Rival Animation Limited
Terms and Conditions of Contract

Rival Animation Limited

Address: 36 Central Road, Portchester, Fareham, PO169AG
Company nbr: 8523677
VAT nbr: 184231516

Definitions

Rival Animation Limited
Referred to as ‘Rival’, ‘we’, ‘us’, ‘our’, ‘company’
You
Referred to as ‘Client’, ‘you’, ‘your’

Hi! We’re looking forward to working with you. Please note, by agreeing to work with us on your chosen project, you agree to be bound by the terms and conditions set out below.

1. Briefing

Your requirements should be clearly explained and provided to Rival before the commencement of any work. Where a brief is not supplied, Rival will proceed with the work as defined by our email/proposal/quote supplied by us to you. Any omissions from this may be considered out of scope and subject to additional costs. The client must acknowledge receipt and understanding of the scope of works to avoid any disputes about miscommunication.

2. Proposals and Quotes

Proposals and Quotes will only be valid for 30 days from their submission date, and only where there has been no change to the project requirements. Samples, imagery, and video footage provided in proposals are for the purposes of describing our services and do not have any contractual force between us. A “change to the project requirements” includes any alterations to the scope, timeline, or deliverables as initially agreed.

3. Commissioning a project / next project stage

Before we commit time and resources to the development of your project, a Purchase Order is typically required, however, Rival retains the right to accept email go-ahead with the same legal effects as a Purchase Order. An email go-ahead must clearly state the client’s agreement to the terms and project scope.

4. Changes to work in progress

Minor changes and adjustments are expected, however, the project fee does not include an unlimited number of revisions. By working through a structured process, Rival Animation will aim to complete the work using up to two rounds of adjustments on deliverables where needed. Minor changes include small adjustments to text, colors, or timing that do not significantly alter the scope of the work.

5. Changes in scope

Where a change of scope from the original base or brief requires additional time to complete, Rival will determine the additional cost and notify the client for approval before commencing any additional work. Examples of scope changes include adding new scenes, changing the overall style, or incorporating additional elements not initially agreed upon.

6. Linear workflow & sign-off

To minimise the need for amends Rival will ask for client sign-off or approval on key deliverables before commencing the next activity in the project workflow. Key deliverables may include: Scripts, Storyboards, Designs, Style Frames, Animatics, Previsualisation, Voice Over, Music Production.
Client requests for changes to previously approved deliverables may be considered out of scope and subject to additional charges for the time required to complete.

7. Client Obligations

Timely supply of relevant information, enabling Rival Animation to fulfil the requirements of the creative brief and subsequent development.
All copy, images or other artwork provided by the client are either owned by you, or you have permission to use them.
Adhere to the agreed review and feedback schedule.
Adhere to Rival Animation’s payment terms and invoice schedule.
Provide timely feedback to ensure the project stays on schedule. Delays in feedback may result in an extended timeline and additional costs.

8. Time estimates and schedules

Rival Animation shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of the client, or factors beyond the control of Rival Animation. If such event(s) occur, it shall entitle Rival Animation to extend the completion/delivery date, by the time equivalent to the period of the delay.
In such cases, a revised schedule will be negotiated and agreed upon.

9. Copyright and data

All creative work produced by Rival during a project remains the property of Rival until the client has made payment in full and all project costs have been cleared.
While reasonable care will be taken by Rival for the protection of data relating to the project, Rival will not be liable for any loss.
Rival cannot guarantee the Client exclusivity of any intellectual property provided, and cannot accept liability for any alleged claim from the client or a third party as a result of unintentional similarities found in content proposed or created.
Rival reserves the right to use any developmental or completed work created during the project for its own marketing activities and promotion, unless expressly agreed otherwise prior to the commencement of work.
If the project is terminated or payments are not made in full, intellectual property rights revert to Rival Animation.

10. Dormancy

The project will be considered dormant if the client does not helpfully engage with the review and feedback requirements of the project for a period greater than two weeks from submission of an agreed deliverable or request for review, or if the payment schedule is not upheld.
In the event of the project becoming dormant, Rival Animation will suspend activity on the project and submit an invoice to cover project activity to date, as determined by Rival Animation.
From this point Rival will be free of any obligation to complete the agreed work, and not liable for any costs or losses incurred directly or indirectly from the project dormancy. Work may be resumed upon the client’s written request, but will require re-scheduling and may incur a re-commencement fee.

11. Termination

Rival or the Client may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written cancellation, the client is responsible for payment for all expenses incurred and the proportion of work undertaken on the project, as determined by Rival Animation. The minimum cancellation fee will be 25% of the estimated total cost of the project. In the event of a down payment having been made, any unused credit will be calculated by Rival Animation and returned. In the event of a cancellation, all project files will be made available to the client once final payments have been made.

12. Performance & Suitability

The client assumes responsibility and any liability arising from the appropriateness and effectiveness of the generated content, provided that it is produced to the agreed standard and specification.

13. Errors

Once final sign off or approval has been made by the client, Rival can not be held responsible in any way for errors or omissions in the final product. Final sign-off should be documented via email or a signed document to ensure clarity.

14. Payments

All charges and prices for services carried out by Rival are subject to VAT where applicable.
Disbursements on behalf of a client, such as the purchase of stock content or licences, may result in a request for payment in advance from the client.
Unless otherwise agreed in writing, all invoices are to be paid within 31 days of invoice date.
If payment is not received. Rival reserves the right to apply a 2% charge per month to outstanding invoices.
All payments to be made by bank transfer.
Rival’s payment terms supersede the buyer’s terms.
In the event of a payment dispute, Rival Animation will work with the client to resolve the issue, but reserves the right to halt work until the dispute is settled.

15. Data Protection

In respect of Data Protection Laws, the Client is the Data Controller and Rival is the Data Processor in respect of any personal data, such as names and email addresses. Rival Animation will handle all data in compliance with current data protection regulations, including GDPR. We process personal data only for the purpose of conducting business and managing our relationship with you.

Data Processing Agreement
By engaging Rival Animation Limited for services, the Client agrees to the following Data Protection Agreement terms:

1. Scope of Processing:

– Types of Personal Data: Names, email addresses.

– Purpose of Processing: Conducting business and managing our relationship with the Client.

– Duration of Processing: As long as necessary to fulfill the purposes of processing.

2. Obligations of the Data Processor:
– Process personal data only on documented instructions from the Data Controller.

– Implement basic security measures to protect personal data.

– Maintain basic records of processing activities.

– Notify the Data Controller of any data breaches without undue delay.

– Assist the Data Controller in responding to data subject requests.

3. Data Retention and Deletion:
– Rival Animation retains basic contact information such as names and email addresses for ongoing client relationships and future communications.

– All other personal data processed for the specific project will be returned or deleted at the end of the contract, unless otherwise required by law or agreed upon by both parties.

4. Data Breach Notification:
– Notify the Data Controller of any personal data breach without undue delay.

5. Governing Law:
– This agreement shall be governed by and construed in accordance with the laws of England and Wales.

16. Liability

Rival Animation shall not be liable for any breach of statutory duty, contract, tort (including negligence), or otherwise, arising in loss of profits, loss of sales or business, loss of use or corruption of software or information, damage to goodwill, and any indirect or consequential loss.
Rival Animation‘s total liability for any claim arising out of or in connection with the project will be limited to re-performing the specific aspect of the service that gave rise to the claim, or, at Rival Animation’s discretion, refunding the client for the portion of services that gave rise to the claim, provided such claim is brought within six months of the delivery of the services. This clause survives the termination of the contract.

17. Permitted Usage
The usage of the created content is strictly limited to the purposes stated in the proposal or quote. For example, a video created for unpaid social media cannot be used for paid social media or TV without prior written consent from Rival Animation. Changing the usage of the content will incur additional fees:

– Up to 20-30% of the project cost for Paid social media usage.

– Up to 150% of the project cost for TV or similar high-visibility platforms.

18. Supply of Files

Upon request, Rival Animation can provide project files under the following options:

1. Raw Dump: A basic transfer of all working files with no directory organization or explanation. Cost: 50% of the total project fee.

2. Curated Files: Organized files with directory structure and explanatory notes, making them user-friendly. Cost: 100% of the total project fee.

1. Third-Party Content Licensing: Rival Animation may use third-party content, including but not limited to professional voice-overs, stock video, and image content, which is licensed specifically for the project. If such third-party content is included in the project files supplied to the client, the client is responsible for re-licensing these materials for any derivative works or additional usage beyond the original project scope. Rival Animation is not liable for any licensing infringements that may arise from the client’s use of third-party content without proper re-licensing.