TERMS AND CONDITIONS

Application and Entire Agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation
(Services) by  Fulfilment Pictures Ltd a company registered in Scotland under
number SC652084 whose registered office is at Film City, 401 Govan Road, Glasgow, G51
2QJ  (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation
or from the date of any performance of the Services (whichever happens earlier) and these
Terms and Conditions and our quotation (the Contract) are the entire agreement between us.

3. You acknowledge that you have not relied on any statement, promise or representation made
or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any
other terms that you try to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.

Interpretation

1. A "business day" means any day other than a Saturday, Sunday or bank holiday in Scotland.

2. The headings in these Terms and Conditions are for convenience only and do not affect their
interpretation.

3. Words imparting the singular number shall include the plural and vice-versa.

Services

1. We warrant that we will use reasonable care and skill in our performance of the Services which
will comply with the quotation, including any specification in all material respects. We can
make any changes to the Services which are necessary to comply with any applicable law or
safety requirement, and we will notify you if this is necessary.

2. We will use our reasonable endeavours to complete the performance of the Services within the
time agreed or as set out in the quotation; however, time shall not be of the essence in the
performance of our obligations.

3. All of these Terms and Conditions apply to the supply of any goods as well as Services unless
we specify otherwise.

Your Obligations

1. You must obtain any permissions, consents, licences or otherwise that we need and must give
us with access to any and all relevant information, materials, properties and any other matters
which we need to provide the Services.

2. If you do not comply with clause 10, we can terminate the Services.

3. We are not liable for any delay or failure to provide the Services if this is caused by your failure
to comply with the provisions of this section (Your obligations).

Fees and Deposit

1. The fees (Fees) for the Services are set out in the quotation and are on a time and materials
basis.

2. In addition to the Fees, we can recover from you a) reasonable incidental expenses including,
but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the
Services, and c) the cost of any materials required for the provision of the Services.

3. You must pay us for any additional services provided by us that are not specified in the
quotation in accordance with our then current, applicable  daily  rate in effect at the time of
performance or such other rate as may be agreed between us. The provisions of clause 14
also apply to these additional services.

4. The Fees are  exclusive  of any applicable VAT and other taxes or levies which are imposed or
charged by any competent authority.

5. You must pay a deposit (Deposit) as detailed in the quotation   within  10  days of
acceptance. 

6. If you do not pay the Deposit to us according to the clause above, we can either withhold
provision of the Services until the Deposit is received or can terminate under the clause below
(Termination).

7. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such
failure (where the failure is not our fault, no refund will be made).

 

Cancellation and Amendment

1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the
Services have not started, within a period of  5  days  from the date of the quotation, (unless
the quotation has been withdrawn).

2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of
the quotation.

3. If you want to amend any details of the Services you must tell us in writing as soon as
possible. We will use reasonable endeavours to make any required changes and additional
costs will be included in the Fees and invoiced to you.

4. If, due to circumstances beyond our control, including those set out in the clause below
(Circumstances beyond a party's control), we have to make any change in the Services or
how they are provided, we will notify you immediately. We will use reasonable endeavours to
keep any such changes to a minimum.

Payment

1. We will invoice you for payment of the Fees either:

1. when we have completed the Services; or
2. on the invoice dates set out in the quotation.

2. You must pay the Fees due within  30  days  of the date of our invoice or otherwise in
accordance with any credit terms agreed between us.

3. Time for payment shall be of the essence of the Contract.

4. Without limiting any other right or remedy we have for statutory interest, if you do not pay
within the period set out above, we will charge you interest at the rate of 5% per annum above
the base lending rate of the Bank of England from time to time on the amount outstanding until
payment is received in full.

5. All payments due under these Terms and Conditions must be made in full without any
deduction or withholding except as required by law and neither of us can assert any credit, set-
off or counterclaim against the other in order to justify withholding payment of any such amount
in whole or in part.

6. If you do not pay within the period set out above, we can suspend any further provision of the
Services and cancel any future services which have been ordered by, or otherwise arranged
with, you.

7. Receipts for payment will be issued by us only at your request.

8. All payments must be made in  British Pounds unless otherwise agreed in writing between us.

Sub-contracting and Assignment

1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all
or any of our rights under these Terms and Conditions and can subcontract or delegate in any
manner any or all of our obligations to any third party.

2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in
any other manner with all or any of your rights or obligations under these Terms and
Conditions.

Termination

1. We can terminate the provision of the Services immediately if you:

1. commit a material breach of your obligations under these Terms and Conditions; or

2. fail to make pay any amount due under the Contract on the due date for payment; or

3. are or become or, in our reasonable opinion, are about to become, the subject of a
bankruptcy order or take advantage of any other statutory provision for the relief of
insolvent debtor; or

4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other
scheme or arrangement is made with its creditors; or

5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation,
have a receiver, manager, administrator or administrative receiver appointed in respect
of your assets or undertakings or any part of them, any documents are filed with the
court for the appointment of an administrator in respect of you, notice of intention to
appoint an administrator is given by you or any of your directors or by a qualifying
floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act
1986), a resolution is passed or petition presented to any court for your winding up or
for the granting of an administration order in respect of you, or any proceedings are
commenced relating to your insolvency or possible insolvency.
 

Intellectual Property

1. We reserve all copyright and any other intellectual property rights which may subsist in any
goods supplied in connection with the provision of the Services. We reserve the right to take
any appropriate action to restrain or prevent the infringement of such intellectual property
rights.

Liability and Indemnity

1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or
misrepresentation or otherwise, shall be limited as set out in this section.

2. The total amount of our liability is limited to the total amount of Fees payable by you under the
Contract.

3. We are not liable (whether caused by our employees, agents or otherwise) in connection with
our provision of the Services or the performance of any of our other obligations under these
Terms and Conditions or the quotation for:

1. any indirect, special or consequential loss, damage, costs, or expenses or;

2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of
reputation or goodwill; business interruption; or, other third party claims; or

3. any failure to perform any of our obligations if such delay or failure is due to any cause
beyond our reasonable control; or

4. any losses caused directly or indirectly by any failure or your breach in relation to your
obligations; or

5. any losses arising directly or indirectly from the choice of Services and how they will
meet your requirements or your use of the Services or any goods supplied in connection
with the Services.
 

4. You must indemnify us against all damages, costs, claims and expenses suffered by us arising
from any loss or damage to any equipment (including that belonging to third parties) caused by
you or your agents or employees.

5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal
injury caused by our negligence, or for any fraudulent misrepresentation, or for any other
matters for which it would be unlawful to exclude or limit liability.

Data Protection

1. When supplying the Services to the Customer, the Service Provider may gain access to and/or
acquire the ability to transfer, store or process personal data of employees of the Customer.

2. The parties agree that where such processing of personal data takes place, the Customer shall
be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the
General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted
from time to time.

3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor'
and 'Data Subject' shall have the same meaning as in the GDPR.

4. The Service Provider shall only Process Personal Data to the extent reasonably required to
enable it to supply the Services as mentioned in these Terms and Conditions or as requested
by and agreed with the Customer, shall not retain any Personal Data longer than necessary for
the Processing and refrain from Processing any Personal Data for its own or for any third
party's purposes.

5. The Service Provider shall not disclose Personal Data to any third parties other than
employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and
only under the same (or more extensive) conditions as set out in these Terms and Conditions
or to the extent required by applicable legislation and/or regulations.

6. The Service Provider shall implement and maintain technical and organisational security
measures as are required to protect Personal Data Processed by the Service Provider on
behalf of the Customer.

7. Further information about the Service Provider's approach to data protection are specified in its
Data Protection Policy, which can be found The policy can be found on our website. For any
enquiries or complaints regarding data privacy, you can email: hello@fulfilmentpictures.com.

Circumstances Beyond a Party's Control

1. Neither of us is liable for any failure or delay in performing our obligations where such failure or
delay results from any cause that is beyond the reasonable control of that party. Such causes
include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes,

acts of terrorism, acts of war, governmental action or any other event that is beyond the control
of the party in question. If the delay continues for a period of 90 days, either of us may
terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of,
the party giving notice (or a duly authorised officer of that party).

2. Notices shall be deemed to have been duly given:

1. when delivered, if delivered by courier or other messenger (including registered mail)
during the normal business hours of the recipient;

2. when sent, if transmitted by fax or email and a successful transmission report or return
receipt is generated;

3. on the fifth business day following mailing, if mailed by national ordinary mail; or

4. on the tenth business day following mailing, if mailed by airmail.

3. All notices under these Terms and Conditions must be addressed to the most recent address,
email address or fax number notified to the other party.

No waiver

1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver
of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

1. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise
unenforceable, that / those provisions will be deemed severed from the remainder of these
Terms and Conditions (which will remain valid and enforceable).

Law and Jurisdiction

1. These Terms and Conditions shall be governed by and interpreted according to the law
of Scotland and all disputes arising under the Terms and Conditions (including non-contractual
disputes or claims) shall be subject to the exclusive jurisdiction of the Scottish courts.