Terms and Conditions

1. This is a licence agreement between Horizon Collective Ltd and its employees (the 'Licensor') and you ('the Licensee'). Any images and/or video or audio recordings supplied by the Licensor to the Licensee ('Materials') are detailed on the relevant invoice or proposal and are subject to the Standard Licensing Terms ("Terms") as detailed below and amended from time to time by the Licensor. Unauthorised use of any of the Licensor's Materials is prohibited and legal enforcement action may be taken. Unless expressly stated otherwise, the terms set out in the Particulars shall comprise the definitions herein.
2. The Client shall use all reasonable endeavours to facilitate the performance of those elements of the Scope of Work to be performed by Horizon Collective Ltd including, but not limited to, co-operating with Horizon Collective Ltd, providing all data and other information reasonably required by Horizon Collective Ltd, providing access to any premises of the Client for the purpose of performance of the Production and Scope of Work.
3. Where the Licensee fails to make payment of any invoice as per the payment terms specified on the invoice, the Licensor may without prejudice to any other remedy available to it suspend or revoke the Licensee's rights under this Agreement and / or charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from the date payment was due until the date payment is made. The payment due date shall be determined solely by the payment terms stated on the Licensor's invoice. Where no term is specified, payment will be due 30 days following the date of invoice. The Licensee or its agents may not use the Materials in any way after the payment due date where payment has not yet been received by the Licensor. A payment is deemed received either when cash is delivered to the Licensor (by prior arrangement) and a timed receipt is issued or where funds are sent (either by electronic transfer or cheque) and those funds have cleared in the Licensor's bank account. This may include a delay of up to a further three working days to allow the Licensor to deposit any cheque. For the avoidance of doubt, it is the responsibility of the Licensee to ensure that funds are received by the Licensor on or before close of business on the payment due date. If payment has still not been received for ANY invoice 28 days after the payment due date, the Licensee's rights in respect of ALL overdue invoices will automatically be suspended until all overdue payments have been received in full. Any use of the Materials during the suspension period WILL be unauthorised and WILL incur a Penalty Charge of no less than 6 (six) times the Licensor's prevailing standard usage fee. For the avoidance of doubt, other unauthorised usage (including any usage after the payment due date but where payment has not been received) may incur all or part of the Penalty Charge at the sole discretion of the Licensor. Penalty charges must also be paid and received in full before the Licensee's rights are restored.
4. Title to all IPR owned, created or developed by a party other than during the course of the Scope of Work (“Background IP”) shall remain with the party introducing the same. “IPR” means patents, registered designs, trademarks and service marks (whether registered or not), domain names, copyright, design right, trade secrets, know-how and all similar property rights in inventions, computer programs, designs and confidential information.
5. The Client agrees and declares that it holds the appropriate copyright and/or trademark permissions in respect of any artwork, images, text, and other data (“Client / Licensee Materials”) supplied to Horizon Collective Ltd for its performance of the Scope of Work, and hereby grants Horizon Collective Ltd the necessary permissions to use such Client Materials free of charge in performance of the Scope of Work and creation of the agreed edit / product.
6. Horizon Collective Ltd shall be entitled in its absolute discretion to refuse to use any Client Materials in the performance of the Scope of Work which it deems to be immoral, offensive, defamatory, obscene or otherwise illegal.
7. Any creative output supplied and / or designed by Horizon Collective Ltd  as part of the Scope of Work including, without limitation, artwork, images, videography, designs, logos, phrases and prose (together “Horizon Collective Ltd”), will remain the property of Horizon Collective Ltd and / or its suppliers in accordance with the Copyright, Designs and Patents Act 1988. The entire copyright in the Materials is retained by Horizon Collective (the 'Author') at all times throughout the world. The Author and / or the Licensor may from time to time at their sole discretion select Materials (in part or in whole, in physical and / or digital form) for inclusion in a display, showreel or portfolio or for other purposes including but not limited to entering into Film festivals or other exhibitions. Where any such use results in a benefit (for example a prize or exhibition fee) that benefit shall be retained exclusively by the Author and / or Licensor.
8. Unless otherwise agreed in writing by the Licensor, on payment of the agreed fee the Licensee is granted a non-exclusive and non-transferrable licence to use the Materials subject always to the Terms. Any restrictions on the Licensee's use of the Materials will be detailed on the relevant invoice.
9. The Client may request in writing from Horizon Collective Ltd the necessary permission to use Horizon Collective Ltd Creative Output, for which Horizon Collective Ltd holds the copyright, in forms other than that for which it was originally supplied, and Horizon Collective Ltd may at its sole discretion grant such permission in writing. No Horizon Collective Ltd Creative Output may be used in such manner without the prior written permission of Horizon Collective Ltd.
10. Any IPR in Horizon Collective Ltd Creative Output comprised in the Outputs is licensed for use by the Client only, in the form in which it is provided and may not be modified, re-used or re-distributed in any way or form without the express written consent of Horizon Collective Ltd.
11. The Client acknowledges and agrees that Horizon Collective Ltd cannot guarantee the originality or exclusiveness of any IPR comprised within the Outputs and licensed pursuant to clause 10 above.
12. The Client agrees that: (i) Horizon Collective Ltd may include appropriate credits and/or a link to Horizon Collective Ltd’s website in the Outputs; and (ii) unless agreed in writing to the contrary, Horizon Collective Ltd may include appropriate information from the Scope of Work and Outputs within case studies for use on Horizon Collective Ltd’s own website and within its promotional materials.
13. Horizon Collective Ltd and the Client agree with each other to keep and procure to be kept secret and confidential all secret or confidential information belonging to the other disclosed as a result of the relationship of the parties and shall not use nor disclose the same save as provided for in this Agreement, or as required by law. The parties shall only disclose such confidential information to those of their respective employees, consultants or agents who need to know it for the purposes of the Scope of Work provided that the recipient of such information is bound by obligations of confidentiality no less onerous than those provided herein and each party shall be responsible to the other in respect of any disclosure to such a person or use of such secret or confidential information by that person.
14. The obligations of confidentiality in clause 13 shall not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of the obligations of confidentiality in this Agreement or which either party can show was in its written records prior to the date of disclosure of the same by the other party, or which it receives from a third party independently entitled to disclose it, or which is independently developed by the other party without recourse to the confidential information.
15. Either party may terminate this Agreement forthwith by notice in writing to the other if: (i) the other party is in default of any material obligation of this Agreement or commits a series of persistent breaches of this Agreement and (a) the breach or breaches is/are irremediable, or (b) in the case of such default being reasonably capable of being remedied, fails to remedy it within thirty (30) calendar days of being given written notice from the other party to do so, or (ii) the other party becomes insolvent, or takes or suffers any similar or analogous action.  
16. Subject to clause 17, the liability of Horizon Collective Ltd under or otherwise in connection with the provision of the Scope of Work and this Agreement will not extend to any incidental or consequential damages or losses including (without limitation) loss of profits.  In any event the Client accepts and agrees that the maximum liability of Horizon Collective Ltd under or otherwise in connection with the provision of the Scope of Work and this Agreement shall not exceed an amount equal to the Price.
17. Notwithstanding anything to the contrary contained in this Agreement, nothing shall limit either party’s liability for personal injury or death caused by negligence, fraud or any other liability which in law may not be limited.
18. Horizon Collective Ltd does not accept responsibility for the Client’s use of the Outputs or their fitness for any particular purpose, and the Client undertakes to make no claim against Horizon Collective Ltd or any of its employees for any liabilities incurred in this respect.
19. The Client hereby indemnifies Horizon Collective Ltd from and against all damages, claims, liabilities (including without limitation royalty payments) and costs arising from a breach by the Client of clauses 5, 9 or 10.
20. Clauses  4 - 14 and 16 - 19 shall survive termination of this Agreement howsoever caused.
21. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other.
22. Except as expressly set out in this Agreement, nothing in this Agreement shall confer on any third party any benefit or the right to enforce any provision of this Agreement.
23. Nothing in this Agreement is intended to create, imply or evidence any partnership or joint venture between Horizon Collective Ltd and the Client  / Licensee or the relationship between them of principal and agent.
24. If the Client issues or has already issued a purchase order, memorandum or other agreement covering the work to be provided under this Agreement, it is agreed that such document is for the Client’s own internal purposes only and all terms and conditions contained or referred to in such a document insofar as they are additional to or inconsistent with the terms of this Agreement shall be of no force or effect. For the avoidance of doubt the only supplemental documents which shall be valid to vary this Agreement are those which are stated to be for such purpose and expressly refer to this Agreement.
25. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be: delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by e-mail to its main e-mail address. Any notice or communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by prepaid first-class post or other next working day delivery service, at 11.00 am on the second Business Day after posting; or if sent by e-mail at 9.00am on the next Business Day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
26. Neither party will be liable for any delay in performing its obligations under this Agreement if that delay is caused by circumstances beyond its reasonable control (including, without limitation, any delay caused by an act or omission of the other party) and the party affected will be entitled to a reasonable extension of time to enable the performance of its obligations.
27. If any provision or part of this Agreement is held to be invalid, the rest of the Agreement will continue to be valid to the maximum extent permissible under law.
28. If the Licensee wishes to postpone the provision of the Services (or any part of them), it must give Horizon Collective at least 4 week’s prior notice. If the Licensee fails to provide 4 weeks prior written notice, it shall pay all Costs in respect of the Services (which shall include without limitation all costs associated with Third Party Materials, crew and personnel costs, where such crew and personnel cannot be reasonably redeployed) up to the value of the Costs. The parties shall discuss and agree any reschedule of the Services, timelines (subject to availability), further Costs (if applicable) and on agreement, Horizon Collective shall produce a new Production Schedule, which once signed by the parties, shall be deemed to replace the previous Production Schedule. For the avoidance of doubt, where postponement takes place with less than 4 weeks prior written notice, the Licensee will be liable to pay additional costs for the rescheduled Services. The licensee may only postpone the Services once.Thereafter the licensee must continue with the Services or exercise its rights to terminate as set out. Horizon Collective may postpone the Services by up to 4 weeks on notice to the licensee, without being in breach of this Agreement.
29. Any dispute, difference, claim or proceeding between the parties with respect to any matter arising out of or relating to this Agreement shall be resolved by negotiation by senior representatives of the parties who have the authority to settle the same using good faith efforts.

This Agreement shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.