face8 face7 face6 face5 face4 face3 face2 face1
Contact
Connect
revenant-showreel-repsonsive-preview

Terms & Conditions

November 11, 2024

REVENANT
(Revenant is a Trading Name of Playdead Ltd.)

Terms and Conditions of Business

Definitions

1. In these conditions, the following terms shall have the following meanings:

‘Background IP’ means any and all Intellectual Property Rights (i) owned or controlled by a party or licensed to a party prior to the commencement of the Contract; and/or (ii) which are developed, conceived, obtained or acquired by a party independently of the Contract notwithstanding the commencement of the Contract; and/or (iii) any subsequent modification or enhancement thereof.

‘Conditions’ means Revenant’s terms and conditions of business set out in this document;

‘Confidential Information’ means any and all information of a confidential nature disclosed in whatever form by a party directly or indirectly to the other party and includes all Know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind;

‘Contract’ means the contract for the purchase of the Services and Deliverables entered into between Revenant and the Customer which incorporates these Conditions, the Order and their respective schedules, appendices, annexes and statements of work.

‘Customer’ means the person, firm, company or other body purchasing the Services and/or Deliverables from REVENANT, as specified in an Order.

‘Customer Materials’ means any documentation, data, information, software, equipment or other resources owned by or licensed to the Customer, including all Intellectual Property Rights therein, and made available to REVENANT for use in any part of the Services or inclusion in any Deliverables.

‘Deliverables’ means the work product and other output of the Services to be delivered to the Customer as part of the Services, as specified in the Order.

‘Delivery Date’ means the estimated dates for performance of the Services and/or provision of Deliverables as specified in the Order;

‘Intellectual Property Rights’ means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to Know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case:

   (a) whether registered or not,

   (b) including any applications to protect or register such rights,

   (c) including all renewals and extensions of such rights or applications,

   (d) whether vested, contingent or future, and

   (e) wherever existing;

‘Know-how’ means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to customers and suppliers (whether written or in any other form and whether confidential or not) and analysis and interpretations of information which is in the public domain, trade secrets and any other commercially sensitive Confidential Information which is primarily characterised by its technical nature.

‘Order’ means the order for the Services and Deliverables from REVENANT placed by the Customer in substantially the same form as set out in the preceding document to which these Conditions are annexed;

‘Rate Card’ means REVENANT’s standard rates for Services as updated or amended from time to time.

‘REVENANT’ means PLAYDEAD LTD. T/A REVENANT, a company incorporated in Scotland with registered number SC397767 and having its registered office address at Studio 1 & 2, Ground Floor, The Hive, 1061 Argyle Street, Glasgow, United Kingdom, G3 8LZ;.

‘Services’ means the services to be provided by REVENANT to the Customer under the Contract together with any Deliverables, as specified in the Order.

‘Working Day’ means from 9.00am to 5.00pm on Monday to Friday in Scotland, excluding any bank, public or national holiday.

 

2. Formation of Contract

2.1 All Services and Deliverables offered and each Contract entered into are subject to these Conditions. Subject always to condition 15.4 all other terms, conditions or warranties whatsoever are, to the maximum extent permitted by law, excluded from the Contract or any variation thereof unless expressly accepted by REVENANT in writing. No representative or agent of REVENANT has the power to vary these Conditions orally or to make any statement or representation about the goods, services or facilities offered, their fitness for any purpose or any other matter whatsoever.

2.2 These Conditions shall be incorporated into any contract between REVENANT and the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer in the Customer’s purchase conditions, confirmation of purchase, specification or other document. Any Order submitted to REVENANT following receipt by the Customer of notice of these Conditions shall automatically be deemed acceptance by the Customer of these Conditions notwithstanding the absence of formal acknowledgement.

2.3 Unless otherwise expressly stated in writing, all quotations and estimates supplied by REVENANT are invitations to treat only and are not capable of acceptance by the Customer. The Customer’s Order is an offer to purchase the Services and Deliverables subject to the Contract including these Conditions.

2,4 REVENANT may accept or reject an Order at is discretion and if REVANANT is unable to accept an Order it shall notify the Customer of the same as soon as is reasonably practicable. No binding obligation to supply any Services or Deliverables shall arise until the earlier of:

2.4.1 REVENANT’s written acceptance of the Order; or

2.4.2 REVENANT performing the Services or notifying the Customer that they are ready to be       performed (as the case may be).

2.5 REVENANT’s rejection of an Order (including any accompanying communications) shall not be a counter-offer capable of acceptance by the Customer.

2.6 These Conditions supersede all previously issued terms and conditions and override any alternative conditions stipulated or referred to by the Customer.

2.7 In the event of any conflict between the provisions of these Conditions and the provisions of an agreed Order, the terms of the agreed Order shall take precedence.

 

3. Prices

3.1 All prices quoted or estimated are exclusive of VAT, all media stock, courier and delivery charges, currency fluctuations, meals and long distance telecommunications expenses or another exclusions from the estimate/quote supplied. REVENANT shall further be entitled to make an adjustment to the quoted or estimated price in the event that:

3.1.1 additional costs are incurred by REVENANT due to Customer Materials being, in the opinion of REVENANT, in any way defective, in an unsuitable format (or a different format to that which REVENANT is expecting to receive the same) or of unsuitable quality for normal processing; or

3.1.2 the information supplied by the Customer or any third party in connection with the Contract does not provide a full and accurate indication of the work involved or the resources and/or time required; or

3.1.3 additional costs are incurred by REVENANT, due to alterations or additions by the Customer or any third party in its requirements for the Services and/or Deliverables; or

3.1.4 additional costs are incurred by REVENANT due to exceptional circumstances outside the control of REVENANT, including currency fluctuations and changes in third party costs; or

3.1.5 additional Services or Deliverables are requested or required which are part of the noted       exclusions listed with the quoted or estimated cost.

3.2 REVENANT reserves the right to change the rates quoted in the Rate Card at any time without prior notice, or by specific written agreement with the Customer to agree to charge rates different from those specified in the Rate Card in respect of a specific Service or Deliverable.

 

4. Performance, Delivery or Collection

4.1 Unless otherwise agreed in writing, all Delivery Dates quoted for performance of the Services and/or delivery or availability for collection of Deliverables or prices estimated/quoted are given in good faith but are not guaranteed. Any delay in performance of any part of the Services or the delivery of Deliverables shall not entitle the Customer to cancel any other performance and/or delivery. Notwithstanding that REVENANT and the Customer may have agreed that time is of the essence, the time for performance or delivery or availability for collection shall in every case be dependent upon prompt receipt of all necessary Customer Materials, information, final instructions or approvals from the Customer. Alteration by the Customer of its requirements may result in delay in performance, delivery or availability for collection. REVENANT shall not be responsible for any costs, charges or expenses incurred by the Customer as a result of such failure or delay.

4.2 In regards to tangible Deliverables, any packaging supplied by REVENANT, unless otherwise expressly agreed, is intended to provide adequate protection throughout normal conditions of transport by the means specified in the Contract or as may be otherwise agreed. If the Customer (or the Customer’s nominee) fails to take delivery or collect on the agreed date or, if no specific delivery or collection date has been agreed, when the tangible Deliverables are ready for despatch, REVENANT shall be entitled to store the tangible Deliverables and to charge the Customer the reasonable costs of storage and insurance and to tender its account for such charges under condition 5. Notwithstanding the terms of condition 7.1 below, REVENANT shall be under no liability in respect of any loss or damage following the despatch of any goods from REVENANT’ premises.

4.3 If REVENANT and the Customer shall agree that any intangible Deliverables shall be delivered or transferred to the Customer electronically or via any form of telephony (“Direct Delivery”) the following provisions shall as applicable apply:

4.3.1 the Customer acknowledges that Direct Delivery is not or may not be a completely secure medium of communication and that an unauthorised third party may intercept, tamper with or delete goods delivered by Direct Delivery and that Direct Delivery may involve reliance upon third party data carriers over which REVENANT has no control; and

4.3.2 REVENANT shall use reasonable endeavours to ensure Direct Delivery is effected on time and securely but for the avoidance of doubt REVENANT shall not be responsible for and shall have no liability to the Customer or any third party for:

4.3.2.1 any delay to any Direct Delivery or any non receipt of any intangible Deliverables  delivered or transferred by Direct Delivery;

4.3.2.2 any loss or damage that results from any person gaining unauthorised access to any Direct Delivery of any intangible Deliverables;

4.3.2.3 use or disclosure of any data obtained by any third party as a result of the same having gained unauthorised access to any Direct Delivery; and

4.3.2.4 any loss or damage resulting from any malfunction of or the introduction of any viruses, worms, logic bombs, time locks, time bombs, Trojan horses and/or bugs to any equipment and/or software used to effect and/or receive any Direct Delivery.

 

5. Terms of Payment

5.1 Subject to condition 5.2 and unless otherwise agreed by REVENANT in writing all invoices rendered by REVENANT are payable within 14 days of the dates thereof.

5.2 REVENANT expressly reserves the right at its sole option to require payment by instalments during the performance of the Contract and/or payment of all amounts owing to REVENANT immediately prior to delivery or making Deliverables available for collection (whether tangible or intangible).

5.3 The Customer shall pay all amounts owing to REVENANT in full and shall not exercise any rights of set off or counterclaim against invoices submitted. Payment of all amounts by the Customer shall only be made in the currency in which they are invoiced and shall not be subject to any deductions/charges whatsoever.

5.4 In the event of default in payment by the Customer under the Contract or any other contract between the Customer and REVENANT, REVENANT shall be entitled, without prejudice to any other right or remedy, to:

5.4.1 suspend any further performance of Services and/or provision of Deliverables under the Contract or any other contract between REVENANT and the Customer without notice; and

5.4.2 charge interest on any amount outstanding at the rate of 4% above the base rate of Royal Bank of England from time to time accruing daily , from the due date of payment to the actual date of payment, whether before or after judgment.

5.5 All prices quoted or agreed are exclusive of any Value Added Tax or equivalent sales taxes in the Customer’s jurisdiction as well as all duties and taxes imposed by any federal state, municipal or other governmental authority, which the Customer shall be liable to pay in addition.

5.6 Any queries regarding the invoice must be raised within 7 days of the date stated on the invoice.

 

6. Cancellation or variation

6.1 A Contract between REVENANT and the Customer may only be cancelled or varied with the written consent of REVENANT and upon the terms of these Conditions. REVENANT’s consent to cancellation or variation shall not in any way prejudice REVENANT’s right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

6.2 If, notwithstanding condition 6.1 and without prejudice to any other rights or remedies available to REVENANT, the Customer shall give REVENANT notice of cancellation of an Order, which notice is confirmed as accepted by REVENANT:

6.2.1 less than 24 hours prior to, as applicable, the date for first performance of the Services  (or part of the Services) as set out in the Order or the date on which the applicable facilities were to be utilised by or on behalf of the Customer (the “Contract Date”), REVENANT shall be entitled to charge the Customer the full contract price or, if none is stated, the applicable  amount under REVENANT’s Rate Card in effect at the Contract Date; and

6.2.2 less than five Working Days but more than 24 hours prior to the Contract Date, REVENANT shall be entitled to charge the Customer one half of the Contract price or, if none is stated, one half of the applicable amount under REVENANT’s standard rate card in effect at the Contract Date, in each case at condition 6.2.1 and 6.2.2 above reflecting the fact that REVENANT is unlikely to be able to secure an order for the facilities and/or personnel that had been allocated to the processing of the Customer’s Order from a third party within the time available.

6.3 In its absolute discretion REVENANT reserves the right to cancel any Order in the event of breach of these Conditions by the Customer.

6.4 In addition to the cancellation charges at 6.2 above, REVENANT will be entitled to be reimbursed with any costs or expenses which is may have incurred arising from the cancellation of the Services.

6.5 If a Customer requires a variation to the Services, Deliverables or Contract, it must notify REVENANT of the same as soon as is reasonably practicable. REVENANT will consider a requested variation in good faith, but may accept or reject a variation request at its discretion.

6.6 If REVENANT accepts a variation request, it shall be entitled to revise the fees payable and the Delivery Dates for the Services and/or Deliverables dependent on the change requested, as well as pass on any costs and expenses it incurs in implementing such a variation, to the Customer.

 

7. Liability

7.1 The Customer hereby agrees that, without limiting any other provision of these Conditions:

7.1.1 to the maximum extent permitted by law, REVENANT’s entire liability for breach of any provisions of the Contract, or any terms, warranties or conditions implied in the Contract by  operation of law, including REVENANT’s liability for negligence (except where such negligence results in death or personal injury) are excluded;

7.1.2 under no circumstances shall REVENANT be liable for any consequential or indirect losses whatsoever or howsoever incurred by the Customer (including without limitation loss of business profits, business interruption or other indirect pecuniary loss of any kind);

7.1.3 REVENANT’s entire liability for any direct loss suffered by the Customer, as a result of REVENANT’ breach of the Contract and for which REVENANT shall, notwithstanding any other provision of the contract be liable, shall (subject to the terms of conditions 4.2, 4.3 above and 9.1 below) be limited to the amount actually paid by the Customer in accordance with the Contract;

7.1.4 the price to be paid by the Customer under the Contract reflects the limitation on the liability accepted by REVENANT; and

7.1.5 this condition 7.1 is reasonable and necessary in the circumstances and that having  regard to that fact, this condition does not work harshly or unreasonably against the Customer.

7.2 The Customer shall indemnify REVENANT from and against:

7.2.1 all claims or proceedings taken against REVENANT by any third party including any client of the Customer, REVENANT’s employees, the Customer’s employees or the employees of any contractor employed by the Customer or REVENANT or the personal representatives or dependants of any such employee or other third party in respect of personal injury not caused by REVENANT’s or its personnel’s negligence or damage to property caused by or arising out of any act or omission of REVENANT in the course of carrying out the specific instructions of the Customer;

7.2.2 all claims or proceedings taken against REVENANT arising out of the acts and/or omissions of the Customer, its agents or sub-contractors or any of their respective employees, whether negligent or otherwise.

7.3 The Customer expressly agrees that it will at all times maintain and keep effective insurance policies with reputable insurers with sufficient cover which protect the Customer against any loss or liability which it may incur or suffer arising out of the Contract or any act or default of REVENANT in the performance by REVENANT of its obligations under the Contract. Such insurance shall include insurance for any damage or loss for which REVENANT is not liable pursuant to these Conditions, insurance which protects the Customer against any accidental loss, damage or destruction to any Customer Materials including without limitation master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media or
any other Customer Materials of any kind supplied to REVENANT, whilst in the possession or control of REVENANT. REVENANT accepts no liability for any liability or loss which arises from any failure by the Customer to maintain and keep effective such insurances.

7.4 Any recommendations or suggestions relating to the use of any Deliverables supplied by REVENANT are given in good faith but it is for the Customer to satisfy itself of the suitability of the Deliverables for its own particular purpose. Accordingly unless otherwise expressly agreed in writing and notwithstanding and without limiting condition 7.1, REVENANT gives no warranty as to the fitness of the Deliverables for any particular purpose even though that purpose may be specified in the Customer’s order and any implied warranty or condition (statutory or otherwise) to that effect is excluded.

7.5 In the case of tangible Deliverables or component parts thereof supplied by REVENANT but not of REVENANT’ manufacture, REVENANT shall be entitled to assign to the Customer its rights against its supplier and such rights shall be taken in extinction of and in substitution for any rights which the Customer would otherwise have had against REVENANT.

7.6 The Customer acknowledges that it is not possible for REVENANT to obtain insurance against any lost costs of production arising from loss or damage to the Customer’s property.

 

8. Intellectual Property and Data Protection

8.1 The Customer shall indemnify REVENANT from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any defamatory or libellous matter or any infringement or alleged infringement of any Intellectual Property Rights including any moral right claim or any other title of any third party in respect of any work carried out for the Customer by REVENANT.

8.2 Each of REVENANT and the Customer acknowledge and agree that Intellectual Property Rights in Customer Materials processed by REVENANT in the performance of its Services and/or incorporated into Deliverables produced by REVENANT may be owned by third parties and that the use by the Customer of all Customer Materials processed and/or Deliverables produced by REVENANT shall be subject always to the Customer obtaining any and all necessary licences and consents from the relevant underlying rights owner(s). The Customer hereby grants to REVENANT a perpetual and royalty free licence to use all Customer Materials processed and/or Deliverables produced by REVENANT on the Customer’s behalf to promote REVENANT’s business and in connection with appropriate industry awards.

8.3 Without limitation to the rights of REVENANT at law, the Customer acknowledges and agrees that if, in the course of performing the Services and/or processing Customer Materials or producing Deliverables on behalf of the Customer, REVENANT discovers or devises any new Know how, all rights of every kind in and to such Know how, shall vest absolutely in REVENANT.

8.4 Notwithstanding anything to the contrary herein, REVENANT shall retain ownership and possession of, and shall not be required to deliver to the Customer, any mechanical devices, processes, contractor’s Know-how, source or object code or application software, hardware or bespoke equipment which are used as tools to create the Materials (‘Contractor Technology’), as well as Intellectual Property Rights related to the Contractor Technology, included but not limited to, any copyrights, trademarks, trade secrets, or patents in connection therewith. Notwithstanding the foregoing, REVENANT hereby grants to the Customer a perpetual, non-transferable, non-exclusive license in and to the Contractor Technology, to the extent only that the same is necessary for the exploitation of the Deliverables and all ancillary and allied rights therein and thereto by the Customer as envisaged by the parties hereunder and within any estimate or contract supplied by REVENANT for a particular project and the Customer shall not make any licensed Contractor Technology to any third party without REVENANT’s prior written consent (not to be unreasonably withheld or delayed).

8.5 Nothing in these Conditions is intended to or has the effect of transferring any ownership of the Customer’s Background IP to REVENANT. The Customer grants to REVENANT a non-exclusive, royalty free license to use the Customer’s Background IP to the extent the same is included in any provided Customer Materials and as required to enable REVENANT to perform the Services and/or provide the Deliverables in accordance with the Contract.

8.6 Nothing in these Conditions is intended to or has the effect of transferring any ownership of REVENANT’s Background IP to the Customer. Subject to, and only effective as of the Customer’s full payment of all fees required under the Contract in full, REVENANT:

8.6.1 shall assign with full right and title all Intellectual Property Rights in the Deliverables created by REVENANT pursuant to the Contract, PROVIDED ALWAYS THAT except for any Intellectual Property Rights created by REVENANT exclusively for use as part of or inclusion in the Deliverables all of REVENANT’s Background IP shall remain the property of REVENANT or its third party licensors (where applicable) and, subject to the Customer’s compliance with the Contract (including payment of all fees), REVENANT grants to the Customer a non-exclusive, non-transferrable, royalty-free licence (or sublicence in the case of third party Background IP) of REVENANT’s Background IP to the extent the same is necessary for the Customer to make use of the Deliverables, which licence or sublicence:

8.6.1.1 in the case of software, shall be a licence of object code only unless otherwise expressly provided;

8.6.1.2 in the case of third party Background IP, shall be on such terms as REVENANT may grant in accordance with the terms between REVENANT and the relevant third party owner; and

8.6.1.3 shall be to the extent and for the purpose only of using the Deliverables.

8.7 To the extent that a party gains ownership of any of the other party’s (the “Originating Party”) Background IP under the Contract, it undertakes to take all such steps as are reasonably required in order to effect vesting of ownership of the relevant Background IP to the Originating Party.

8.8 Subject to the foregoing, REVENANT shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed or used in connection with the Services or otherwise in connection with the Contract PROVIDED ALWAYS THAT such skills, techniques or Know-how do not infringe the Customer’s Intellectual Property Rights at the date of the Contract or in the future or disclose or breach the confidentiality of the Customer’s Confidential Information.

8.8 The Customer acknowledges that in the course of its dealings with REVENANT, REVENANT may acquire personal data which relates to the Customer and/or any of its officers, employees or contractors and the Customer hereby consents to REVENANT, in accordance with its authorisation and data protection laws applicable in the United Kingdom, collecting, storing, processing and transferring to third parties such personal data. The Customer further consents to the sale or transfer by REVENANT of such personal data in connection with a sale of its business (in whole or in part) and its disclosure in compliance with any rule of law or order of competent authority.

8.9 The Customer’s consents pursuant to this condition 8 are given by it for itself and on behalf of (if any) its officers, employees and contractors and the Customer hereby warrants to REVENANT that it has the authority to give such consent on behalf of those persons.

 

9. Customer Materials

9.1 Where the Customer supplies any Customer Materials to REVENANT or where any Customer Materials or goods which are the property of the Customer are otherwise left in REVENANT’ possession:-

9.1.1 notwithstanding the terms of condition 7.1. above, REVENANT shall be under no liability in respect of any loss or damage or otherwise arising as a result of damage to or the loss or destruction of such Customer Materials or goods;

9.1.2 without limiting the terms of condition 7.3 above, the Customer shall insure all such Customer Materials or goods to their full value against all risks; and

9.1.3 the Customer shall remove all tangible Customer Materials or goods within six months of the date of issue of REVENANT’s invoice relating to such Services in respect of which the Customer Materials have been utilised and in default, REVENANT shall be entitled to return all such Customer materials or goods to the Customer or the Customer’s nominee and to charge the Customer for any costs and expenses incurred by REVENANT in so returning such materials or goods. Until the removal or return of the materials or goods, REVENANT shall be entitled to store the materials and goods and to charge the Customer the reasonable costs of so doing and to tender its account for such charges under condition 5. In the event that REVENANT does not so return such materials or goods, REVENANT shall be under no liability whatsoever for any loss or damage to such materials or goods whilst they are in the possession of REVENANT and the Customer is advised to maintain insurance to the full value of such materials or goods against all risks.

9.2 Where Customer Materials are supplied or specific instructions are given by the Customer, REVENANT accepts no liability for any reduction in the quality of the Services or Deliverables caused by defects in or the unsuitability of such Customer Materials so supplied or by REVENANT’s adherence to such specific instructions.

9.3 the Customer recognizes and accepts that REVENANT does not have specialist storage facilities for Customer Materials including film stock of any kind and where such Customer Materials are provided to REVENANT, this is at the Customer’s sole risk.

9.4 REVENANT shall be entitled to destroy, erase or otherwise dispose of as it sees fit without liability to the Customer any Customer Materials or Customer’s property in its possession and uncollected by the Customer after the expiration of six months from the earlier of the termination of the Contract or the completion of the Services and provision all Deliverables and while uncollected by the Customer, such Customer Materials shall be held by REVENANT at the Customer’s own risk.

 

10. Risk and Title

10.1 Risk in tangible Deliverables shall pass to the Customer:-

10.1.1 if REVENANT delivers the goods by its own transport or, in accordance with a specific contractual obligation, arranges transport for the goods, risk in the tangible Deliverables shall pass at the time when the Deliverables or any part thereof arrives at the place of delivery; or

10.1.2 in all other circumstances, at the time when the goods or a relevant part thereof leave the premises of REVENANT, or

10.2 Title to tangible Deliverables shall only pass to the Customer upon the Customer paying to REVENANT all sums due and payable by it to REVENANT under the Contract and all other contracts between REVENANT and the Customer;

[10.3 REVENANT may recover tangible Deliverables in respect of which title has not passed to the Customer at any time.

10.4 Until title to tangible Deliverables has passed to the Customer pursuant to the terms hereof:

10.4.1 it shall possess such Deliverables as a bailee of REVENANT on the terms of these conditions;

10.4.2 if REVENANT so requires the Customer shall store such Deliverables separately from other goods and shall ensure that they are clearly identifiable as belonging to REVENANT;

10.4.3 the Customer shall be entitled to re-sell or use such Deliverables in the ordinary course of its business but shall account to REVENANT in respect of the proceeds of sale or otherwise of such goods;

10.4.4 the Customer shall maintain records of the persons to whom it sells or disposes of such Deliverables and of the payments made by such persons for such Deliverables and will allow REVENANT to inspect those records on request; and

10.4.5 REVENANT shall be entitled to trace the proceeds of sale or otherwise of such Deliverables and the Customer shall supply all such information and records reasonably required to enable REVENANT to do so.

10.5 The Customer hereby irrevocably authorises REVENANT, its officers, employees and agents to enter upon any premises of the Customer at which tangible Deliverables are situated for the purpose of repossessing any such Deliverables in respect of which title has not passed to the Customer and/or to ensure that the provisions of this condition 10 are being complied with.]

 

11. Customer input, access to/use of REVENANT’s premises and equipment and confidentiality

11.1 The Customer shall be solely responsible for ensuring that all Customer Materials, information, advice and recommendations given to REVENANT either directly or indirectly by the Customer or by the Customer’s agents, servants, consultants or advisers are accurate, correct and suitable. Examination or consideration by REVENANT of such information advice or recommendations shall in no way limit the Customer’s responsibility hereunder unless REVENANT specifically agrees in writing to accept responsibility.

11.2 The Customer hereby undertakes to REVENANT to ensure that all of its personnel (to include all employees and agents of the Customer) that shall at any time have access to any premises occupied by REVENANT or at which any of REVENANT’s equipment shall be kept all such persons shall at all times:

11.2.1 observe all rules and regulations in force at the applicable premises to include health and safety regulations and any rules governing the use of equipment and/or facilities at the applicable premises; and

11.2.2 comply with all reasonable instructions of REVEVANT and REVENANT’s personnel relating to the access and use of such premises and/or equipment.

11.3 The Customer shall indemnify REVENANT from and against all actions, claims, costs, charges, expenses and proceedings arising from or incurred by reason of any breach or non- observance of any provision of condition 11.2 by any of the Customer’s personnel.

11.4 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not, without the prior written consent of the other party, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under the Contract.

11.5 Each party undertakes to:

11.5.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors to whom and to the extent to which such disclosure is strictly necessary for the purposes contemplated under the Contract; and

11.5.2 procure that any such person to whom Confidential Information is disclosed are made aware of and agree in writing to observe the obligations set out in condition 11.4 in relation to Confidential Information.

11.6 Each party shall give notice to the other of any unauthorised disclosure, use, theft or loss of the other’s Confidential Information immediately upon becoming aware of the same.

11.7 Conditions 11.4 to 11.6 (inclusive) shall not apply to information which:

11.7.1 is or comes into the public domain through no fault of the receiving party or its officers, employees, agents or contractors;

11.7.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;

11.7.3 is independently developed by the receiving party, without access to or use of the other party’s Confidential Information; or

11.7.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

11.8 The obligations at conditions 11.4 to 11.6 shall apply during the term of the Contract and for a period of 3 years following its termination or expiry.

 

12. Termination

12.1 Without prejudice to any other remedy that REVENANT may have, REVENANT may terminate the Contract immediately at any time by giving written notice to the Customer if:

12.1.1 the Customer commits a material breach of the Contract and such breach is irremediable.

12.1.2 the Customer commits a material breach of the Contract and, where such breach is capable of remedy, is not remedied by the Customer within 7 days of being notified by REVENANT to do so.

12.1.3 the Customer shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 shall be deemed to be unable to pay its debts or compounds with its creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager or Administrative Receiver is appointed of all or any part of its assets or undertaking or the Customer is subject to any similar proceedings in the jurisdiction in which the Customer is located.

12.2 Termination of the Contract in whole or in part shall be without prejudice to any right or remedy accrued or accruing to REVENANT up to the time of termination, including, for the avoidance of doubt, REVENANT’s entitlement to payment for any Services and/or Deliverables provided up to the time of termination.

 

13. Force Majeure

13. In the event of the performance of any obligation accepted by REVENANT being prevented, delayed, or in any way interfered with by any act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire or by any other cause beyond REVENANT’s reasonable control, REVENANT may at its option suspend performance or cancel its obligations under the contract without liability for any damage or consequential loss resulting there from, such suspension or cancellation being without prejudice to REVENANT’s right to recover all sums owing to it in respect of Services performed, Deliverables provided and costs incurred up to the date of the suspension or cancellation.

 

14. Sub-contractors

14. REVENANT shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under a Contract between REVENANT and the Customer.

 

15. General

15.1 The Customer shall observe the provisions and requirements of all applicable trade union agreements and shall indemnify REVENANT against any costs, expenses or loss incurred by it as a result of any failure by the Customer to do so. 15.2 Where appropriate and required by REVENANT (but not otherwise), screen credits shall be given to REVENANT and nominated individuals for all Services and/or Deliverables supplied by REVENANT.

15.3 Headings used in these Conditions are purely for ease of reference and do not form any part of or affect the interpretation of these Conditions.

15.4 Nothing in these Conditions shall operate to relieve REVENANT from any liability for personal injury caused by REVENANT’s negligence, fraud or fraudulent misrepresentation or any other liabilities which cannot be excluded by applicable law in the United Kingdom.

15.5 If any provision of the Contract as applied to either party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of Contract or the validity or enforceability of the Contract generally.

15.6 References to REVENANT shall, as the context permits, include its licensees, sub contractors and assigns.

15.7 References to Customer Materials shall include any and all tangible goods and media and/or intangible forms of audio, visual and audiovisual material processed and Deliverables shall include any and all tangible goods and media and/or intangible forms of audio, visual and audiovisual material produced by REVENANT on the Customer’s behalf.

15.8 The words “include” and “including” shall not limit the sense of any words, expressions or phrases preceding those words.

 

16. Credits

16. The Customer shall ensure that REVENANT is given screen credits in respect of the Services and Deliverables supplied by REVENANT in a form approved in advance by REVENANT. The Customer hereby grants to REVENANT a perpetual, irrevocable, worldwide and royalty-free licence to refer to the Customer and/or the Services performed and to use all or any part of the Deliverables produced by REVENANT on the Customer’s behalf in order to promote or advertise REVENANT’s business.

 

17. Law and jurisdiction

17. The Contract shall be governed and interpreted according to the laws of Scotland and shall be subject to the exclusive jurisdiction of the Scottish Courts.