Terms and Conditions of Business

ARK Studios Global Limited
Terms and Conditions of Business
GDPR Policy
ARK Studios Global Ltd. (trading name Ark Studios) comply with the GDPR and any
data held by us is held on the following basis provided in the GDP: Consent, Contract,
Legal Obligation, Vital interests, Public task or legitimate interest and is typically date
such as name, email, phone number and address which are necessary for us to
contact you and payment details if we pay money to you. If you have any issues or
would like to read our data protection policy or object to us holding your data and
would like us to delete it please email info@arkstudios.com
The following terms and conditions shall apply in relation to the supply of any
services or goods, facilities and materials by Ark Studios Global Limited or any of its
subsidiary or associated companies or divisions, to all contracts entered into
between ARK Studios Global Ltd. and the Customer.
These terms and conditions supersede all previous conditions and override any
alternative conditions stipulated or referred to by the Customer and constitute the
entire terms and conditions applicable to all or any agreement between Ark Studios
Global Ltd. and the Customer.
VAT No: 315 5610 26
Registered Address: The End House, The Common, Dunston, NR14 8PF
1. Definitions
1.1 Unless inconsistent with the context in these terms and conditions:
‘Booking’ means the booking period for which ARK Studios Global Ltd. has agreed to
provide the Facilities to the Customer;
‘Customer’ means the person, firm or company using the services of ARK Studios
Global Ltd.
‘Customer’s Property’ means any of the Customer’s works, drives, tapes, films or
other materials, equipment or other property which is the subject of the Facilities and
is provided to ARK Studios Global Ltd.
‘Facilities’ means the pre/post-production equipment, personnel, creative and
production facilities and services which ARK Studios Global Ltd. is providing to the
Customer in accordance with these terms and conditions;
‘Materials’ means all forms of visual or audio material including without limitation
drives, tapes, films, advertisements or other materials processed, produced or
otherwise provided by ARK Studios Global Ltd. pursuant to a booking.
2. Rates and Fees and Charges
2.1 The rates charged by ARK Studios Global Ltd. are those that are published from
time to time in ARK Studios Global Ltd rate-card. Publication by ARK Studios Global
Ltd. of its rate card and the supply of any quotations or estimates to any person
constitute an invitation to treat. The Customer’s order is an offer and shall become
binding only upon ARK Studios Global Ltd. acceptance.
The rates quoted do not include Value Added Tax (VAT), all media stock, courier and
delivery charges, currency fluctuations, meals and long distance communications
expenses or any additional costs incurred by ARK Studios Global Ltd. as a result of:
(i) Materials supplied by the Customer being in the opinion of ARK Studios Global
Ltd. in any way defective or in an unsuitable format or of an unsuitable quality or
(ii) The information supplied by the Customer or any third party in connection with
the its requirements does not provide a full and accurate indication of the work
involved or if such requirements are altered or added to by the Customer subsequent
to the date of the booking, and any such VAT or such further or additional costs or
expenses shall be paid by the Customer.
2.2 ARK Studios Global Ltd. reserves the right to change the rates quoted in the rate
card at any time without prior notice, or by specific written agreement with the
customer to agree to charge rates different from those specified in the rate card in
respect of a specific booking.
3. Estimates 3.1 Whilst all the time and prices estimates given by ARK Studios Global
Ltd. are given in good faith and ARK Studios Global Ltd. will endeavour to adhere to
such estimates, time shall not be of the essence and is not guaranteed and ARK
Studios Global Ltd. will not be bound by such estimates where they are not met due
to the Customer’s changes, failure to provide information or materials in a timely
fashion or other circumstances outside ARK Studios Global Ltd. control and ARK
Studios Global Ltd. will not be liable for any failure to meet such estimates. ARK
Studios Global Ltd. will not be responsible for any costs, charges or expenses
incurred by the Customer as a result of such failure.
4. Payment
4.1 Except where these terms and conditions provide otherwise, and subject to
paragraph (4.3) below, payment of all fees and charges incurred shall be made to
ARK Studios Global Ltd. within 30 days of the date of invoice and ARK Studios Global
Ltd. reserves the right to charge interest at a rate 4% in excess of the then-prevailing
Bank Base Rate or LIBOR (at ARK Studios Global Ltd. option) on late payment from
the due date for payment until the actual date of payment.
4.2 All sums payable by the Customer shall be paid in full and in the currency in
which they are invoiced without any deduction whatsoever, whether by way of setoff,
counterclaim or otherwise and for the avoidance of doubt the Customer shall not be
entitled to the benefit of any such deduction to which it might otherwise be entitled
in law or in equity. ARK Studios Global Ltd. shall be entitled in the event of
non-payment in whole or in part to enforce any judgment obtained in relation thereto
without any stay of execution pending the determination of any claim by the
Customer against ARK Studios Global Ltd..
4.3 ARK Studios Global Ltd. reserves the right to require payment of all fees and
charges, in full or in part, in advance of, or in installments during, the performance of
the Booking or the provision of the Facilities.
4.4 Any queries on the invoice must be raised within 7 days of the date of the
invoice.
5. Cancellation
5.1 In its absolute discretion, ARK Studios Global Ltd. may at any time permit
cancellation by the Customer of a booking or order and reserves the right to cancel
any booking or order in the event of any breach of these terms and conditions by the
Customer.
5.2 In the event of any such cancellation being permitted or instigated by ARK
Studios Global Ltd. less than one full 24 hour working day before the start of the
Booking Period, the booking will be charged at the full rate under ARK Studios Global
Ltd. rate card current at the date of cancellation or, if greater, at the agreed rate for
the Booking.
5.3 In the event of such cancellation being permitted or instigated by ARK Studios
Global Ltd. between five and one full 24 hour working days before the start of the
Booking Period, the booking will be charged at 50% of the full rate under ARK Studios
Global Ltd.’ rate card current at the date of cancellation 5.4 In addition to the above
mentioned cancellation charges, ARK Studios Global Ltd. will be entitled to be
reimbursed with any costs or expenses which it may have incurred arising from the
cancellation of the Booking.
6. Lien and Delivery
6.1 Until payment in cash or cleared funds of all monies due from the Customer to
ARK Studios Global Ltd. pursuant to a particular booking:
6.1.1 The physical property in all Materials shall, notwithstanding delivery, remain
vested in ARK Studios Global Ltd., and the Customer shall hold the same as a bailee
of ARK Studios Global Ltd. and shall store the Materials separately from its other
goods and keep full records of any third parties to whom it sells or disposes of the
same;
6.1.2 ARK Studios Global Ltd. shall have a general lien over any property of the
Customer in ARK Studios Global Ltd. possession for such monies due: and 6.1.3 The
licence granted by ARK Studios Global Ltd. to the Customer pursuant to clause (8.2)
shall not take effect.
6.2 Furthermore, such property shall not pass to the Customer until ARK Studios
Global Ltd. has also received payment in cash or cleared funds of all monies due
from the Customer to ARK Studios Global Ltd. under any other Bookings or business
transaction.
6.3 The Customer hereby grants an irrevocable licence to ARK Studios Global Ltd. so
that it may enter upon any premises where any material are stored or where they are
reasonably thought to be stored, during normal business hours, and repossess the
same.
6.4 If the Customer fails to make payment within 14 days of such monies becoming
due, ARK Studios Global Ltd. at its discretion shall be entitled to exploit or dispose of
such property and apply any proceeds towards the monies due and any expenses in
respect of such exploitation or disposal and shall, upon accounting to the Customer
for the balance (if any) remaining, be discharged from all liability in respect of any
such property.
6.5 ARK Studios Global Ltd. will endeavour to deliver any Materials as soon as
practicable after receipt of all sums due to ARK Studios Global Ltd. from the
Customer but ARK Studios Global Ltd. shall not be responsible for any loss suffered
by the Customer due to delay in delivery unless such loss shall have been caused by
the gross negligence of ARK Studios Global Ltd..
7. Insurance
7.1 Risk of damage to or loss of the Materials shall pass to the Customer at the time
when the Materials leave the premises of ARK Studios Global Ltd. save where the
Customer has specified and ARK Studios Global Ltd. has specifically agreed in
writing to make delivery itself or arrange for delivery through a third party at a
particular time and to a particular place, when the Materials are actually delivered to
that place, or if the Customer fails to take delivery, when delivery is tendered.
7.2 The Customer acknowledges that it is not possible for ARK Studios Global Ltd. to
obtain insurance against any lost costs of production arising from loss or damage to
the Customer’s property.
7.3 Accordingly, the Customer shall take out and maintain such insurance cover
against all risks as is necessary or usual in connection with production (including
pre/post production), including lost production costs caused on loss or damage to
the Customer’s property (and its content) whilst under the custody or control of ARK
Studios Global Ltd..
8. Intellectual Property in Materials
8.1 All Copyright in any recordings or other works resulting from the provision of the
Facilities and/or embodied in any materials shall vested in, and be exclusive property
of, ARK Studios Global Ltd.
8.2 Subject to ARK Studios Global Ltd. having received payment in cash or cleared
funds of all monies due from the Customer to ARK Studios Global Ltd. pursuant to a
Booking.
ARK Studios Global Ltd. grants the Customer an exclusive licence to publish and
transmit the finished Materials as a whole in their final form as supplied by ARK
Studios Global Ltd. for the purpose originally contemplated.
8.3 The Customer shall have no rights whatsoever (and undertakes not) to use any
Materials or intellectual property rights of any type whatsoever contained in them
separately from the finished product of the provision of the Facilities as a whole or
for any other purpose whatsoever.
8.4 Notwithstanding anything to the contrary contained herein, ARK Studios Global
Ltd. shall retain ownership and possession of, and shall not be required to deliver to
the Customer, any mechanical devices, processes, contractor’s know how, source or
object code or application software which are used as tools to create the Materials
(“Contractor Technology”). ARK Studios Global Ltd. shall own the Contractor
Technology, as well as all intellectual property rights related to the Contractor
Technology, including but not limited to, any copyrights, trademarks, trade secrets or
patents in connection therewith. Notwithstanding the foregoing,
ARK Studios Global Ltd. hereby grants to the Customer a non-exclusive licence in
and to the Contractor Technology in perpetuity, to the extent only that the same is
necessary for the exploitation of the Materials and all ancillary and allied rights
therein and thereto by the Customer as envisaged by the parties hereunder.
9. Confidential Information
9.1 The Customer shall take proper steps to keep confidential all confidential
information relating to ARK Studios Global Ltd. or its business or financial affairs or
the Facilities or other services provided by it, including any computer programs,
production techniques, Contactor Technology, databases and any original ideas and
concepts, knowhow, designs and processes incorporated in or inherent in the
materials, which information is disclosed to or obtained by the Customer pursuant to
or as a result of the provision of the facilities (other than information in the public
domain other than by reason of a breach by the Customer of this provision)
(‘Confidential Information’)
9.2 The Customer will not use or divulge any Confidential Information to any person
(other than its professional advisers) and upon the termination of the booking period,
the Customer will return to ARK Studios Global Ltd. any Confidential Information
(without retaining copies thereof) and any equipment or other goods provided by
ARK Studios Global Ltd. (other than, for the avoidance of doubt, the Materials).
10. ARK Studios Global Ltd.’ Liability
10.1 Save as otherwise expressly provided in these terms and conditions and to the
fullest extent permitted by law:
10.1.1 The supply to any Customer of Materials and facilities is entirely at the
Customer’s risk and ARK Studios Global Ltd. shall be under no liability to the
Customer or any other person for any direct, indirect or consequential loss or
damage arising from any defect in the Facilities and the Materials or any equipment
or tapes used in relation thereto;
10.1.2 If the use of the Facilities for the Booking is delayed, postponed,
curtailed or cancelled for any reason affecting ARK Studios Global Ltd., then unless
such delay, postponement, curtailment or cancellation shall have been caused by the
gross negligence of ARK Studios Global Ltd, ARK Studios Global Ltd. shall not be
liable for any loss or damage suffered by the Customer by reason thereof;
10.1.3 ARK Studios Global Ltd. shall not in any event be liable for economic loss
(including loss of profit or goodwill) or any indirect or consequential loss or damage;
and 10.1.4 All warranties, conditions, terms and representations relating to goods or
services supplied by ARK Studios Global Ltd. (whether expressly or implied by statue,
common law, use or otherwise) are hereby excluded.
Nothing herein shall be construed as excluding or limiting (or seeking to do so) any
liability on the part of ARK Studios Global Ltd. by reason of death or bodily injury
caused by ARK Studios Global Ltd.’ negligence.
10.2 10.2.1 Save as otherwise expressly provided in these terms and conditions and
to the fullest extent permitted by law, ARK Studios Global Ltd. will not be responsible
for any damage to or loss of any Customer’s property held by ARK Studios Global
Ltd. nor any loss (consequential or otherwise) arising in respect thereof, unless
caused by ARK Studios Global Ltd.’ negligence in which case paragraphs (10.2.2)
and (10.2.3) shall apply;
10.2.2 In the event of loss or damage to the Customer’s property caused by ARK
Studios Global Ltd.’ negligence during the booking period ARK Studios Global
Ltd.’liability shall be limited to the cost expended by the Customer in fees and
charges charged by ARK Studios Global Ltd. and shall not exceed £10,000 in respect
of any one job subject to paragraph (10.2.3).
10.2.3 If the Customer shall notify ARK Studios Global Ltd. during the Booking that
its property is valued by the Customer at a sum which exceeds the figure stated in
paragraph (10.2.2) and shall agree to reimburse ARK Studios Global Ltd. with the
cost of effecting special insurance cover for such property during the Booking period
in the sum stated by the Customer then, from the date on which such insurance is
actually effected by ARK Studios Global Ltd., the limitation of liability shall be the
sum actually insured and the figure in paragraph (10.2.2) shall not apply.
10.2.4 Subject to the above provisions of this paragraph (10.2), all of the Customer’s
property and all Materials held by ARK Studios Global Ltd. will be held by ARK
Studios Global Ltd. entirely at the risk of the Customer, irrespective of the cause of
any loss or damage and the Customer should insure the Customer’s property to its
full value against all risks and take and retain copies of all Customer’s property
before providing them to ARK Studios Global Ltd..
10.3 ARK Studios Global Ltd. shall make available its equipment and the personnel it
deems necessary to operate such equipment but the Customer shall satisfy itself
that the facilities are suitable for its purpose and while ARK Studios Global Ltd. will
use its best endeavours to ensure that all equipment and facilities perform in
accordance with the specification for such equipment and facilities unless expressly
agreed in writing at the time of the acceptance of the booking, ARK Studios Global
Ltd. shall not be responsible for ensuring that its equipment and the facilities
provided by it are suitable for the Customer’s purpose.
10.4 ARK Studios Global Ltd. shall not be liable for any reduction in the quality of its
services that may be caused by the quality of the Customer’s property or ARK
Studios Global Ltd.’ adherence to the Customer’s instructions.
10.5 (a) The Customer shall indemnify ARK Studios Global Ltd., its directors, and
employees, servants, sub-contractors and agents all liabilities, actions and losses,
claim, proceedings, judgement, damages, obligations, costs and expenses of any
nature whatsoever (including, but not limited to, legal fees, costs and expenses)
arising directly or indirectly out of ARK Studios Global Ltd.’ provision of services
hereunder or in connection with the Customer’s property or the acts or omissions of
the Customer, its servants, agents or representatives, or any breach by the Customer
of any of its representations, warranties other obligations in these terms and
conditions (including, but not limited to, claims by any third party for breach of
copyright or defamation relating to any materials or Customer’s property or any
failure by the Customer to observe the provisions and requirements of any applicable
agreements).
(b) Each of the parties acknowledge and agree that copyright in underlying materials
processed by ARK Studios Global Ltd. in the performance of its services and / or
embodied in the Materials may be owned by third parties and that the use by the
Customer of the Materials shall always be subject to the Customer obtaining all and
any necessary consents and licences from those third party owners.
11. Non-Collection
11.1 ARK Studios Global Ltd. shall be entitled to destroy, erase or otherwise dispose
of as it thinks fit any materials or Customer’s property in its possession and
uncollected by the Customer after the expiration of three months from the end of the
booking period, and while uncollected by the Customer, such materials or
Customer’s property shall be held by ARK Studios Global Ltd. at the Customer’s risk
as stated above.
12. Transfer of Obligations
12.1 ARK Studios Global Ltd. reserves the right to assign or sub-contract all or any
part of its obligations to the Customer.
12.2 Any contract which is made between ARK Studios Global Ltd. and the Customer
is personal to the Customer, who shall not assign or charge the benefit thereof
without the express prior written consent of ARK Studios Global Ltd..
13. Credits
13.1 The Customer shall ensure that ARK Studios Global Ltd. is given screen credits
in respect of the Facilities supplied by ARK Studios Global Ltd. in a form approved in
advance by ARK Studios Global Ltd.. The Customer hereby grants to ARK Studios
Global Ltd. a perpetual and royalty-free licence to refer to the Customer and to use all
or any part of the Materials processed or produced by ARK Studios Global Ltd. on the
Customer’s behalf in order to promote or advertise ARK Studios Global Ltd.’
business.
14. Representations and Warranties The Customer represents and warrants to ARK
Studios Global Ltd. that:
14.1 Before the commencement of the booking period it will obtain all consents
licences and clearances required from the performers, copyright owners and any
other person having any right or interest in connection with any of the Customer’s
property; and
14.2 Nothing contained in the Customer’s property will be defamatory, offensive,
obscene or otherwise unlawful or in breach of any intellectual property or any other
right of any third party.
15. Force Majeure
15.1 ARK Studios Global Ltd. shall not be under any liability to the Customer as a
result of ARK Studios Global Ltd. being unable to perform any of its obligations or
comply with any of the Customer’s instructions due to circumstances beyond its
reasonable control, including but not limited to, industrial action taken by any person
or persons, and if ARK Studios Global Ltd. is so unable, it shall at its option either be
entitled to perform such obligations or comply with such instructions as and when it
is reasonably able to do so or to treat itself as wholly or partly released from all such
obligations or instructions liability.
16. Termination by ARK Studios Global Ltd.
ARK Studios Global Ltd. shall, without prejudice to any other right or remedy which it
may have, be entitled to terminate all of its obligations to the Customer upon the
happening of any of the following events:
16.1 If the Customer is at any time in breach of any obligation or representation or
warranty to ARK Studios Global Ltd., or any sum owing to ARK Studios Global Ltd. by
the Customer is overdue by more 14 days; or 16.2 If the Customer makes or offers to
make any compensation with creditors or enters into a voluntary arrangement or if a
bankruptcy petition is served on the Customer or (if the Customer is a limited
company) any resolution or petition to wind up the Customer’s business is presented
or if a receiver or administrative receiver is appointed to deal with any part of the
Customer’s assets. Upon any such termination, the Customer will pay to ARK Studios
Global Ltd. on demand all sums owing in respect of services already performed by
ARK Studios Global Ltd., together with relating to instructions given by the Customer
before termination. So as to fully indemnify ARK Studios Global Ltd. in respect of all
liabilities incurred in consequence of compliance with the Customer’s instructions.
17. General
17.1 All notices given in accordance with these terms and conditions shall be in
writing and may be delivered personally or sent by pre-paid first class post to the
usual or last known address of ARK Studios Global Ltd. or the Customer. A notice
shall be deemed to have been properly served if personally delivered, at the time of
delivery, and if posted, forty-eight hours after posting. In providing service it shall be
sufficient to show that the notice was delivered to the correct address or that the
envelope containing the notice was properly addressed, prepaid and posted.
17.2 No variation of these terms and conditions shall be effective unless made in
writing and signed by a duly authorised director of ARK Studios Global Ltd. and the
Customer.
17.3 If any provision of the terms shall be adjudged by a Court to be void or
unenforceable, the same shall in no way affect any other provision of this contract or
the validity or enforceability of the contract generally.
17.4 Any failure or delay by ARK Studios Global Ltd. in exercising or enforcing any
rights conferred by these terms and conditions shall not be deemed to be a waiver
thereof or operate so as to bar the exercise or enforcement of such rights at any
time.
17.5 The contract between ARK Studios Global Ltd. and the Customer shall be
governed by and construed in accordance with English law and ARK Studios Global
Ltd. and the Customer agrees for the exclusive benefit of the ARK Studios Global Ltd.
that the English Courts shall have jurisdiction to settle any dispute relating thereto.