1. Definitions 

In the context of these Terms the following words and expressions shall have the following meanings: 

“Additional Services” means services performed by the Company for the Client in relation to the Project in excess of Services specified in the Invoice; “Agreement” has the meaning ascribed to it at clause 

2.1. “Quotation Request” means a request for Services made by a representative of the Client. “Business Day” means any day (other than a Saturday or Sunday) on which clearing banks are ordinarily open for business in the state of New Jersey. “Client” has the meaning ascribed to it in the Agreement. 

“Client Materials” means any material including but not limited to video tape, film, artwork, magnetic media and/or other media delivered to the Company by the Client relating to the performance of the Services and/or released by the Company for delivery pursuant to the completion of a Project together with any other products of the Services. “Current Rates” means the Company’s standard rates from time to time in relation to digital content and post production services. “Fee(s)” means the sums that the Client shall pay to the Company in consideration of the Company’s provision of the Services pursuant to an Invoice. “Master Files” means following ‘QC’ the delivery of highest quality audio and picture file to the Client. “Loss” means any damages, loss, costs, claims or expenses of any kind. “New Client” has the meaning ascribed to it at clause 

4.1. “Notice” has the meaning ascribed to it at clause 20.4. “Normal Operating Hours” means the Companys standard hours of operation. “Premises” means any land, building and/or facility owned and or controlled by the Company or any of its affiliated companies. “Quotation Request” has the meaning ascribed to it in the term.  “Invoice” payment  request  for  supply  of  services  “Quotation” means a written quotation from the Company in response to a Quotation Request. “Staff” means any officer, servant, agent, employee or subcontractor of a company subject always to clause 8 of these Terms. “the Company” has the meaning ascribed to it in the Agreement. “Services” means the services to be performed by the Company for the Client as set out in the Invoice. “Terms” means these terms and conditions. “Deposit” means the initial payment made for provision of service (50% of total due) “Payment Terms” means the agreed upon terms by The Company and the Client for provision of services or additional services and everything related to “Business E-mail” means the email address of the Company which is 1016post@gmail.com “Force Majeure” has the meaning ascribed to it in clause 13

2 . Orders and Bookings 

2.1 On receipt of a Quotation Request the Company may submit to the Client a Quotation. The Client may agree upon the quoted monetary compensation sufficient for the performance of services specified in the Quotation Request. Upon acceptance of the Quotation by the Company, (an “Invoice”) a payment request for the supply of the Services shall exist, which shall be subject to these Terms (together, the “Agreement”). 

2.2 The Client agrees that the provision of all Services and/or all Additional Services by the Company to the Client shall be governed by these Terms and not by any other terms and conditions contained or referred to elsewhere.  If the Company commences performance of the Services at the Client’s instance the Company will consider that by the Client’s conduct the Client has accepted these Terms.  Any different, conflicting or additional terms in any other document  are objected to and deemed rejected unless expressly approved by an officer of the Company in writing. 

2.3 If prior to the commencement of the provision of the Services circumstances arise which result in delay to the provision of Services, the Company may postpone the commencement of the Services until such date as shall be agreed between the parties in good faith.  The Services shall be deemed to commence upon such substituted date.  The Company will use reasonable endeavors to keep the Client informed of relevant information regarding such postponement. 

3. Quotations and Charges 

3.1 Charges pertaining to the Services and/or Additional Services shall be calculated in accordance with the prevailing Current Rates at the date of a valid Quotation. 

3.2 The Company reserves the right to increase the price of any service (including additional  services and all things related)

3.3 If a Client is responsible for errors and/or omissions for a Project and/or 

has provided unsuitable Client Materials, quoted charges may be changed

4. Cancellation 

4.1 The Client shall inform the Company in writing if it wishes to cancel a Project and the Company shall be entitled but not obliged to accept a booking or bookings from a third party or third parties (each a “New Client”) for the relevant part(s) of the Services during the period specified in the cancellation (each a “New Project”). The Client has (48 hours) from time of deposit to submit cancellation for 100% refund. If cancellation is done after 48 hours of initial deposit the Client forfeits 100% of deposit. 

4.2 There are no refunds for cancellations of projects deed ‘urgent’

5. Client Materials 

5.1 The Client shall insure all Client Materials against all risks whilst the same are in possession and under the control of the Company. 

5.2 Where the Company uses Client Materials for the provision of Services the Client warrants that the work (i) will not infringe any copyright, trademark, or proprietary interest of any third party; (ii) does not contain any matter defamatory of any party; (iii) is not offensive or obscene; and (iv) is not illegal or tortious.  

5.3 Unless special provisions have been made in writing between the Company and the Client, the Company reserves the right to maintain the completed project to utilize in but not limited to marketing agendas. Unless otherwise expressed by Client in written form.

6. Collection, Delivery and Risks 

6.1 Any delivery and/or collection dates given by the Company to the Client are approximate and time shall not be of the essence of any contract and the Company shall not be responsible or liable to the Client or any third party in the event of any delay. 

6.2 In addition to the Fees, the Client shall be charged for any services provided by the Company to accommodate any delay in the performance of the Services caused either in whole or in part by the Client for whatever reason. 

6.3 If the Services are performed at the Client’s premises, all reasonable transport (including but not limited to courier and taxi) expenses incurred by the Company in the provision of Services shall be reimbursed by the Client on request or invoiced directly to the Client. 

6.4 If for any reason the Client does not accept delivery or collect the Client Materials at the time they are due for collection or delivery, the Company may, but shall not be obliged, to store and/or insure the Client Materials pending such collection or delivery and the Client shall be liable to the Company for the cost thereof.  The risk of any Loss or damage howsoever arising shall continue to be borne by the Client. 

6.5 All transport and/or delivery relating to Client Materials shall be entirely at the Client’s own risk and the Client shall be entirely responsible for the arrangement of such transport and/or delivery and the costs thereof (including any special packaging required by the Client). 

6.6 Following receipt of Master File, the Company shall not be obliged to make further changes to the delivered materials and shall under no circumstances be responsible or liable for any third-party costs for correcting any elements created using the Master File materials. 

7. Company and other regulations 

7.1 The Client shall ensure that all its Staff shall, at all times observe and fully comply with such company and/or health and safety regulations as the Company shall from time to time prescribe.   

7.2 The Company shall be entitled to refuse entry to, or remove from the Premises any person not bona fide employed by or acting on behalf of the Client or acting in accordance with the Client’s instructions in connection with the Client’s use of the Services or any other person who fails to comply with the Company’s regulations or any provision of the Agreement or whom the Company reasonably considers (in its absolute discretion) to be a nuisance or danger to others at the Premises. 

7.3 If the Client requires the presence of guests at the Premises, the Client shall ensure that all appropriate regulations and precautions in respect of the safety of such guests are observed. 

7.4 Minors are brought onto the Premises entirely at  the Client’s risk. The Client shall ensure that any such minors are adequately supervised at all times. 

7.5 The Company shall be entitled, without prejudice to any other rights it may have, to prevent or otherwise preclude the Client or its Staff from carrying out any activity which, in the opinion of the Company and/or any inspector, poses an unacceptable risk of damage to property, injury or loss of life. 

8. Freelance Staff 

In the event that the Client requests that any Services are provided by a specific, named individual who is not an employee of the Company, the Company may decide at its absolute discretion to supply the services of such individual as part of the Services but shall not be in any way obliged to do so and the Client shall assume and retain liability for the activities of such individual for the duration of the period of the Services as if they were Staff of the Client. 

9. Payment 

9.1  Upon approval of the Quotation, the Client will be invoiced for deposit (50% of total due). The Company is not obliged to provision of service(s) until deposit is received. The Client will be invoiced as  per  agreed upon ‘Payment Terms’. Unless otherwise agreed between the parties, all fees and other charges due from the Client to the Company under the Agreement shall be invoiced by the Company and paid by the Client as per agreed upon payment terms.  The Client shall pay all such fees and charges to the Company accordingly.  

9.2 There are no deposits for Projects deemed ‘Urgent’. Total Invoice payment is due before provision of services. 

9.3  The Company is entitled to charge interest on all overdue invoices at a rate of 4% (four percent) of the remaining total due. The Client shall reimburse the Company for any costs, including but not limited to all reasonable attorneys fees and costs , Incurred in recovery of overdue  and/or for any client breach of this agreement. 

10. Rights 

The Company acknowledges and agrees that all rights, title and interest of every kind and nature in and to the raw Client Materials is the Client’s sole and exclusive property, and the Client has the sole right to use (or not to use) all or any part of it in its sole discretion. For the avoidance of doubt, the Client shall own all of the intellectual property rights in and the Production of all raw media whether now known or hereafter devised, throughout the universe including, but not limited to, all raw Client Materials and technical and master material and copies in any format including, but not limited, to negatives, dailies, out-takes, relating to the Production. 

11. Liability 

11.1 Except as otherwise expressly provided in this clause 12 all warranties or other similar terms implied by statute, common law or custom are excluded to the fullest extent permitted by law. 

11.2 Subject to clause 11.4 the Company’s aggregate liability (whether such liability arises in contract, tort (including negligence) or otherwise) to the Client for Loss arising out of or caused or contributed to by the Company in connection with any Project shall not in any circumstances exceed in aggregate an amount equal to sums paid by the Client to the Company in respect of the Fees pursuant to such Project. 

11.3 Notwithstanding any other provision of these Terms, but subject always to clause 11.4, the Company shall not under any circumstances be liable to the Client (whether such liability arises in contract, tort (including negligence) or otherwise) for: 

11.3.1  loss of profit, loss of or damage to data prior to confirmed receipt by the company, loss of revenue, loss of anticipated savings or interest, loss of or damage to reputation or goodwill, loss of business and/or contract or any indirect, special or consequential damages, in each case whatsoever and howsoever caused, including, without limitation, by breach of contract, breach of statutory duty or negligence; and/or 

11.3.2  any Loss to the extent that it results from any act or omission of the Client (or any of its staff) or any failure or delay by the Client (or any of its Staff) to perform any of its obligations under the Agreement. 

11.4 Nothing in the Agreement shall exclude or restrict the Company’s liability for fraud, death, personal injury resulting from its own negligence (or the negligence of its Staff) or any other liability which may not by law be excluded or restricted. 

11.5 Prior to receipt The Company shall not be liable to the Client for any Loss or damage to any image, sound, picture, music, work or any other intangible property recorded on or incorporated into or in any other way relating to the Client Materials. The Company’s liability for Loss or damage to the Client Materials shall be limited to the replacement costs of the tangible property. 

11.6 The Client agrees to indemnify the Company against (i) third party claims for infringement of copyright or other intellectual property rights; and (ii) any third-party claims brought against the Company arising due to the negligence, default, breach of statutory duty or breach of the Agreement by the Client. 

11.6.1 The Client warrants that nothing whatsoever shall be included in the Recording (or any software introduced by the Client) which constitutes a breach or infringement of any copyright or which shall be in any way illegal, scandalous, obscene or libelous and the Client will indemnify the Company against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Company in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer’s advice in respect of any such claim.

11.7 The Client agrees to take all reasonable precautions to protect goods and/ or equipment on loan or hire from the Company against Loss or damage and all such goods and/or equipment remain the sole property of the Company at all times and the Client must not sell, loan, assign, pledge, encumber, part with or suffer any lien to be created over any such goods. 

12. Waiver of injunctive relief 

In the event of any claim by the Company against the Client, whether or not material, the Company shall be limited to remedy at law for damages, if any, and the Company shall not be entitled to enjoin, restrain or interfere with the production, advertising, publicity, exhibition, distribution or exploitation of the Client’s photography and/or sound recordings. 

13. Force Majeure 

13.1 Force Majeure will be defined as such “unforeseeable circumstances that prevent someone from fulfilling a contract.” 

13.1.1 The Company shall not be liable to the Client for any delay in performing or for any failure to perform its obligations under the Agreement if and to the extent that such delay and/or failure results from any event or circumstance beyond the Company’s reasonable control including but not limited to global pandemics, earthquakes, fire, force of nature (a “Force Majeure Event”). 

13.2 If the Company shall be affected by a Force Majeure Event such that it cannot perform the Services or any part thereof it shall notify the Client as soon as reasonably practicable of the nature and extent of its inability to perform and if the Force Majeure Event in question prevails for a continuous period in excess of 14 (fourteen) days either party shall be entitled to give notice to the other to terminate the Project but without prejudice to the rights and remedies of either party in respect of any antecedent breach. 

14. Termination 

14.1 The Company may terminate any Project on giving written notice to the Client in the event of: 

14.1.1  the Client defaulting in payment of the Fees or any other sums due to the Studio; 

14.1.2  the Client ceasing to carry on business, being unable to pay its debts, being subject to an administration order, receivership, winding up, bankruptcy or moratorium provisions; and/or 

14.1.3  the Client being in breach of clause 15 or 16; 

14.1.4  any breach by the Client or any of its Staff of any provision of these terms which if capable of being remedied is not remedied within two (2) Business Days of notice from the Company to the Client identifying such breach and requiring it to be remedied. 

14.2 On termination of an Project for any reason the Client shall ensure that all Client Materials are immediately removed from the Premises failing which the Company shall have the right to remove and/or store such items at the Client’s risk and expense or retain, destroy or otherwise dispose of the same. 

15. Anti-Slavery and Human Trafficking 

It is the policy of each of the parties to comply with the anti-slavery and human trafficking laws of the United States and any other applicable antislavery laws and legislation anywhere in the world which, inter alia, prohibit slavery, servitude and forced or compulsory labour and human trafficking (including an offense committed by aiding, abetting, counseling or procuring the same). 

16. Bribery and Corruption 

The Client shall comply fully with the anti-corruption laws of the United States (including without limitation, the  American Anti-Corruption Act), and any other applicable anti-corruption laws and legislation anywhere in the world. 

17. Confidentiality 

17.1 The Client shall treat all information concerning the business of the Company acquired by it during the course of doing business with the Company as confidential except to the extent that the information (i) is now or shall hereafter have entered into the public domain otherwise than as a consequence of an unauthorized disclosure by the Client or any third party; (ii) is rightfully and without restriction on disclosure or use known to the Client prior to the date of disclosure by the Company to the Client or required by the law to be disclosed; or (iii) is required to be disclosed by law and in such event the Client shall inform the Company prior to such disclosure so far as possible within the law. 

17.2 The Company shall use its reasonable endeavors to keep the Client Materials confidential but shall not otherwise owe the Client any duty of confidentiality in relation to the same. 

18. General

18.1 None of the rights or obligations of the Client under the Agreement may be assigned or transferred in whole or in part without the prior written consent of the Company. 

18.2 The Company shall be entitled to sub-contract or otherwise assign any of its obligations under the Agreement.  

18.3 Any notice, consent, request, demand, approval or other communication to be given under or in connection with the Agreement (each a “Notice”) must be in English, in writing and sent to the official business email address 1016post@gmail.com. The Client will receive a read receipt or delivery confirmation to confirm the Company has received such notice. If the Client is not able to deliver such notice electronically via email, the only alternate delivery method allowed is a physical letter sent via certified mail to the Company official  business  address 45 Sussex Avenue, Newark NJ. 

18.4 The invalidity or un-enforceability for any reason of any part of these Terms shall not prejudice or affect the validity or enforceability of the remainder of the Terms. 

18.5 No failure or delay by any party in exercising any remedy, right, power or privilege under or in relation to the Agreement shall operate as a waiver of the same and no single or partial exercise of any remedy, right, power or privilege by any party under or in relation to the Agreement shall preclude any other or further exercise thereof or the exercise of any other such remedy, right, power or privilege. 

18.6 These Terms are subject to the laws of the state of New Jersey and all disputes arising out of or in connection with any agreement between the Company and the Client shall be subject to the exclusive jurisdiction of the courts of New Jersey.

18.7 Nothing in the Agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of employer and employee between the parties nor appoint either party as the agent of the other party for any purpose.