Terms and Conditions of Business: The following terms and conditions shall apply in relation to the supply of any services or goods, Facilities and Materials by We Are Fruition Ltd and to all contracts for the same entered into between Fruition and the Customer into all of which such contracts these terms and conditions are incorporated. They 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 Fruition and the Customer.

1. Definitions 1.1 Unless inconsistent with the context, in these terms and conditions: ‘Booking’ means the booking period for which Fruition has agreed to provide the Facilities to the Customer; ‘Confidential Information’ means all confidential or proprietary information relating to Fruition or its business or its subsidiaries or its assignees or its licensees or its clients or its 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); ‘Contractor Technology’ means mechanical devices, processes, contractor’s know how, source or object code or application software which are used as tools to create the Materials; ‘Customer’ means the person, firm or company using the services of Fruition; ‘Customer’s Property’ means any of the Customer’s works, tapes, films or other materials, equipment or other property which is the subject of the Facilities and is provided to Fruition; ‘Facilities’ means the pre/post-production equipment, personnel, creative and production facilities and services which Fruition is providing to the Customer in accordance with these terms and conditions; ‘Materials’ means all forms of audio or visual material including without limitation tapes, films, advertisements or other materials processed, produced or otherwise provided by Fruition pursuant to a Booking; ‘VAT’ means value added tax as provided for in the Value Added Tax Act 1994 and legislation (whether delegated or otherwise) supplemental thereto and any similar or turnover tax replacing or introduced in addition to the same.

2. Rates and Fees and Charges 2.1 The rates charged by Fruition are those agreed in the supply of any quotations or estimates to any person and constitute an invitation to treat. The Customer’s order is an offer and shall become binding only upon Fruition’s acceptance. The rates quoted exclude VAT, all media stock, courier and delivery charges, currency fluctuations, meals and long distance telecommunications expenses or any additional costs incurred by Fruition as a result of (i) Materials supplied by the Customer which, in the opinion of Fruition, are 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 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 after 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 Fruition reserves the right to change the rates quoted at any time without prior notice, or by written agreement with the Customer to agree to charge rates different from those specified in the rate card in respect of a Booking.

3. Estimates 3.1 Whilst the time and prices estimates given by Fruition are given in good faith and Fruition will endeavour to adhere to such estimates, time shall not be of the essence and is not guaranteed and Fruition 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 Fruition’s control and Fruition will not be liable for any failure to meet such estimates. Fruition 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 Fruition within 28 days of the date of invoice and Fruition reserves the right to charge interest at a rate of 4% above the then-prevailing base rate for sterling from time to time of the Bank of England or LIBOR (at Fruition’s option) on the late payment from the due date for payment until the date on which such payment is received in full by Fruition. 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, taxes, withholdings 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. Fruition shall be entitled in the event of nonpayment 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 Fruition. 4.3 Fruition 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, Fruition 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 Fruition less than one full 24 hour working day before the start of the Booking, the Booking will be charged at the full rate under Fruition’s rate card as 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 Fruition between five and one full 24 hour working days before the start of the Booking, the Booking will be charged at 50% of the full rate under Fruition’s rate card as at the date of cancellation 5.4 In addition to the above mentioned cancellation charges, Fruition will be entitled (in its absolute discretion) 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 Fruition pursuant to a particular booking: 6.1.1 The physical property in all Materials shall, notwithstanding delivery, remain vested in Fruition, and the Customer shall hold the same as a bailee of Fruition 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 Fruition shall have a general lien over any property of the Customer in Fruition’s possession for such monies due; and 6.1.3 The licence granted by Fruition to the Customer pursuant to clause (8.2) shall not take effect. 6.2 Furthermore, such property shall not pass to the Customer until Fruition has also received payment in cash or cleared funds of all monies due from the Customer to Fruition under any other Booking or business transaction. 6.3 The Customer hereby grants an irrevocable licence to Fruition so that it may enter upon any premises where the Materials 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 7 days of such monies becoming due, Fruition at its discretion shall be entitled to exploit or dispose of such property and apply any proceeds towards the monies due and any expenses incurred 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 Fruition will endeavour to deliver any Materials as soon as practicable after receipt of all sums due to Fruition from the Customer but Fruition shall not be responsible for any loss suffered by the Customer due to delay in delivery unless such loss has been caused by the gross negligence of Fruition.

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 Fruition save where the Customer has specified and Fruition 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 Fruition 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 Fruition.

8. Intellectual Property in Materials 8.1 All copyright in the sound recording, film and works resulting from the provision of the Facilities or embodied in any materials shall vest in, and be the exclusive property of, Fruition. 8.2 The Customer hereby irrevocably assigns to Fruition all copyright in the sound recording, film and all other rights in the nature of copyright subsisting in the work as created by the Customer in all media whether now known or hereafter created for the full period of copyright. 8.3 Subject to Fruition having received payment in cash or cleared funds of all monies due from the Customer to Fruition pursuant to a Booking, Fruition grants the Customer an exclusive licence to publish and transmit the finished Materials as a whole in their final form as supplied by Fruition for the purpose originally contemplated. 8.4 The Customer shall have no rights whatsoever (and undertakes not) to use any Materials or intellectual property rights of any type whatsoever contained in the Materials separately from the finished product of the provision of the Facilities as a whole or for any other purpose whatsoever. 8.5 Notwithstanding anything to the contrary contained herein, Fruition shall retain ownership and possession of, and shall not be required to deliver to the Customer, any Contractor Technology. Fruition shall own the Contractor Technology, as well as all intellectual property rights related to the Contractor Technology, including but not limited to, any copyright, design rights, trade marks, trade secrets or patents in connection therewith. Notwithstanding the foregoing, Fruition hereby grants to the Customer a non-exclusive licence in and to the Contractor Technology throughout the Booking, 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 undertakes to Fruition that it will (i) keep the Confidential Information secret and confidential (ii) ensure the Confidential Information is kept in a secure place (iii) not use or exploit the Confidential Information in any way other than for the services being provided hereunder (iv) not divulge the Confidential Information to any person (other than its professional advisers) (v) not make any copies of the Confidential Information and (vi) inform Fruition immediately on becoming aware or suspecting that the Confidential Information has been disclosed to an unauthorised third party. 9.2 Upon termination of the Booking, the Customer will return to Fruition any Confidential Information (without retaining copies thereof) and any equipment or other goods provided by Fruition (other than, for the avoidance of doubt, the Materials).

10. Fruition’s 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 Fruition 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 or 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 Fruition, then unless such delay, postponement, curtailment or cancellation shall have been caused by the gross negligence of Fruition, Fruition shall not be liable for any loss or damage suffered by the Customer by reason thereof; 10.1.3 Fruition 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 Fruition (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 Fruition by reason of death or bodily injury caused by Fruition’s negligence. 10.2 10.2.1 Save as otherwise expressly provided in these terms and conditions and to the fullest extent permitted by law, Fruition will not be responsible for any damage to or loss of any Customer’s property held by Fruition nor any loss (consequential or otherwise) arising in respect thereof, unless caused by Fruition’s 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 Fruition’s negligence during the Booking, Fruition’s liability shall be limited to the cost expended by the Customer in fees and charges charged by Fruition and shall not exceed £5,000 in respect of any one job subject to paragraph (10.2.3). 10.2.3 If the Customer notifies Fruition 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 the Customer agrees to reimburse Fruition with the cost of effecting special insurance cover for such property during the Booking in the sum stated by the Customer then, from the date on which such insurance is actually effected by Fruition, 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 Fruition will be held by Fruition 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 Fruition. 10.3 Fruition 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 Fruition will use its reasonable 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, Fruition shall not be responsible for ensuring that its equipment and the Facilities provided by it are suitable for the Customer’s purpose. 10.4 Fruition 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 Fruition’s adherence to the Customer’s instructions. 10.5 (a) The Customer shall indemnify and keep fully and effectively indemnified and hold harmless Fruition, its directors, shareholders, employees, attorneys, servants, sub-contractors and agents against all liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs and expenses of any nature whatsoever (including, but not limited to, legal fees, loss of reputation, loss of profits and expenses) arising directly or indirectly out of Fruition’s 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 or 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 any copyright in underlying materials processed by Fruition in the performance of its services 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 Fruition 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, and while uncollected by the Customer, such materials or Customer’s property shall be held by Fruition at the Customer’s risk as stated above.

12.Transfer of Obligations and Assignment 12.1 Fruition reserves the right to novate or sub-contract all or any part of its obligations to the Customer. 12.2 Any contract which is made between Fruition and the Customer is personal to the Customer and the Customer shall not assign or charge the benefit thereof without the express prior written consent of Fruition. For the avoidance of doubt, Fruition shall be entitled to assign the benefit of any contract made between Fruition and the Customer to a third party.

13. Credits 13.1 The Customer shall ensure that Fruition is given screen credits in respect of the Facilities supplied by Fruition in a form approved in advance by Fruition. The Customer hereby grants to Fruition 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 Fruition on the Customer’s behalf in order to promote or advertise Fruition’s business.

14. Representations and Warranties The Customer represents and warrants to Fruition that: 14.1 Before the commencement of the Booking 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 Fruition shall not be under any liability to the Customer as a result of Fruition being unable to perform any of its obligations or comply with any of the Customer’s instructions due to circumstances beyond its control including, but not limited to, industrial action taken by any person or persons, fire, casualty, riot, war, act of God, incapacity or death of any leading cast, artist, director or senior technician, destruction of or damage to any property whatsoever, terrorism, contamination and if Fruition is so unable, it shall at its option 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 or liability.

16. Termination by Fruition 16.1 Fruition 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: 16.1.1 If the Customer is at any time in breach of any obligation, representation, undertaking or warranty to Fruition, or any sum owing to Fruition by the Customer is overdue by more 7 days; or 16.1.2 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. 16.2 Upon any such termination, the Customer will pay to Fruition on demand all sums owing in respect of services already performed by Fruition, together with any interest accrued pursuant to paragraph (4.1) and including sums in respect of instructions given by the Customer before termination so as to fully indemnify Fruition in respect of all liabilities, costs and expenses 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, sent by email to Fruition at info@wearefruition.com and to the Customer at an email address used by the Customer for its day to day business affairs or sent by pre-paid first class post to the registered or business address of Fruition or the Customer. A notice shall be deemed to have been properly served if personally delivered, at the time of delivery, if by email, on the following business day in the United Kingdom after the email was sent 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 Fruition 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 Fruition 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 Fruition and the Customer shall be governed by and construed in accordance with English law and Fruition and the Customer agree for the exclusive benefit of Fruition that the English Courts shall have jurisdiction to settle any dispute relating thereto. 17.6 These terms and conditions contain the entire agreement between Fruition and the Customer with respect to the subject matter dealt with herein and supersede any previous agreements or understanding relating hereto.

18. GDPR Policy 18.1 We comply with the General Data Protection Regulation (2018) (“GDPR”) and any data held by us is held on the following basis as set out in the GDPR: consent, contract, legal obligation, vital interests, public task or legitimate interest and is only data relating to names, email addresses, telephone numbers and postal address as 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 then please email hello@wearefruition.com

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