1.         Definitions

1.1          In these terms and conditions:

Agreement” means this Agreement between Rogue Robot Ltd. and Commissioner to which these terms and conditions apply, and incorporating the SOW (and any other document referred to in, and accompanying or attached to, the SOW);

Commencement Date” means the start date as stated in the SOW;

Commissioner” means [Client name] with registered company number [insert company number] and registered office at [insert company address];

Commissioner Materials” means any information, techniques, know-how, ideas, concepts and materials (regardless of the form or medium in which they are disclosed or stored) that are owned by or licensed to the Commissioner as further specified in the SOW;

Confidential Information” means all confidential information disclosed by the Commissioner to Rogue Robot Ltd. or disclosed by Rogue Robot Ltd. to the Commissioner (whether in writing, orally or by other means) relating but not limited to the business organisation, transactions, finances, technology and business activities or affairs, of and concerning the Commissioner or Rogue Robot Ltd. and its customers and suppliers. Confidential Information includes Commissioner Materials and Rogue Robot Ltd. Materials to the extent that they are not in the public domain at the Commencement Date;

Deliverables” means all output to be provided by Rogue Robot Ltd. to the Commissioner in relation to the Work as specified in the Schedule of the SOW;

Design Work’’ means the preparation of designs for the Work in accordance with general and detailed specifications supplied by the Commissioner, including but not limited to sketches, graphic works, project development and production drawings, models, characters, prototypes and other matters;

Fee” means the fee stated in this Agreement as payable by Commissioner to Rogue Robot Ltd. for the provision of the Work;

Intellectual Property Rights” means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all rights to apply for or register such rights;

Rogue Robot Ltd.” means the legal person named in this Agreement as providing the Work;

Rogue Robot Ltd. Materials” means any information, techniques, know-how, ideas, concepts and materials (regardless of the form or medium in which they are disclosed or stored) that are owned by or licensed to the Rogue Robot Ltd. before the Start Date of this Agreement as further specified in the SOW;

Rights” means the use the Commissioner can make of the Intellectual Property Rights acquired or developed in respect of the Work or Design Works as specified in the SOW;

SOW” means the “Statement of Work” in this Agreement;

Work” means the service to be provided by Rogue Robot Ltd. to Commissioner as described in the SOW.

2.         Provision of Work

2.1          The terms and conditions of this Agreement are the only terms and conditions upon which Rogue Robot Ltd. is prepared to provide the Work to the Commissioner and they shall govern the provision by Rogue Robot Ltd. of the Work to the exclusion of all other terms and conditions. No changes to this Agreement shall be valid unless agreed in writing by Rogue Robot Ltd..

2.2          Rogue Robot Ltd. shall provide the Work in accordance with good professional practice and in accordance with this Agreement.

2.3          Time is not of the essence. Dates of delivery as stated in the Schedule or elsewhere are approximate. Rogue Robot Ltd. will keep Commissioner notified of foreseeable delays.

2.4          A signed purchase order or equivalent signed document must be provided by the Commissioner before production commences.

2.5          Rogue Robot Ltd. shall provide the Work from the Commencement Date, at the Location (if specified) and to the Schedule as specified in this Agreement.
2.6          Performers Release Usage: At all times Rogue Robot Ltd. advises and recommends its Commissioners to use and enforce Performers Release Forms. No discounts or liability will be accepted by Rogue Robot if the production must be re-edited due to a Performer refusing permission to show their image or use their audio in whatever form.

2.7          Health and Safety: Rogue Robot will reserve the right to remove any of its personnel and / or equipment from a location if it is deemed unsafe, or if they are subjected to abusive or aggressive behaviour.
In this instance the Commissioner will be liable for any costs incurred as a result.
Rogue Robot will observe the Commissioner’s site safety rules at all times and will liaise with a Health and Safety Manager if deemed necessary.

2.8          In the event of inclement or dangerous weather, Rogue Robot reserves the right to change the date of filming to a more suitable day. Rogue Robot will not allow the safety of the equipment or personnel to be compromised.

2.9          In the event of filming being delayed or aborted due to a lack of organisation by the Commissioner, Rogue Robot reserves the right to charge the relevant days’ filming costs.
A re-visit to site to carry out further filming may incur additional cost.

2.10        In the event of the Commissioner wishing to change the filming date we insist on a minimum of 1 weeks’ notice. Failure to comply may result in the Commissioner becoming 100% liable for all costs incurred. In the event of cancellation of this assignment by the Commissioner, any advance payments made prior to cancellation shall be retained by Rogue Robot. In addition, Commissioner agrees to pay for all hours worked and expenses incurred up to the date of cancellation.

2.11        In the event of cancellation by the Commissioner, Rogue Robot retains ownership of all copyrights and any original artwork.

2.12        In the unlikely event that Rogue Robot experiences equipment failure or difficulties, all efforts will be made to find suitable replacement equipment as soon as possible.

The equipment used on the day of filming will be at the discretion of the Senior member of the film crew. No further claims or liability will be accepted.

3.         Fees

3.1          Unless stated otherwise in this Agreement, the Fee is payable in £ Sterling, inclusive of all of Rogue Robot Ltd.’s expenses and preparation time.

3.2          All fees due to Rogue Robot Ltd. shall be exclusive of applicable bank charges for currency conversion and international money transfer (“Bank Charges”) and any applicable Value Added Tax (“VAT”) or like tax.

3.3          If and to the extent that VAT is payable Rogue Robot Ltd. will render to the Commissioner a VAT invoice.

3.4          If and to the extent that Bank Charges are payable, Rogue Robot Ltd. will render to the Company an invoice detailing applicable Bank Charges.

3.5          Commissioner shall pay the Fee to Rogue Robot Ltd. following Acceptance of Deliverables, in accordance with Rogue Robot Ltd.’s invoicing and payment provisions set out in Clause 4 of this Agreement.

4.         Payment Terms

4.1          Rogue Robot Ltd. will provide written invoices to the Commissioner at every delivery stage of the Schedule:

4.1.1.     25% at the Commencement Date;

4.1.2.     75% at the satisfactory completion of the Work.

4.2          Fee becomes payable not later than 30 days after the date shown on the invoice.

4.3       The Commissioner shall reimburse Rogue Robot for all direct and indirect billable expenses arising from this assignment, regardless of whether the assignment is Cancelled. Billable Expenses include but are not limited to transport, food, accommodation, equipment hire, talent hire, media, software and stock purchases.

4.4          If Commissioner delays payment for more than thirty calendar days after the due date, Rogue Robot Ltd. reserves the right to charge 8% above the Bank of England base rate interest daily from the due date until payment is received.

4.5          The Commissioner shall assume responsibility for all collection of legal fees necessitated by default in payment.

5.         Tax

Rogue Robot Ltd. undertakes to be responsible for paying all tax and national insurance or similar or equivalent contributions, which may be due from Rogue Robot Ltd. in relation to the Fee.

6.            Intellectual Property

6.1          Intellectual Property Rights in the Work and Design Work shall (as between Rogue Robot Ltd. and Commissioner) remain the property of Rogue Robot Ltd.

6.2          Rogue Robot Ltd. grants the Commissioner a royalty-free, irrevocable licence to the Rights in the Work and Design Work in the Territory, for the Term and for the usage as stated in the SOW. (“the Licensed Rights”)]

6.3          Commissioner acknowledges that ownership of all Intellectual Property Rights in any Rogue Robot Ltd. Materials, including any modification or adaptation of Rogue Robot Ltd. Materials produced in the course of the performance of this Agreement, shall remain vested in Rogue Robot Ltd. or its licensors.
Rogue Robot Ltd. hereby grants Commissioner a perpetual, world-wide, irrevocable, royalty-free, non-exclusive licence to use Rogue Robot Ltd. Materials solely for the purpose of using the Work or Design Work in connection and in accordance with this Agreement.

6.4          Commissioner grants Rogue Robot Ltd. a perpetual, world-wide, irrevocable, royalty-free, non-exclusive licence to use the Work or Design Work solely for the purpose of promoting the Rogue Robot Ltd.’s services.

6.5          Rogue Robot Ltd. warrants that Work and Design Work shall not be defamatory and shall not infringe the copyright or other intellectual property rights or any other rights (including rights of privacy and confidentiality) of any third party anywhere in the world.

6.6          Commissioner warrants that Commissioner Material shall not be defamatory and shall not infringe the copyright or other intellectual property rights or any other rights (including rights of privacy and confidentiality) of any third party anywhere in the world.

6.7          Commissioner shall indemnify Rogue Robot Ltd. against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Rogue Robot Ltd. as a result of or in connection with any claim brought against Rogue Robot Ltd. for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of Commissioner Materials (“IPR Indemnity”).

6.8          No amount awarded or agreed to be paid under the IPR Indemnity in clause 6.7 shall count towards the cap on Commissioner’s liability under clause 12.3. This clause shall survive termination of this Agreement.

7.            Right to Sub-license

7.1          Commissioner is entitled to sub-license the Licensed Rights under this agreement only to the extent necessary to achieve the licence’s purpose and strictly subject to the restrictions of the licence as set out in clause 6.1 and specified in the SOW.

7.2          The right to sub-licence is granted only under the condition that Commissioner remains primarily liable to Rogue Robot Ltd. for any breaches of the terms and conditions of this licence by sub-licensees.

8.            Moral Rights

8.1          Rogue Robot Ltd.’s right to be identified as the author of the Work and Design Work to be agreed by arrangement with the Commissioner.

9.            Commissioner Obligations

9.1          Commissioner shall provide Rogue Robot Ltd. without charge and within reasonable time with all information and materials needed for Rogue Robot Ltd. to carry out the Work to the Schedule.

9.2          Commissioner shall give such assistance and make such decisions as shall reasonably be required to allow Rogue Robot Ltd. to carry out the Work efficiently and in accordance with the Schedule as set out in the SOW.

10.         Liability and Insurance

10.1       Rogue Robot Ltd. will maintain appropriate insurance cover for the duration of this Agreement, including public liability insurance cover of £2 million pounds. Upgraded specific project insurance cover can be provided if required upon request.

10.2       Subject to clauses 10.4 and 10.5, Rogue Robot Ltd.’s total aggregate liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Fee.

10.3       Subject to clauses 10.4 and 10.5, Commissioner’s total aggregate liability to Rogue Robot Ltd., whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Fee. (excluding the IPR Indemnity).

10.4       Neither party to this Agreement shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss (including loss of profit, loss of opportunity or any special losses whether or not one party has advised the other of potential indirect or consequential losses) arising under or in connection with this Agreement.

10.5       Nothing in this Appointment shall limit or exclude Rogue Robot Ltd.’s or the Commissioner’s liability for:

10.5.1    death or personal injury caused by its negligence, or the negligence of its personnel agents or subcontractors;

10.5.2    fraud or fraudulent misrepresentation;

10.5.3    breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

10.5.4    any other liability which cannot be limited or excluded by the applicable law.

11.         Confidential Information

Both parties shall during this Agreement and after its termination keep confidential and not (except as authorised or required for the purposes of this Agreement) use or disclose or attempt to use or disclose to any person any of the Confidential Information.

12.         Termination

12.1       This Agreement automatically terminates on satisfactory completion of the Work.

12.2       Commissioner may terminate this Agreement early.

12.3       Termination of this Appointment shall not prejudice or affect the accrued rights or claims of either party to this Agreement. On termination of this Agreement:

12.3.1    Commissioner shall pay Rogue Robot Ltd. all sums due in accordance with the payment terms in clause 4 or, if terminated early, a fair and reasonable amount on account of the Fee due under this Agreement commensurate with the Schedule performed to date of such termination;

12.3.2    Upon payment in accordance with clause 14.3.1 Rogue Robot Ltd. shall provide Commissioner with all Deliverables including all specification and other documentation comprised in the Deliverables existing at the date of such termination whether or not then complete and return all Commissioner Materials. Until they have been delivered or returned, Rogue Robot Ltd. shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;

12.3.3    Rogue Robot Ltd. will keep an archived copy of the source files and delivered Work for a period of 6 months only.

12.4       For the avoidance of doubt, Deliverables do not include original source files but only files in the format as specified in the Work definition. It shall be at Rogue Robot Ltd.’s discretion to make original source files available to the Commissioner.

12.5       For the avoidance of doubt, on termination of this Agreement, Rogue Robot Ltd. will have the right to withhold all Deliverables including all specifications and other documentation comprised in the Deliverables existing at the date of such termination and any Commissioner Materials as far as Commissioner Materials are used or integrated in the Deliverables and cannot be separated without reasonable effort by Rogue Robot Ltd. until Commissioner has paid any outstanding sums due under this Agreement including outstanding expenses.

13.         General

13.1       No failure or delay by Rogue Robot Ltd. to exercise any right under this Agreement shall be deemed to be a waiver of that right, nor preclude the exercise or enforcement of it at any later time.

13.2       The Contracts (Rights of Third Parties) Act 1999 or like legal provisions throughout the world shall not apply to this Agreement.

13.3       No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4       Rogue Robot Ltd. shall not be liable for any failure in the performance of any of its obligations under this Agreement caused by factors outside its control.

13.5       Rogue Robot Ltd. warrants that it is an independent contractor.  Nothing in this Agreement shall render Rogue Robot Ltd. an agent, partner or employee of Commissioner.

13.6       If any provision of this Agreement shall be held to be illegal or unenforceable, the enforceability of the remainder of this Agreement shall not be affected.

13.7       Any notice to be given under this Agreement shall be in writing and shall be delivered by hand or sent by first class post or by e-mail to the address or contact details of Rogue Robot Ltd. or Commissioner (as applicable) as set out in this Agreement.

13.8       In the event of any conflict between these terms and conditions and any other part of this Agreement, the terms of that other part of the Agreement shall prevail.

13.9       This Agreement (including without limitation non-contractual disputes or claims relating to this Agreement) shall be governed by and construed in accordance with English law and by entering into this Agreement each of Rogue Robot Ltd. and Commissioner irrevocably submits to the exclusive jurisdiction of the English Courts.