Ownership of Copyright/Copyright Licence
1. The copyright in the animation/ illustration commissioned by the Client including all artwork and characters within shall be retained by Hand of Brothers Partnership. Any elements provided by the client and incorporated remain copywrited with their respective owners.
2. The Client is granted a licence to use the animation/artwork solely for the purposes set out in the acceptance of commission.
3. During the currency of the licence Hand of Brothers Partnership shall notify the Client of any proposed exploitation of the animation/artwork for purposes other than self-promotion and the Client shall have the right to make reasonable objections if such exploitation is likely to be detrimental to the business of the Client.
4. The licence hereby granted to use the animation/artwork is contingent upon Hand of Brothers Partnership having received payment in full of all monies due to them and no performance rights are granted unless and until all sums due under this Agreement have been paid.
5. The licence hereby granted is personal to the Client and the rights may not be assigned or sub-licensed to third parties without consent.
6. The Client shall pay all invoices within 30 days of their receipt. Interest at a rate of 2% per month is payable on any balance unpaid after 30 days of the date of invoice.
7. The payment schedule is as follows:
[i] 50% of the agreed fee upon approval of commission.
[ii] The remaining 50% of the agreed fee upon approval and delivery of the completed animation.
8. If the commission is cancelled by the Client, the Client shall pay a cancellation fee as follows:
[i] 100% of the agreed fee minus advance payments if the commission is cancelled on delivery of the animation.
[ii] pro rata minus advance payments if the commission is cancelled at an intermediate stage.
9. In the event of cancellation, ownership of all rights granted under this Agreement shall revert to Hand of Brothers Partnership.
10. Hand of Brothers Partnership shall use their best endeavours to deliver the completed commission to the Client by the agreed date and shall notify the Client of any anticipated delay at the first opportunity in which case the Client may (unless the delay is the fault of the Client) make time of the essence and cancel the commission without payment in the event of Hand of Brothers failing to meet the agreed date. Hand of Brothers will not be liable for any consequential loss or damages arising from late delivery of the commission.
11. The Client shall make an immediate objection upon delivery if the commission is not in accordance with the brief. If such an objection is not received by Hand of Brothers within 21 days of delivery, it shall be conclusively presumed that the animation/artwork is acceptable.
12. In the event of rejection, ownership of all rights granted under this Agreement shall revert to Hand of Brothers Partnership.
13. If the Client changes the brief and requires subsequent changes, additions or variations, Hand of Brothers may require additional consideration for such work. Hand of Brothers may refuse to carry out changes, additions or variations which substantially change the nature of the commission.
Warranties14. Except where artwork is based on reference material or visuals supplied by the Client or where otherwise agreed, Hand of Brothers warrants that the artwork is original and does not infringe any existing copyright and further warrants that she/he has not used the artwork elsewhere.15. The Client warrants that any necessary permissions have been obtained for the agreed use of material supplied by the Client and shall indemnify Hand of Brothers Partnership against any and all claims and expenses including reasonable legal fees arising from Hand of Bothers Partnership's use of any materials provided by the Client or its customer.
16. All notices shall be sent to Hand of Brothers and to the Client at the address stated in this Agreement. Each party shall give written notification of any change of address to the other party prior to the date of such change.
17. These terms and conditions are governed by the law of England and Wales and may not be varied except by agreement in writing. The parties hereto submit to the non-exclusive jurisdiction of the English Courts.