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Terms and Conditions

The Farm Post Production Limited
Terms & Conditions of Trade
Additional copies are available upon request.

1 DEFINITIONS

In this document:
1.1 “Conditions”means these terms & conditions;
1.2 “Client” means the company, individual, sole trader, association, unincorporated body or partnership
stated in the Order or as may be otherwise agreed in writing between the authorised representatives
of The Farm and the Client.
1.3 “Confirmation” means an acknowledgement issued by The Farm of the Order (which shall include fax,
e-mail and verbally);
1.4 “Content”means audio or visual information contained on the Source Material;
1.5 “Digital Delivery” means all methods of delivery of Source Material and New Material, to and from
the Client, but excluding physical delivery;
1.6 “The Farm”means The Farm Post Production Ltd.;
1.7 “Equipment” means the equipment to be provided by The Farm (if any) in accordance with the Order,
together with the accessories (if any) and cases in which the Equipment is packed and any part or
parts of the same as further specified in the Order or as may be otherwise agreed between the
authorised representatives of The Farm and the Client;
1.8 “New Material(s)”means any material created by or for The Farm in accordance with the Order or as may
be otherwise agreed between the authorised representatives of The Farm and the Client, including
material created through the duplication or manipulation of the Content;
1.9 “Order” means a request from the Client to The Farm whether issued in writing (which shall include fax
and e-mail) or verbally for the supply of Equipment,New Materials, Personnel and/or Services;
1.10 “Personnel” means the personnel (if any) supplied by The Farm to provide the Services and any or all of
them;
1.11 “Proposal” means any written proposal that may be issued by The Farm to the Client (including any
proposal to which these Conditions are attached) setting out certain details, including, but not
limited to, the Services, New Materials and/or Equipment to be provided as applicable and the
charges, fees or costs (some or all of which may be stated to be estimates) relating to them, together
with any subsequent amendment(s) as may be agreed in writing between the authorised
representatives of The Farm and the Client;
1.12 “Services”means the services to be provided by The Farm (if any) in accordance with the Order, Proposal;
or as may be otherwise agreed between the authorised representatives of The Farm and the Client;
1.13 “Source Material” means the instrument on which the original Content is contained and delivered to
The Farm by or on behalf of the Client; and
1.14 “Term” means the period of hire of Equipment, the supply of the Services and/or supply of Personnel
to the Client, as applicable. In the case of rental of Equipment, this shall commence upon the
Equipment being collected by or delivered to the Client and terminate on the date of the return of the
Equipment to The Farm in accordance with the Order,Proposal or any extension agreed by an authorised
representative of The Farm. In the case of supply of Personnel, this shall commence on the first date of
supply of the Personnel and terminate on the return of the Personnel to The Farm’s premises
in accordance with the Order, Proposal or any extension agreed by an authorised representative of
The Farm.

General Terms & Conditions
2 APPLICATION

2.1 These Conditions alone shall govern and be incorporated in every contract made by or on behalf of
The Farm with the Client. They shall apply in place of and prevail aver any terms or conditions contained
or referred to in any documentation submitted by the Client or included in any correspondence,
purchase order or elsewhere or implied by trade, custom or course of dealing unless specifically
excluded or varied in writing by a board director of The Farm and any provisions to the contrary are
hereby excluded or extinguished.
2.2 If, subsequent to any agreement which is subject to these Conditions, an agreement is made with the
Client without reference to any terms and conditions, such agreement howsoever made shall be
deemed to be subject to these Conditions.
2.3 Any agreement between the Client and The Farm,whether verbal or written,which does not conform to
these Conditions shall not be binding on The Farm unless it has been accepted in writing by a board
director of The Farm.

3 ORDERS & CANCELLATION

3.1 Each Order placed by the Client shall be deemed to be an offer by the Client to The Farm subject to these
Conditions. No Order placed by the Client shall be deemed to be accepted by The Farm until a
Confirmation is given by The Farm or (if earlier) The Farm delivers the Equipment,New Materials, Personnel
and/or Services to the Client. The Client must ensure that the terms of its Order and any applicable
specification are complete and accurate. If The Farm issues a Proposal, the Client’s written approval of
such Proposal shall de deemed to be an Order.
3.2 Where prices are stated to be estimates, The Farm shall use its reasonable endeavours to ensure that the
estimates are accurate and, in the event that they are not, to inform the Client of the actual price(s)
as soon as it becomes aware that the estimate is inaccurate. Approval by the Client of any Proposal
that contains estimated prices shall infer the Client’s agreement to pay the actual prices at the date
of delivery of the Equipment,New Materials, Personnel and/or Services supplied.
3.3 With the exception of clause 16.6, if The Farm agrees to accept cancellation of an Order, a cancellation fee
shall be payable by the client. This cancellation fee will be the higher of :
The Farm’s expenses incurred in relation to the Order or arising from the cancellation or variation;
or a %age of The Farm’s fees and costs for the Equipment, Personnel and/or Services set out in the Order,
determined by the length of notice of cancellation provided by the client in writing as follows:
Over 30 days 10% of the total Order value
8-30 days 25% of the total Order value
Up to 7 days 50% of the total Order value
3.4 If the Client requires any change, variation, addition or deletion to the Order after it has been received
by The Farm, The Farm will inform the Client of the effect of any such change, variation, addition or deletion
on delivery times and the costs, fees and expenses and the Client will be responsible for these.

4 DELIVERY

4.1 The Farm shall use its reasonable endeavours to effect delivery and/or collection of the Equipment
and/or New Material and, if applicable, installation of the Equipment at such time and place as shall
be mutually agreed between the Client and The Farm. For the avoidance of doubt, time for delivery
and/or provision of Services, Personnel, New Materials, Equipment or installation by The Farm shall not
be of the essence unless specifically agreed in writing by a board director of The Farm. All delivery and
installation dates are estimates only and should, if applicable, the delivery and/or installation
process be held up by the Client or by its agents or sub-contractors, The Farm will not be held responsible
for any delay in the completion of the overall project to which the Equipment and/or Services relate
or any losses thereby incurred by the Client.
4.2 When the Equipment and/or New Material is collected from The Farm’s premises or is delivered by
The Farm other than under the supervision of the Personnel, the Client or his agent or representative
shall sign The Farm’s delivery note. Such signature shall be conclusive proof of the quantity and the date
of delivery/receipt specified and also confirmation that the Equipment and/or New Material has
been delivered/received to the quality and quantity as specified by The Farm in accordance with the
Order or as otherwise agreed in writing.
4.3 The Client shall make provision to examine the Equipment and/or New Material immediately upon
collection from or delivery by The Farm to it, its client, end user, agent or other representative and it is
the responsibility of the Client in all cases to establish any loss or damage.
4.4 The Client shall notify The Farm in writing of any claim that the Equipment and/or New Material is
damaged or not in accordance with the quality and quantity as specified by The Farm in accordance
with the Order or as otherwise agreed in writing within three working days of delivery or collection
and all communications must quote The Farm’s despatch note number. The Equipment and its
packaging must be preserved by the Client intact pending investigation by The Farm. If the Client fails
to notify The Farm within this period, the Equipment and/or New Material shall be deemed to be of the
quality and quantity as specified by The Farm in accordance with the Order or as otherwise agreed in
writing and the Client shall pay The Farm accordingly.
4.5 Any claim for non-delivery of Equipment and/or New Material must be made in writing and received
by The Farm within 14 days of the invoice date and any claim must quote The Farm’s invoice number.
4.6 Any claim for damage to the Equipment due to defective installation by The Farm must be
communicated to The Farm in writing within three working days of installation and all
communications must quote The Farm’s despatch note number. The Client should not repair or attempt
to repair or request a third party to repair or attempt to repair the Equipment or the installation
without the prior written consent of an authorised representative of The Farm.
4.7 The Farm shall be entitled to charge the Client for delivery and, as appropriate, installation costs,
including delivery effected by an agent, carrier or supplier of The Farm and for subsistence costs of the
Personnel effecting delivery and/or installation where the delivery/installation address is more than
50 miles from any of The Farm’s premises. Where the delivery/installation address is outside the UK, the
Client shall be responsible for all delivery costs and for securing any and all customs clearances.
4.8 Where the Equipment and/or New Material is delivered in instalments and the Client either fails to
accept any delivery or permit installation when due or defaults in making payment in respect of any
instalment when due, The Farm may cancel any outstanding deliveries and, if applicable, installation
and the Client shall compensate The Farm in full for any loss or expense arising from such cancellation.

5 TERMINATION

5.1 Any agreement by The Farm to supply Equipment, New Materials, Personnel and/or Services to the
Client may be terminated immediately by The Farm giving written notice to the Client to that effect on
the happening of any of the following events:
5.1.1 if the Client fails to pay any charges, fees or costs due to The Farm in accordance with these
Conditions within seven days of the same having become due (whether demanded or not);or
5.1.2 if the Client fails to observe or perform any other of its obligations set out in these
Conditions; or
5.1.3 if the Client shall make any arrangement with its creditors; or
5.1.4 if in the opinion of The Farm, the Client shall be unable to pay its debts as and when they fall
due; or
5.1.5 if an order shall be made or an effective resolution passed for the winding up of the Client
(other than for the purposes of a reconstruction or amalgamation); or
5.1.6 if an administrator, receiver or manager or administrative receiver shall be appointed of the
whole or any part of the undertaking or assets of the Client, or
5.1.7 if, in the opinion of The Farm, the Client, its employees, authorised agents and/or subcontractor(
s) are guilty of dishonesty, misconduct, incompetence or wilful neglect of their
duties.
5.2 Termination shall not affect any other right or remedy of The Farm against the Client and shall not affect
the right of The Farm to recover from the Client any charges, fees or costs or other monies due to The Farm
at the date of such termination and shall not affect The Farm’s right to recover damages from the Client
in respect of any breach of these Conditions.

6 CREDIT AND PAYMENT

6.1 Unless otherwise agreed in writing by a board director of The Farm, the Client shall pay to The Farm the
amount(s) invoiced (including any hire charges) in accordance with the Order, or as otherwise agreed
in writing by an authorised representative of The Farm and these Conditions (without retention or setoff),
together with any VAT due thereon, within 30 days of the date of the invoice. For the avoidance
of doubt, time for payment shall be of the essence.
6.2 With regard to any invoice issued in accordance with clause 6.1, the Client shall provide written
notification to The Farm of any dispute in relation to such Invoice within 14 days of the date of invoice,
otherwise, the invoice shall be deemed to be acceptable to the Client.
6.3 All payments due to The Farm shall be in UK Pound Sterling unless otherwise agreed in writing between
the parties. No payment shall be deemed to have been received until The Farm has received cleared
funds. The Client shall be liable for any costs in relation to any currency conversion and exchange
rates.
6.4 The Farm reserves the right to withdraw any credit facilities granted to the Client forthwith if clause 6.1
is not observed.
6.5 In all cases where accounts are overdue for payment The Farm reserves the right either to refuse to
supply goods and/or services or to cancel all existing agreements without prejudice to any of its other
rights contained in these Conditions or to any existing claim.
6.6 Notwithstanding clause 6.5, The Farm shall be entitled to charge interest on all overdue payments at the
rate of 2% above Barclays Bank Plc base rate from time to time from the due date for payment until
actual payment, before and after judgment, calculated on a daily basis.
6.7 With the exception of clause 16.5 The Farm reserves the right in relation to all Orders with a total price
in excess of £5,000 to require a deposit of 10% of the total price at the same time the Order is accepted
by The Farm and in relation to all Orders with a total price in excess of £20,000 to require staged
payments of the total price as follows:
6.7.1 30% payable on acceptance of the Order by The Farm;
6.7.2 30% payable at least 12 days prior to the date of commencement of the Services and/or
delivery of the Equipment, Personnel and/or New Material; and
6.7.3 40% payable 30 days after completion.
6.8 The Farm shall be entitled to a general lien on all Equipment and property owned by the Client in
The Farm’s possession (although the Client may have paid for the same in full) in satisfaction of the
whole or part as the case may be of any overdue charges, fees and costs due to The Farm in accordance
with these Conditions. The Farm shall be entitled to offset any sum or sums owing to it from the Client
against any sums owed to the Client by The Farm.

7 RELATIONSHIP OF THE PARTIES

7.1 Both The Farm and the Client are independent parties and the parties acknowledge that with the
exception of clause 13.5.5, neither of them is an agent or partner of the other for any purpose and that
each of them is entirely without authority to act on behalf of the other in any manner. The Farm shall
not be responsible to third parties for any claim arising out of the activities of the Client and the
Client shall indemnify The Farm against such claim.

8 LIABILITY

8.1 Other than in respect of death or personal injury arising from the negligence or fraudulent
misrepresentation of The Farm, so far as is permissible in law, The Farm’s total liability (irrespective of how
many claims are made and whatever the subject matter of such claims) to the Client in respect of the
Order whether in contract, tort (including negligence or breach of statutory duty), misrepresentation
or however otherwise arising, shall be limited to £500,000 or twice the amount of the charges, fees
and costs payable by the Client in accordance with the Order (or any subsequent variation under the
provisions of these Conditions),whichever is the lower.
8.2 The Client agrees and acknowledges that The Farm shall in no circumstances be liable (whether in
contract, tort or otherwise) for any indirect, economic or consequential loss or damage (including any
loss of profit or anticipated savings, loss of business or for any increased costs or expenses or
otherwise) in connection with any act or omission by The Farm (or any third party supplier engaged by
The Farm) including but not limited to any delay in delivery of the Equipment and/or New Materials
and/or delay in performance or completion of the Services.
8.3 The Client places no reliance upon any representation or warranty made by The Farm,whether written
or oral, other than any representation given in writing by a board director of The Farm.
8.4 The Client agrees to indemnify The Farm, any related company or any of its employees, agents,
consultants or sub contractors against all or any costs, claims, damages, demands and expenses
arising as a result of any use of any material or documentation supplied by or on behalf of the Client
infringing the intellectual property or any other similar rights of any other party, or arising as a
result of any use of or reliance on any information or instructions issued by or on behalf of the Client.

9 CONFIDENTIALITY

9.1 Each party agrees to treat as secret and confidential the business and trade secrets of the other party
and in the Clients case such obligations shall extend to matters relating to the business practices and
cost proposals of The Farm. Neither party shall disclose, copy or use for any purpose any confidential
information of the other party. These obligations shall not apply to any information that is in the
public domain other than due to a breach by any person of any obligations of confidentiality or in
relation to information that was already known by the other party prior to disclosure or which is
required to be disclosed by law.

10 THE CLIENT’S OBLIGATIONS

10.1 The Client shall be responsible for those obligations and/or assumptions which are expressed to be
the responsibility of the Client in these Conditions,any Proposal or are otherwise agreed between the
parties in writing and shall ensure that those obligations are carried out fully and promptly by it or
on its behalf.
10.2 The Client shall at all times comply promptly with all The Farm’s reasonable requests for information or
approval.Any delay in complying with such requests shall automatically entitle The Farm to extend any
time schedule by an equivalent period.
10.3 The Client shall procure that any other contractor appointed by or on behalf of the Client in
connection with the Order shall fully co-operate with The Farm and comply with any reasonable
instructions issued by The Farm in connection with the Order. The Client shall be liable for the actions of
such contractors and responsible for managing all such contractors in order to ensure compliance
with the Conditions and all applicable rules and regulations and to ensure proper and timely
performance of the Order.
10.4 In the event of the Client being responsible for the provision of any venue, auditorium or equipment
relating to the Order, the Client shall be responsible for ensuring that all necessary and applicable
laws, regulations and guidelines are fully complied with in relation to the same.
10.5 The Client agrees to be bound by the introduction fee payable to The Farm by the Client and set out
below in respect of the transfer of employment of any employee from The Farm to the Client if such
transfer occurs within a period of 12 months of the employees’ termination of employment with
The Farm:
10.5.1 15% of salaries below £20,000; or
10.5.2 20% of salaries of £20,000 or above.

11 GENERAL

11.1 Any order or instruction required to be given to The Farm by the Client shall be given by him or his duly
authorised agent in writing. If given orally, it shall be confirmed in writing to The Farm within three
days. The Farm shall not be liable for the consequences of any inaccuracies or misunderstandings
resulting from any order or instruction by the Client not received by The Farm in writing or so
confirmed.
11.2 The Farm reserves the right to sub-contract the provision of all or any part of the Services and to assign
or otherwise deal in any way whatsoever with The Farm’s interest in the Equipment and/or
New Materials.
11.3 The invalidity, illegality or unenforceability of any of the Conditions or any part of any Condition
shall not affect the validity, legality or enforceability of the remainder.
11.4 Any forbearance or indulgence on the part of The Farm, its servants or agents to enforce fully, or at all,
any of the Conditions shall not constitute a waiver of The Farm’s rights and shall be entirely without
prejudice to those rights.
11.5 Any notice to be given to either party under these Conditions must he in writing and sent by courier
or first class recorded delivery post to in the case of The Farm, 7 Soho Square, London W1D 3QF or
any subsequently notified address and to the Client at its last notified address. Notices so served will
be deemed to have been received 2 working days after the date of dispatch or posting.
11.6 The Farm shall not be liable for any delay or failure to perform its obligations if that delay or failure is
caused by circumstances beyond its reasonable control including but not limited to acts of God,
industrial dispute, civil disturbance, strikes or lock-outs or impossibility of or difficulty in obtaining
source materials. The Farm shall be entitled to a reasonable extension of time for the performance of
such obligations.
11.7 The Client shall not be entitled to assign or transfer the benefit or burden of this contract to any other
party without the prior written consent of a board director of The Farm.
11.8 In the event of any dispute arising out of this agreement, the parties shall attempt to settle it by
negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with
each other in good faith and,recognising their mutual interests,attempt to reach a just and equitable
settlement satisfactory to both parties. Negotiations shall be conducted between the respective
senior executives of the parties who have authority to settle disputes. If the parties do not reach such
a settlement within a period of 21 days from the date when-the dispute was brought to either party’s
attention, the parties will attempt to settle it by mediation administered by the Centre for Dispute
Resolution (CEDR). To initiate mediation, a party must give written notice to the other parties to the
dispute requesting a mediation. The mediation shall be conducted in accordance with the CEDR
Model Mediation Procedure current at the date of the referral which sets out the procedures to be
adopted, the process of selection of the mediator and the costs involved, and which terms are deemed
incorporate. The commencement of a mediation will not prevent the parties commencing or
continuing court proceedings.
11.9 This agreement shall be governed by English law and the English courts shall have exclusive
jurisdiction save in respect of the enforcement of judgments where such jurisdiction shall be non
exclusive.
11.10 The Farm and its employees conduct business in accordance with the WPP Code of Business Conduct and
Corporate Social Responsibility Policy.These can be found in the WPP Annual Report on www.wpp.com.