Supplier Terms & Conditions

1. Definitions

In these Conditions:

1.1 “Company” means E P Studios Ltd.
1.2 “Supplier” means the individual or organisation providing Goods and/or Services to the Company.
1.3 “Order” means any purchase order, booking confirmation, email instruction or written request issued by the Company.
1.4 “Goods” means all goods, equipment, materials or items supplied by the Supplier under an Order.
1.5 “Services” means all services supplied by the Supplier, including freelance or contracted work.
1.6 “Deliverables” means all outputs, files, footage, artwork, documents, or materials created or supplied by the Supplier in connection with an Order.

2. Acceptance and Variation of Conditions

2.1 These Conditions apply to all Orders placed by the Company and override any other terms proposed by the Supplier.

2.2 No variation to these Conditions is binding unless agreed in writing by the Company.

2.3 The Company will not be liable for any Goods or Services supplied without an official Order or written instruction.

2.4 By commencing work or supplying Goods or Services following receipt of an Order, the Supplier is deemed to have accepted these Conditions.

3. Delivery and Performance

3.1 Goods and/or Services shall be delivered or performed at the time, date and location specified in the Order or as otherwise agreed in writing.

3.2 Goods must be properly packed, labelled and protected so as to reach the delivery destination in good condition. All packing and delivery shall be at the Supplier’s risk and expense unless otherwise agreed.

3.3 Time is of the essence in relation to delivery and performance. If the Supplier fails to meet agreed deadlines, the Company reserves the right to:

• cancel the whole or part of the Order;

• engage an alternative supplier; and

• recover from the Supplier any reasonable additional costs incurred.

3.4 The Company may reject any Goods or Services that do not conform to the Order, specification or reasonable industry standards.

3.5 Any Goods delivered in excess of the quantity ordered may be rejected and returned at the Supplier’s risk and expense.

4. Ownership of Goods

4.1 Ownership of Goods shall pass to the Company upon delivery, subject to inspection and acceptance, without prejudice to any right of rejection that may accrue to the Company.

4.2 Risk in the Goods shall remain with the Supplier until delivery to the Company at the location specified in the Order.

5. Payment

5.1 Unless otherwise agreed in writing, the Company shall pay valid invoices within 30 days of receipt.

5.2 The Supplier must submit invoices within 180 days of the date of supply or completion of Services. Invoices received after this period may not be recognised or paid.

5.3 No additional charges (including travel, overtime, subsistence, equipment hire or similar) shall be payable unless expressly agreed in advance and in writing by the Company.

5.4 Early delivery of Goods or performance of Services shall not, of itself, entitle the Supplier to earlier payment.

6. Standards, Compliance and Warranties

6.1 The Supplier shall perform all Services and supply all Goods:

• with reasonable skill and care;

• in accordance with best practice and professional standards within the relevant industry;

• in compliance with all applicable laws and regulations; and

• in accordance with any specification or brief set out in the Order.

6.2 The Supplier warrants that all Goods supplied:

• are of satisfactory quality;

• are free from defects in design, material and workmanship; and

• are fit for the purpose for which they are supplied.

6.3 The Company shall be entitled to withhold or reduce payment for defective or non-compliant Goods or Services until such defects have been remedied to the Company’s reasonable satisfaction.

7. Intellectual Property

7.1 All intellectual property rights in Deliverables created specifically for the Company under an Order shall vest in the Company upon creation.

7.2 To the extent that such rights do not automatically vest, the Supplier hereby assigns to the Company, with full title guarantee, all present and future intellectual property rights in the Deliverables, worldwide, in perpetuity and on a royalty-free basis.

7.3 The Supplier waives any moral rights in the Deliverables to the fullest extent permitted by law.

7.4 Where the Supplier’s pre-existing intellectual property is incorporated in the Deliverables, the Supplier grants the Company a non-exclusive, worldwide, perpetual and royalty-free licence to use such pre-existing materials solely as part of the Deliverables and for the Company’s ordinary business purposes.

7.5 The Supplier shall indemnify the Company against all claims, damages, costs and expenses arising out of any allegation that the Goods, Services or Deliverables infringe the intellectual property rights of any third party.

8. Confidentiality and Non-Solicitation

8.1 The Supplier shall keep confidential all information of a commercial, technical or creative nature disclosed by the Company or its clients and shall not use such information for any purpose other than fulfilling the Order.

8.2 The Supplier shall not, without the Company’s prior written consent, disclose any association with the Company or its clients in any promotional or public communications.

8.3 The Supplier shall not, during the term of any engagement and for a period of 12 months thereafter, directly solicit work from or enter into a direct contractual relationship with any client or partner of the Company introduced to the Supplier through the Company, without the Company’s prior written consent.

9. Responsibility for Information

9.1 The Supplier is responsible for the accuracy and completeness of all information, data, drawings, specifications, artwork or other materials supplied to the Company in connection with the Order.

9.2 The Company shall not be liable for any errors or defects in Goods or Services resulting from inaccurate or incomplete information provided by the Supplier.

10. Assignment and Subcontracting

10.1 The Supplier shall not assign, transfer or subcontract any of its rights or obligations under an Order without the prior written consent of the Company.

10.2 No act of subcontracting shall relieve the Supplier of any of its obligations under these Conditions, and the Supplier shall remain responsible for the acts and omissions of any subcontractor.

11. Insurance

11.1 The Supplier shall maintain appropriate and adequate insurance cover, including (where applicable):

• Public Liability Insurance;

• Professional Indemnity Insurance; and

• Employer’s Liability Insurance.

11.2 Evidence of such insurance shall be provided to the Company upon request.

11.3 The Supplier shall indemnify the Company against any loss, damage, claim or expense arising out of any act or omission of the Supplier or its personnel.

12. Ethical Standards, Anti-Slavery and Anti-Bribery

12.1 The Supplier shall comply with all applicable laws and regulations relating to:

• anti-slavery and human trafficking;

• anti-bribery and corruption; and

• ethical and responsible business practices.

12.2 The Supplier shall maintain a professional and respectful working environment, free from harassment, discrimination or bullying, and shall uphold standards of dignity at work consistent with good industry practice.

13. Termination

13.1 The Company may cancel an Order or terminate any engagement with immediate effect by written notice if:

• the Supplier materially breaches these Conditions;

• performance or delivery is repeatedly late or unsatisfactory;

• the Supplier becomes insolvent, bankrupt or ceases to trade; or

• the Supplier’s conduct is, in the Company’s reasonable opinion, detrimental to the Company or its clients.

13.2 Upon termination, the Company shall have no obligation to pay for any Goods or Services not properly supplied or completed in accordance with these Conditions.

14. Force Majeure

14.1 The Company shall not be liable for failure to fulfil an Order, or any part of it, where such failure is due to circumstances beyond the Company’s reasonable control, including but not limited to industrial disputes, accidents, illness, transport disruption, equipment failure, acts of God, war, terrorism, or changes in law or regulation.

14.2 In such circumstances, the Company may cancel or suspend the Order without liability.

15. Governing Law and Jurisdiction

15.1 These Conditions and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The Supplier submits to the exclusive jurisdiction of the courts of England and Wales.