Proto Imaging Terms and Conditions

Definitions
These terms and conditions apply to all assignments carried out on behalf of you, the client, by us, Proto Imaging (‘Proto Imaging’) or by Proto Imaging’s affiliates, agents and sub-contractors. References to Proto Imaging throughout include our affiliates, agents and sub-contractors where appropriate. You will be deemed to accept these terms and conditions in full unless you notify us and we agree to any variation in writing. These terms and conditions apply across our business including our specialist services.

Initial consultation
Our first meeting with you is free of charge and is without obligation. Subsequent time spent on the assignment, including attendance at meetings and other expenses, forms part of the billable assignment.

Price
Generally, at Proto Imaging we charge for our time in hour increments at an hourly rate quoted to you at the outset. Where appropriate we will agree a fixed package price or a monthly retainer either with a specific deliverable or a set number of hours committed. Once sufficient information has been provided to Proto Imaging we will provide you with a written quotation. If the specifications and/or schedules change during the assignment we will discuss with you any impact on the price, delivery time or quality and will agree a revised quotation with you in writing.

We are not VAT registered.

Billing and payment terms
If no billing date is specified in the quotation, payment is due within 14 days of the invoice date. If any phase of the assignment is delayed for longer than 30 days for reasons outside Proto Imaging’s control, we reserve the right to invoice for work completed to date. We reserve the right to charge interest on overdue payments at the rate of 12% per annum accruing daily from the due date.

Duration of contract
The duration and notice period for a fixed term contract will be specified in our written proposal to you. Unless we agree a fixed term contract with you, our contractual relationship shall be indefinite unless terminated by either party with one month’s notice.

Ownership and intellectual property
Unless otherwise stated by us in writing, the output from an assignment becomes your property, but only following receipt of the final payment. This ownership refers to the agreed final output, not [digital] construction files, preliminary work, and concept ideas. For example, where we create a 3D animation sequence, you will own the final output (i.e. final movie file), and we will retain ownership of the files used to construct the animation (e.g. scene data files, source images, 3D meshes etc.). Please note it is your responsibility for making sure that all materials supplied for reproduction or inclusion by Proto Imaging – including, but not limited to, all data, images, text, copy, testimonials and logos – may be reproduced legally without infringing the intellectual property rights of any third party. You agree to indemnify Proto Imaging against the full costs of any claim or loss incurred by Proto Imaging as a result of any breach.

Completion and sign-off
While we make every effort to ensure the accuracy of the output material, we cannot be responsible for the correctness of the final text (when large tracts of text are supplied for inclusion) and will require your written sign-off prior to completion of the assignment. If we do not receive your sign-off in writing, you will be deemed to have accepted the copy/output within 7 days of us submitting to you the copy/output for final review. We will assume that any of your employees or agents who purports to sign off material in writing has your actual authority to do so unless you notify us otherwise in advance.

Limitation of our liability
Proto Imaging accepts no liability for failure of delivery, loss or damage, including consequential damage, however caused. Any remedy shall be limited to a maximum of non payment of the contracted sum to Proto Imaging and deductions from the invoice shall be on a quantum merit basis. In particular, Proto Imaging shall not be liable for any costs, claims or damage arising out of any act of tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual or such, claim, damages or expenses on a time basis.

Confidentiality and privacy
We will treat all materials provided by you confidentially. All reasonable steps are taken to ensure that your data is secure. Please note that unless you specify otherwise we will use e-mail as the preferred medium for sending you material for approval and you accept the risks of doing so.

Sub-contracting and third party costs
We reserve the right to sub-contract services where appropriate. In the event that we do sub-contract we will notify the client. This will not affect your contract with Proto Imaging. Where we incur external costs on your behalf we may require advance payment and reserve the right not to proceed with the assignment if prompt payment is not received.

Delivery
Proto Imaging assumes no risk for losses or damage to products once they have left our or our agents’ office, workshop, print works, warehouse or similar. Please consider insuring any goods in transit or making arrangements for personal collection for valuable items. We will always endeavour to deliver projects to the required deadline, although due to the organic nature of the artistic process, delivery to these deadlines cannot be guaranteed, especially where the scope of the project changes.

Dispute resolution
Both parties shall endeavour to resolve any disputes through negotiation. Should negotiations fail, both parties shall resort to the English small claims court procedure where possible.

Governing law
These terms and conditions are governed by English law, and you and Proto Imaging submit to the exclusive jurisdiction of the courts of England and Wales.

Force Majeure
No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or [telephone service]. Any Party asserting Force Majeure as an reason to terminate the contract shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. Proto Imaging retains the right to invoice for work completed on a quantum basis up to the point of the Force Majeure.