1. Definitions
    1. “Amendments” means the modifications requested by Customer on the First Draft
    2. “Company” means On A Boat Limited whose registered office is at SouthDock Marina, Rope
      Street, Surrey Quays, London, SE16 7SZ, company registration 09571897
    3. “Customer” means any person, firm, body corporate to which Product has been supplied, as
      identified on the Order Agreement (Did we call it an Order Agreement?)
    4. “First Draft” means the first delivery of Product to the Customer
    5. “Final Version” means the Version of the Product after the Amendments have been added
    6. “Product” means any Video, Photograph, or other Digital based work created by Company
  2. General
    1. This agreement shall apply to the Customer’s licensing of Product and shall apply to the exclusion of all oral representations and any other terms and conditions on any purchase order or any other documents prepared by the customer.
  3. Price, Invoicing and Payment
    1. All prices for the Product are exclusive of Value Added Tax and any other applicable taxes or duties. All prices are quoted in Pounds Sterling unless otherwise agreed.
    2. The Company shall upon delivery of Final Version raise an invoice for all the Product delivered. When deliveries are spread over a period of time each consignment will be invoiced as despatched and treated as a separate account and payable accordingly.
    3. Deposits must be paid 2 weeks before the commencement of the work stated on the Order Agreement. Payment of all invoices shall be due within 30 days of date of invoice.
  4. Security Interest
    1. Company retains a security interest in the Product until paid in full.
  5. License
    1. For each Product shipped to the Customer, the Company grants an exclusive, non- 1 transferable, irrevocable, perpetual license to use the Product in its original delivered digital form on a worldwide basis. For the avoidance of doubt, no derivative Product may be created without the explicit permission of Company.
  6. Copyright
    1. Company agrees to defend, at its expense, any suit against Customer based upon a claim that that the product licensed to Customer under this Agreement infringes any copyright.
    2. Company’s obligations under this section shall not be effective unless Customer notifies Company in writing or email of any claim or threatened or actual suit within 10 days of knowledge thereof and Customer gives full control of the defence and settlement along with Customer’s full cooperation, to Company.
    3. Company shall have no liability for any claim based on Customer’s use of the Product other than in accordance with the rights granted under this Agreement.
    4. This section states Customer’s sole remedy and Company’s exclusive liability in the event that Customer’s use of Product provided under this Agreement infringes on the copyright of any third party.
  7. Limits of Liability
    1. Notwithstanding any other provisions in this Agreement the Company’s liability to the
      Customer for death or injury resulting from the Company’s negligence or the
      negligence of its employees or sub-contractors shall not be limited.
    2. Subject to Condition 6.3, the Company’s maximum aggregate liability shall be limited
      for any damage to the tangible property resulting from the negligence of the
      Company or the negligence of its employees or sub-contractors shall be limited to
      £50,000.
    3. Subject to Condition 6.3, the Company’s maximum aggregate liability for any breach
      of its contractual obligations or any tortuous act or any omissions, except for
      negligence pursuant to clause 9.2, shall be limited to £50,000 or, if greater, the
      amounts of paid by Customer for the individual Order Agreement.
    4. In no event shall the Company have any liability for loss of profits goodwill or any type
      of special indirect or consequential loss (including loss or damage suffered by the
      Customer as a result of any action brought by a Third Party).
  8. Confidentiality
    1. Each Party shall treat as confidential information all information obtained from the other pursuant to the contract between them and shall not divulge such information to any person (except to such party’s own employees and sub-contractors hen only to those employees and sub-contractors who need to know the same) without the other party’s prior written consent 2 provide that this shall not extend to information which was rightfully in the possession of the party or already in the public domain. Each party shall ensure that its employees and subcontractors are aware of and comply with the provisions of this condition and ensue that it is observed and performed by them.
  9. Force Majeure
    1. With the exception of outstanding invoices, neither party shall be responsible for any delay or failure in performance resulting from acts beyond the control of such party. Such acts shall include, but shall not be limited to: an act of God; an act of war; civil unrest; terrorism; riot; epidemic/pandemic; extreme weather conditions; an act of government; industrial lockout; and failure of the world wide web. In the event of such a Force Majeure event, the time for performance or cure shall be extended equal to the greater of three months or the duration of the Force Majeure. The party claiming to be prevented in the performance of any of its obligations under this Agreement by reason of a Force Majeure event shall use all reasonable commercial endeavors to mitigate against the effects and consequences of the Force Majeure event.
  10. Notices
    1. Any notice or other communication to be given under this Agreement must be in writing to the registered address or email to the normal corresponding party.
  11. Entire Agreement
    1. These Standard Terms and Conditions and the Order Agreement shall comprise the entire agreement and understanding between the parties.
  12. Law and Jurisdiction
    1. This Agreement shall be governed by and construed in accordance with the Laws od England and shall be subject to the exclusive jurisdiction of the English Courts.