POD LDN

Last updated December 2022.

These general terms and conditions (“Agreement”) govern the relationship between:

• POD LDN Limited, a company registered in England and Wales under company number 12463577 with its registered office at 35 New Broad Street, New Broad Street House, London EC2M 1NH (the ”Contractor”); and
• The persons, company or legal entity that engages the Contractor to perform the Tasks and signs the Acceptance Sheet (the “Customer”),
  (together, the “Parties” and individually, a “Party”)

1. ENGAGEMENT OF THE CONTRACTOR
   • The Customer agrees that by signing the acceptance sheet (“Acceptance Sheet”) enclosed with this Agreement at Appendix no. 1, a legal contract is formed between the Parties for the provision of services (“Tasks”) within the scope of the Activity that are specified in detail within the Order Forms (the “Order Form”) in accordance with Clause 3.1. The template of the Order Form is enclosed with this Agreement at Appendix no. 2.
   • In the event of a conflict between the Order Form and this Agreement, the provisions of this Agreement shall prevail. The Order Forms are considered as inseparable parts of this Agreement and shall be interpreted together with this Agreement. The Parties agree that any deviation from the provisions of this Agreement in connection with the performance of the Order Forms may only be made by mutual written agreement of the Parties.
   • The Parties agree that the relationship between them is not exclusive and the Customer is not obliged to engage the Contractor to provide the Tasks.
   • The Contractor declares that it has all professional skills required to perform the Tasks and it will fulfil the Tasks in accordance with the generally accepted professional principles and promoting the Customer’s legitimate interest effectively.
   • The Contractor shall perform the Tasks in accordance with the Customer’s instructions but subject always to applicable law and regulations. However, the Customer shall not have the right to determine the organisation, schedule or completion of the Tasks, which is for the Contractor to determine.
   • If any data, information or other declarations are necessary for the Contractor to perform the Tasks, then the Customer shall provide them for the Contractor promptly upon request. If the Customer delays with providing the requested data, information or other declarations, then the Contractor shall not be responsible to the Customer for any such delays.
   • In the event that there is a request for additional work outside the scope agreed within an Order Form, the Contractor shall be entitled to quote an additional fee for the Tasks requested. The Contractor is not required to undertake additional Tasks without prior approval from the Client of the additional fee quoted.

2. STATUS OF THE CONTRACTOR
   • The Contractor’s relation to the Customer is that of an independent contractor and the Contractor shall have the status of a self-employed person or company. The Contractor shall be responsible for all local taxes and contributions (including, but not limited to, income tax and national insurance or any such equivalent tax, where applicable) in respect of all amounts paid or payable to the Contractor under or in relation to this Agreement.
   • The Customer hereby agrees to indemnify the Contractor in respect of any claims that may be made by the relevant authorities against the Contractor in respect of any such taxes and/or contributions, including interest and penalties, relating to the Tasks provided to the Customer under this Agreement.

3. DETAILED RULES OF THE PARTIES’ COOPERATION
   • Executing an Order Form
     • In all cases, the Customer shall specify the Tasks to be performed in writing via e-mail sent to the Client services email address: cs@podldn.com (“Briefing”), which shall contain every information and expectations necessary for the Contractor to perform the Tasks, especially the precise description of the Tasks and the planned deadline(s)
     • The Contractor shall within 1 (one) working days endeavour to examine the criteria communicated in the Briefing and shall initiate the clarification and mutual interpretation of the criteria in writing via email if necessary (”Rebriefing”).
     • After Briefing or Rebriefing, as applicable, the Contractor shall within 2 (two) working days the Contractor endeavour to make a detailed offer for performing the Tasks (“Offer”), which shall covers all cost factors, including, in particular, the cost of labour, costs and expenses incurred in production and implementation, and the number and names of employees assigned by the Contractor to perform the Task. When making the Offer, the Contractor at its sole discretion is entitled to specify the Offer on the basis of a fixed fee or based on the time and materials used.
     • The Customer shall (subject to production timings) to make a decision on the detailed Offer in writing by the means of email immediately but within 3 (three) days at the latest.
     • The Customer shall accept the Offer in writing, and the Order Form between the Parties shall be established for the Task in question. In all cases the Offer for the given Task and the detailed description of the Tasks become an inseparable part of the Order Form.
     • The Customer is required to use the Contractor’s briefing template, provided separately to the Customer, to detail Tasks. If there are assets to share and In order to ensure the relevant turnaround times the Customer must share all relevant assets with the Contractor using the POD server, via the Media Shuttle link (server subject to change).
     • The Contractor’s normal working hours are 9am to 6pm UK time, Monday to Friday, excluding English bank holidays. Where any out of hours work is requested, the following shall apply:
       • if work after 6pm on a working day is required, the Customer shall inform the Contractor during that day, before 4pm on the preceding day; and
       • if weekend work is required, the Customer shall inform the Contractor before 4pm on the preceding Thursday.
         The Contractor shall use best endeavours to provide such out of hours work.

• • Fulfilment of the Task, proofs of fulfilment, additional and extra works
    • The Contractor is entitled to engage subcontractors to complete the Activity at its own discretion, and the Contractor shall remain liable for any such subcontractors.
    • In case of the contractual performance of the Contractor the Customer shall issue a certificate of completion to the Contractor.
    • The Parties may also agree in the Order Form that the Contractor may be required to deliver Tasks to the Customer in stages (each a “Sub-Task”). In such cases, the Customer issues a separate certificate of completion to the Contractor for each of the Sub-Tasks after completion. Where there are Sub-Tasks required, the Customer shall examine the Sub-Tasks handed over to it immediately, but no later than within 3 (three) business days. The Customer is entitled to indicate to the Contractor, within the previous deadline, whether it requires any reasonable changes to be made to the Sub-Task,. The Contractor will, within 1 (one) working day, use reasonable endeavours to provide a timescale for the modifications or corrections to be made.
    • The Customer acknowledges that if it does not respond within 2 (two) days after receipt of the Task or Sub-Task(s) and indicate its possible modification or rectification request or does not issue the certificate of completion, the certificate of completion shall be considered as issued for the completed Task or Sub-Task(s).
    • The Contractor shall perform the work constituting the Order Form, but not taken into account when determining the Fee, and any work without which the Task may not be performed (“Extra Work”). The Contractor is also required to carry out the works order posteriorly, especially the one that were necessitated by a change of concept, if doing so does not render its task disproportionately burdensome (“Additional Work”). However, the Customer is obliged to reimburse the Contractor for any costs incurred in connection with the Extra Work, which was not foreseeable at the time of signing the Order Form. The Customer shall also be obliged to reimburse the Contractor for reasonable expenses incurred in carrying out the Additional Work.
    • The Contractor shall send the retained Customer a statement on the last working day of each month of the hours spent on the Tasks performed under each Order Form.

4. CUSTOMER OBLIGATIONS
   • The Customer shall provide the Contractor with all the information and data necessary for performing the Task.
   • The Customer is not allowed to contact the artists taking part in the performance of the Tasks directly, except with the prior written consent of the Contractor, nor is the Customer entitled to work with such artists unless through the Contractor.
   • If the Customer provides Intellectual Property (as hereinafter defined) to the Contractor, the Customer warrants that it is the owner or licensee of such Intellectual Property and it does not infringe the intellectual property rights of any third party. The Customer hereby indemnifies the Contractor for any claim made against it arising from the Contractor’s use of such Intellectual Property.

5. MUTUAL OBLIGATIONS OF THE PARTIES
   • The Parties shall act in good faith and interacting, representing and defending each other’s interests, communicating with each other on all relevant circumstances.
   • The Parties shall not disclose to third parties and handle strictly confidential, both during the term of this Agreement and for an indefinite period thereafter the existence and content of their co-operation, and present Agreement and the Order Form and any other information and documents that have been or will be provided to each other. The Parties warrant that their employees and any other person who has access to these information or documents for necessary and reasonable reasons, comply with the aforementioned obligation. In the event of termination of the Agreement or the performance of the Task set out in the Order Form, the Parties shall return to each other any documents and information that the other Party has provided to them.
   • Any communications relating to the Tasks should be sent to:

                         Our client service team:
                         E-mail: cs@podldn.com

                         The Parties are obliged to notify each other in writing immediately of any changes in their contact details.

6. FEES AND PAYMENT TERMS
   • The fee for each Task shall be specified in the Order Form (“Fee“) and unless specified otherwise shall include the Contractor’s costs in performing the Tasks.
   • The calculation of the Fee is at each times made in accordance with the rate card as stipulated at Clause 6.7.
   • In addition to the Fee, the Customer shall reimburse the Contractor for other costs – in addition to the costs of Additional Work – provided that the Contractor has previously requested the approval of the Customer in writing and the Customer has given its prior written consent in writing.
   • The Contractor is entitled to issue an invoice for the amount of the Fee in possession of the performance certificate issued by the Customer. The Customer may not be in delay with issuing the certificate of performance without a justifiable reason. The Customer shall pay the Fee and the costs to the Contractor by bank transfer within 30 calendar days from the receipt of the Contractor’s invoice or according to the schedule specified in the Order Form, after the receipt of the invoices certifying the costs and the Tasks carried out.
   • Shall the Contractor intend to issue its invoice electronically by accepting the terms of this Agreement the Customer gives its consent to the use of electronic invoice.
   • In the event of late payment of the invoices by the Customer, the Contractor shall be entitled to charge interest at a rate of 5% per annum above the Bank of England base rate accruing daily whether before or after judgement.
   • Rate Cards: