 50% of the agreed payment will be required on delivery of proof, with the remaining 50% being due prior to print.
  2. For Event Bookings the full amount of payment will be due once the Confirmation of Order has been received.
  3. You must pay the Fees due within 21 days of the date of invoice or otherwise in accordance with any credit terms agreed between us.
  4. Time for payment shall be of essence for the Confirmation.
  5. Without limiting any other rights or remedy we have for statutory interest, if you do not pay within the period set out above, we

    will charge you interest at a rate of 8.5 % per annum above the base lending rate of the Bank of England from the time on the amount

    outstanding until payment is received in full.

  6. 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 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.

  7. If you do not pay within the period set out above, we can suspend any further provision of Services and in addition, at our preference,

    cancel any future services which have been ordered by, or otherwise arranged by you, however, if this is necessary cancellation fees in

    accordance with the clauses below will be due and payable by you.

  8. Receipts for payment will be issued by us only at your request.
  9. All payments must be paid directly into our bank account as stated on your invoice or paid on debit or credit card unless otherwise

    agreed in writing between us.

  10. If sums remain unpaid and owing, we will seek to recover all and any legal costs from you for the costs of recovery, whether this

    requires County Court proceedings, or otherwise.

Sub-Contracting and assignment

27. We can at any time assign, transfer, charge, subcontract or deal in any manor with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manor any or all of our obligations to any third party.

28. You must not, without our prior written consent, assign, transfer, change, subcontract or deal in any other manner with all or any of you rights or obligations under these Terms and Conditions.

Termination

29. We can terminate the provision of the Services immediately if you:

  1. a  Commit a material breach of your obligations under these Terms and Conditions; or
  2. b  Fail to make pay any amount due under the Contract on the due date for payment; or
  3. c  Are, or become, in our reasonable opinion, or are about to become, the subject of bankruptcy order or take advantage of any other

    statutory provision for the relief of insolvent debtor; or

  4. d  Enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its

    creditors; or

  5. e  Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administration or

    administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Early Cancellation

30. You have the right to cancel any retained services contract by serving three months notice. In the event of such early cancellation you shall, immediately pay to us a sum equal to one half of the remaining charges which would otherwise be due to us. The parties agree and confirm that the remaining charges would otherwise be due to us. The parties agree and confirm that the payment so due on the early cancellation is a genuine pre-estimate of the loss which we will suffer as a consequence and takes into account the resources and expense already incurred by us in providing the services over the contract term.

Late Cancellation

31. We will not accept late cancellations of orders. Late is defined as within 72 hours of the agreed deadline. If cancellation is served within 72 hours of the agreed deadline, the full agreed charges would otherwise be due. If notice is served outside of the 72 hour period prior to the deadline, the loss that we have incurred will be due by you as a result of the cancellation.

Intellectual property

32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

33. 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.

34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the Proposal for:

  1. a  Any indirect, special or consequential loss, damage, costs, or expenses; or
  2. b  Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or,

    other third party claims; or

  3. c  Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
  4. d  Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
  5. e  Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the

    Services or any goods supplied in connection with the Services.

  1. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any

    equipment (including that belonging to third parties) caused by you or your agents or employees.

  2. 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.

Data Protection

38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

  1. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/ or re-enacted from time to time.
  2. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
  3. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not refrain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or third party’s purposes.
  4. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
  5. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

44.Further Information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found online at www.crossproductions.co.uk. For any requirements or complaints regarding data privacy, you can contact at the following email address: info@crossproductions.co.uk

Circumstance beyond a party’s control

45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from a 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.

Communications

46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

47. Notices shall be deemed to have been duly given:

  1. a  When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
  2. b  When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
  3. c  On the fifth business day following mailing, if mailed by national ordinary mail; or
  4. d  On the tenth business day following mailing, if mailed by airmail.

48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor x–stop further exercise of any other right, or remedy.

Severance

50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Unless otherwise stated, within 14 days of confirmation in writing to info@crossproductions.co.uk these Terms and Conditions stand.

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