Terms and Conditions

GENERAL TERMS AND CONDITIONS

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 9 Appold Street, London, EC2A 2AP (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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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:
Day Rate
Hourly Rate
Weekend Rate
Department
Project Management
Project Manager
£250
£35
£350
Postproduction
Animator
£250
£35
£350
Video Editor
£250
£35
£350
Story Board Artist
£250
£35
£350
3D Designer
£250
£35
£350
VFX Artist
£250
£35
£350
Colour Grading
£250
£35
£350

         7. INTELLECTUAL PROPERTY

    • In this Agreement, “Intellectual Property” means the copyrighted works and other intellectual property, as well as inventions, usage patterns and designs, working methods, training and sales materials, computer programs, procedures, patents, trademarks, all copyrighted works and know-how as well as any works subject to intellectual property laws.
    • While performing the Tasks, the Contractor shall create Intellectual Property for the Customer (“Work”), the extent of which shall be determined on a case-by-case basis in the Order Form.
    • The Contractor warrants that the Work shall be the Contractor’s original creation and it shall not infringe on the intellectual property rights of any third party.
    • If the Order Form does not provide it otherwise in respect of the Intellectual Property the Fee includes the total consideration for the use, the handing over/making available of the Work. In all cases the Fee shall be determined in this regard.
    • If agreed in the Order Form, the Contractor shall upon payment of the Fee in full for the Work assign all Intellectual Property Rights in the Work to the Customer.

 

          8. TERM AND TERMINATION

    • This Agreement shall enter into force on the date of acceptance by the Customer and shall continue until terminated by either Party.
    • The Parties are entitled to terminate the Agreement with 30 days’ written notice sent to the other Party. However, during the notice period, the Parties are obliged to perform their contractual obligations, and the Contractor is obliged to perform the Tasks set out in any ongoing Order Form.
    • This Agreement shall be terminated in writing by the Parties in the event of a serious or repeated breach of contract by the other Party, where the other Party does not stop its breaching behaviour or fail to perform its obligation within 15 (fifteen) days after receiving the written notice of the other Party requesting it does so. It is a serious breach of this Agreement if the conduct of one of the Parties endangers the performance of the Agreement (or the Order Form) or seriously undermines the contractual interests of the other Party.
    • Upon termination of this Agreement or the Order Form, the Parties shall settle any outstanding sums within 30 (thirty) calendar days after termination.
    • Termination of the Agreement or the Order Form for any reason shall not affect the Customer’s obligation to pay for all Tasks performed.


           9. CONFIDENTIALITY

    • In this Agreement, “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such), which shall include but not be limited to the existence of this Agreement and any facts, information, other data, and any other information related to the operation and activities of the other Party, or any fact, information, other data or collection made from the latter which is related to the software development activity and the obtaining, utilisation of which or its disclosure to others would be detrimental to or would jeopardise the legitimate economic, financial, market or security interests of the Parties, know-how, software source code, information about the Parties’ employees, subcontractors, partners, suppliers information regarding the Parties’ financial and other business operations and transactions and the conception plans of the Customer.
    • Each Party undertakes that, except as provided by Clause 9.3 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 2 years after its termination:
      • keep confidential all Confidential Information;
      • not disclose any Confidential Information to any other party;
      • not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
      • not make any copies of, record in any way or part with possession of any Confidential Information; and
      • ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.
    • Either Party may disclose any Confidential Information to any sub-contractor or supplier of that Party, or as required by any governmental or other authority or regulatory body or use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
    • The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.


             10. DATA PROTECTION

    • The parties shall comply, at all times when carrying out their obligations under this Agreement, with applicable data protection legislation, including but not limited to the EU law retained version of the General Data Protection Regulation (2016/679) and the UK Data Protection Act 2018.


              11. LIABILITY

    • This Clause 11 sets out the entire financial liability of the Parties to each other for any breach of this Agreement, and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.
    • Subject to Clause 11.3, the Contractor shall not be liable to the Customer, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated saving, business interruption or management time, failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, or any special commercial, economic, indirect or consequential damage or loss that may be suffered by the Subcontractor that arises out of or in connection with this Agreement.
    • Nothing in this Clause 11 or in any other provisions of this Agreement shall:
      • limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury; or
      • any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or sections 2 or 11B of the Supply of Goods and Services Act 1982.
    • Subject to Clause 10.3, the total liability of the Contractor arising out of or in connection with this Agreement (whether in contract, tort (including negligence), restitution, for breach of statutory duty or misrepresentation or otherwise) shall be limited to the Fees paid to the Contractor under this Agreement in the 12 months preceding a claim.

              
               12. FORCE MAJEURE

    • Neither Party to this Agreement shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure”). 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 similar or dissimilar event or circumstance that is beyond the control of the Party in question.
    • In the event that a Party cannot perform its obligations as a result of Force Majeure for a continuous period of 30 days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Tasks completed up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.


                13. GENERAL

    • This Agreement (and all documents referred to herein, which for the avoidance of doubt shall include Order Forms) contains the whole agreement between the Parties with respect to its subject matter and supersedes any prior agreement between the Parties whether written or oral and such prior agreements are cancelled as from the date hereof and each Party acknowledges that it has no claim against the other in respect of any previous agreement.
    • This Agreement may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties
    • Any notice sent under this Agreement must be in writing and must be sent by email to the other Party’s last known contact email address. Time of delivery shall be the time of transmission. This shall not apply to the service of legal proceedings.
    • The Parties do not intend this Agreement or any part of it to be enforceable under or by virtue of the Contracts (Rights of third Parties) Act 1999 by any person who is not a party to this Agreement.
    • No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    • In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
    • This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the English law. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.