Please read all these terms and conditions.
To accept your order and make a legally enforceable agreement without further reference to you, you must read and agree these terms and conditions to make sure that they contain everything you want and nothing that you are unhappy with.
If you are unsure about anything, with regards to these Terms & Conditions, please call a Director on 01244 408 964.
- These Terms and Conditions will apply to the purchase of the services by you (the Client or you).
- We are Soup Creative, a company registered in England and Wales under number 07021340 whose registered office is at 34 High Park, Hawarden, Deeside, Flintshire, CH5 3EF with email address firstname.lastname@example.org; (the Supplier or us or we).
- These are the terms on which we sell all Services to you. By ordering any of the Services, you agree to be bound by these Terms and Conditions.
- Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
- Contract means the legally-binding agreement between you and us for the supply of the Services;
- Delivery Location means the Supplier’s premises or other location where the Services are to be supplied, as set out in the Order;
- Goods means any goods that we supply to you with the Services, of the number and description as set out in the Order;
- Order means the Client’s order for the Services from the Supplier as set out in the Client’s order form or in the Client’s written acceptance of the Supplier’s quotation;
- Services means the services of the number and description set out in the Order.
- Minor Amends means any changes during production that do not affect narrative, content, structure or style, that can be applied using existing assets
- Major Amends means any changes during production that would result in significant changes to style, content, structure or narrative defined in the script and/or storyboards already agreed and/or could necessitate shooting new footage, recording new audio, additions to the storyboard, or creating new assets
- Edit means a unique version of animated, recorded, or filmed material made as a result of editing
- The description of the Services is as set out in your Order Form
- In the case of Services delivered to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
- All Services are offered subject to availability.
- We can make changes to the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
- All video and animation Services are offered inclusive of two (2) rounds of Minor Amends, plus a round of final, very minor amends, at predefined points during delivery. Any additional rounds of amends required will be charged at our standard day rate. Any additional costs will be given to you and agreed, prior to making changes.
- You must cooperate with us in all matters relating to the Services, provide us and our authorised employees and representatives with access to any premises under your control as required, provide us with all information required to perform the Services and obtain any necessary brand assets, fonts, licences and consents (unless otherwise agreed).
- Failure to comply with the above is a Client default which entitles us to apply additional charges and/or suspend performance of the Services until you remedy it or if you fail to remedy it, following our request, we can terminate the Contract with immediate effect upon written notice to you.
Basis of Sale
- The description of the Services in our website, catalogues, brochures or other form of advertisement does not constitute a contractual offer to sell the Services.
- When an Order has been made, we can reject it for any reason, although we will explain to you the reason without delay.
- Contract will be formed for the Services ordered, only upon the Supplier sending an email to the Client saying that the Order has been accepted or, if earlier, the Supplier’s delivery of the Services to the Client.
- Any quotation or estimate of Fees (as defined below) is valid for a maximum period of thirty (30) days from its date, unless we expressly withdraw it at an earlier time.
- No variation of the Contract, whether about description of the Services, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Client and the Supplier in writing.
Fees and Payment
- The fees (Fees) for the Services and any additional delivery, expenses or other charges is that set out in our price list current at the date of the Order or such other price as we may agree in writing. Prices for Services may be calculated on a fixed fee, standard rate or subscription basis.
- Subscription based Services will be billed by invoice on the first day of each calendar month as set out in your order form for the duration of the subscription
- Fixed fee or standard rate services will be billed by invoice as per your order form
- Fees and charges include VAT at the rate applicable at the time of the Order.
- Payment for Services must be made within 30 (thirty) days of the date of the invoice.
- We may increase our Fees from time to time, however we will:
- honour the pricing set out in your Order for any additional work for the duration of your subscription Services or project-based Services
- notify you within ninety (90) days of any price increase becoming effective if you have a Services subscription
- We may apply discounts to our Fees on a discretionary basis which we will inform you of in advance
- Expenses will be necessary for voice over artists, actors, extras or models used during delivery of the Services. These will require a daily fee which, unless agreed otherwise in the Order, will be paid by us and invoiced to you after filming
- Where expenses are necessary for delivery of the services,
- we will inform you of the expected expenses budget prior to commencement, itemising what is included
- we will not exceed the agreed expenses budget without prior written agreement from you
- we will invoice you for expenses incurred after filming / animating, to allow us to pay the relevant external purchase invoices, such as models, actors, voiceover artists, locations, stylists, props, etc.
- We will deliver the Services by the time agreed or within the agreed period or, failing any agreement, within reasonable time
- Completed work will be delivered via a link to our online video storage tool from which you will be able to view and download your completed project in various sizes. We always recommend you download the ‘Original’ version or the largest file size.
- We will agree deliverables with you, documented on your Order form, in advance of commencing delivery of the Services. Any requirements outside of this will be agreed and costed separately
Delivery of Subscription Based Services
- An agreed number of hours will be allocated each month for the duration of the subscription, as set out in your Order which can be split between production and post-production via prior agreement with us
- The Service deliverables will be agreed and documented in advance each month or quarter, depending on your preference.
- Changes to the agreed deliverables may result in additional time being required or delays to delivery.
- The number of and/or length of Edits you request will be proportional to the post-production time required by us to complete and deliver those edits. We will make it clear when preparing Service deliverables documentation each month what can reasonably be delivered within your available hours. If additional time is needed, we will make this clear.
- We can deliver each edit in up to five (5) aspect ratios if agreed in advance with you and documented in the Service deliverables as this may require additional time to move graphics including subtitles.
- up to one month’s worth of hours can be banked if unused on prior agreement with us. This can be extended beyond one month at our discretion.
- up to one month’s worth of hours can be brought forward upon prior agreement with us if required. This can be extended beyond one month at our discretion.
- If you require additional hours at any stage for any reason, you can purchase the time on request, subject to availability
- Animation is not included within the Service offering unless otherwise specified within the Order or agreed with us prior to delivery
Delivery of Project Based Services
- We will not release the project for you to download until at least 70% of the total project value, plus associated film expenses (if applicable) have been paid by you
- The initial stage payment invoice will need to be paid by you, prior to Soup Creative starting the Production Phase, which may include filming or animation
Acceptances and Amends
- You will be given access to provide amends on video edits via an online platform at two stages of the project – an internet connection is required to facilitate this. This online platform is the quickest and most efficient way for Soup Creative to process amends. If you supply amends by alternative means, delays are to be expected. You must inform Soup Creative by email once you are happy for us to start making the amends
- Amends from multiple stakeholders are welcome, however we ask that these are collated and delivered via the online platform to avoid conflicting feedback. Failure to do so may result in additional amends /time required and/or delays to project delivery
- When necessary to meet a deadline, we will inform you of dates by which we require feedback at each stage of the project. Failure to meet these deadlines may result in project delays.
- Two rounds of minor amends are included on both film and animated assets at pre-defined stages of the project
- Additional rounds of amends or major amends are charged at our standard day rate, with a minimum of one day being chargeable. We reserve the right to waive this charge on a discretionary basis
- Amends to the project post-delivery will be charged at our standard agency day rate at the time of request
- All media produced by us on your behalf as part of the Services will be stored by us alongside project files
- All footage is stored on Hard Disk Drives at our offices during production
- Following completion of the project, all footage will be retained on external back-up drives unless you request us to delete all footage
- We can supply raw (high quality, manipulative, ungraded) footage to you once the project has been paid in full. As the file size is very large, you would need to supply us with a hard drive to allow us to download the footage. We can then return the hard drive to you. We will advise on the size of the hard drive required. Alternatively, we can purchase and supply the hard drive to you, at a cost. A cost to allocate archive footage can sometimes be incurred. Please note suitable video software will be required to use the raw footage
Withdrawal, Cancellation, Termination and Renewal
- You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
- You can cancel the Contract except for any elements or pre-production already implemented, which are made to your special requirements or incurred expenses, by telling us no later than 30 calendar days from the day the Contract was entered into
- The Contract continues as long as it takes us to perform the Services or as long as the subscription is in place as defined on the Order form.
- For subscription-based Services
- you must inform us in writing within at least ninety (90) days of the subscription renewal date if you wish to cancel your subscription
- subscriptions cannot be terminated prior to the subscription renewal date. We reserve the right to waive this clause at our discretion
- your subscription will automatically renew unless you inform us in writing at least ninety (90) days prior to your subscription renewal date
- Either you or we may terminate the Contract or suspend the Services at any time by a written notice of termination or suspension to the other if the other:
- commits a serious breach, or series of breaches resulting in a serious breach, of the Contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or
- is subject to any step towards its bankruptcy or liquidation.
- On termination of the Contract for any reason, any of our respective remaining rights and liabilities will not be affected.
- Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
- For the purposes of these Terms and Conditions:
- Data Protection Laws means any applicable law relating to the processing of Personal Data, including, but not limited to the Directive 95/46/EC (Data Protection Directive) or the GDPR.
- ‘GDPR’ means the General Data Protection Regulation (EU) 2016/679.
- ‘Data Controller’, ‘Personal Data’ and ‘Processing’ shall have the same meaning as in the GDPR.
- We are a Data Controller of the Personal Data we Process in providing the Services and Goods to you.
- Where you supply Personal Data to us so we can provide Services and Goods to you, and we Process that Personal Data in the course of providing the Services and Goods to you, we will comply with our obligations imposed by the Data Protection Laws:
- before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
- we will only Process Personal Data for the purposes identified;
- we will respect your rights in relation to your Personal Data; and d. we will implement technical and organisational measures to ensure your Personal Data is secure.
- For any enquiries or complaints regarding data privacy, you can email: Founder and Director, email@example.com.
Circumstances Beyond the Control of Either Party
- In the event of any failure by a party because of something beyond its reasonable control:
- the party will advise the other party as soon as reasonably practicable; and
- the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Client’s above rights relating to delivery and the right to cancel.
- We do not exclude liability for:
- any fraudulent act or omission; or
- death or personal injury caused by negligence or breach of the Supplier’s other legal obligations.
- Subject to this, we are not liable for:
- loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or
- loss (eg loss of profit) to your business, trade, craft or profession which would not be suffered by a Consumer – because we believe you are not buying the Services and Goods wholly or mainly for your business, trade, craft or profession.
Governing Law, Jurisdiction and Complaints
- The Contract (including any non-contractual matters) is governed by the law of England and Wales.
- Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Client lives in Scotland or Northern Ireland, in the courts of
- Scotland or Northern Ireland respectively.
- We try to avoid any dispute, so we deal with complaints in accordance with our Complaints Policy which we can supply on request
- All copyright vested in the media produced by us shall be assigned to you subject to
- Payment in full being received by us from all invoices
- You grant us royalty free license to use footage captured or created, as part of the Services for our own commercial content
- You grant us royalty free license to feature the completed project in full or in part for our public portfolio and commercial content
- All design concepts, project files, storyboards, plans and documents shall remain our intellectual property unless otherwise agreed in the Order
- You will contact us directly should you wish to use models, actors or voiceover actors sourced by us in future projects being delivered by you or a third party
- Actors, extras, models and voice over artists may require a rights buyout fee for the film or animation for a period of time. These fees and conditions can vary depending on the use and we will inform you of this during the project