Installation Supplier Terms and Conditions

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE Error! Reference source not found. (LIABILITY) AND CLAUSE 14 (CONFIDENTIALITY).

1. DEFINITIONS & INTERPRETATION
   The following definitions and rules of interpretation apply in these Conditions:
   1.  Definitions:
      Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      Code of Conduct: means the code of conduct of Echo Studios relating to compliance to various conduct rules as required of the Supplier, as issued to the Supplier by Echo Studios from time to time in writing (including by email).
      Commencement Date: has the meaning given in clause 3.2.
      Conditions: these terms and conditions as amended from time to time in accordance with clause 20.9.
      Confidential Information: has the meaning given in clause 14.1.
      Contract: the contract between Echo Studios and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
      Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
      Delivery Location: has the meaning given in clause 5.2(b).
      Echo Studios: is Echo Studios Limited a company incorporated and registered in England and Wales, with company number 3042651, whose registered office is at Sovereign Studios 155-157 High Street, Aldershot, GU11 1TT.
      Echo Studios’ Materials: has the meaning set out in clause 6.3(k).
      Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; and (h) interruption or failure of utility service.
      Goods: the goods (or any part of them) set out in the Order.
      Goods Specification: any specification for the Goods, including any related plans and drawings, that is in the Order or agreed in writing by Echo Studios and the Supplier from time to time.
      H&S Questionnaire: means the questionnaire released by Echo Studios to the Supplier, about health and safety requirements, to be completed by the Supplier and provided to Echo Studios.
      Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      Mandatory Policies: Echo Studios’ policies listed below, and/or as provided to the Supplier by Echo Studios from time to time: Environmental/Sustainability Policy; Health and Safety Policy; Modern
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      Slavery and Human Trafficking Policy; Corporate and Social Responsibility Policy; Anti-Bribery and Anti-Corruption Policy; Data and Privacy Policy; and Security Policy.
      Order: Echo Studios’ order for the supply of Goods and/or Services, as set out in Echo Studios’ purchase order form or in Echo Studios’ written acceptance of the Supplier’s quotation, as the case may be.
      Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
      Service Specification: the description or specification for Services in the Order or as agreed in writing by Echo Studios and the Supplier from time to time.
      Supplier: the person or firm from whom Echo Studios purchases the Goods and/or Services.
      UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
      1.2 Interpretation:
      (a) A reference to writing or written includes email.
      (b) Any obligation on a party not to do something includes an obligation not to allow that thing
      to be done.
      (c) Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
      (d) A reference to a statute or statutory provision is a reference to it as amended or re-enacted.
      A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. TERM
      The Contract shall commence on the Commencement Date and shall continue, unless earlier terminated in accordance with clause 17, until Echo Studios has received the Goods and/or Services set out in the Order and it has paid the Supplier any sums due for such Goods and/or Services in full.
      3. BASIS OF CONTRACT
      3.1 The Order constitutes an offer by Echo Studios to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
      3.2 The Order shall be deemed to be accepted on the earlier of:
      (a) the Supplier issuing written acceptance of the Order; or
      (b) any act by the Supplier consistent with fulfilling the Order,
      at which point and on which date the Contract shall come into existence (Commencement Date).
      3.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to
      impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
      3.4 All of these Conditions shall apply to the supply of both Goods and Services except where the
      application to one or the other is specified.
      4. SUPPLY OF GOODS
      4.1 The Supplier shall ensure that the Goods shall:
      (a) correspond with their description and any applicable Goods Specification;
      (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any
      purpose held out by the Supplier or made known to the Supplier by Echo Studios, expressly or by implication, and in this respect Echo Studios relies on the Supplier’s skill and judgement;
      (c) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for twelve (12) months after delivery; and
      (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
      4.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
      4.3 Echo Studios may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
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      4.4 If following such inspection or testing Echo Studios considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, Echo Studios shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
      4.5 Echo Studios may conduct further inspections and tests after the Supplier has carried out its remedial actions.
      5. DELIVERY OF GOODS
      5.1 The Supplier shall ensure that:
      (a) the Goods are properly packed and secured in such manner as to enable them to reach
      their destination in good condition;
      (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the
      Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      (c) it states clearly on the delivery note any requirement for Echo Studios to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
      5.2 The Supplier shall deliver the Goods:
      (a) on the date specified in the Order;
      (b) to Echo Studios’ premises at such location as is set out in the Order or as instructed by Echo Studios before delivery (Delivery Location); and
      (c) at such time and day as instructed by Echo Studios.
      5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the
      Delivery Location.
      5.4 The Supplier shall not deliver the Goods in instalments without Echo Studios’ prior written consent.
      Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Echo Studios to the remedies set out in clause 8.1.
      5.5 Title and risk in the Goods shall pass to Echo Studios on completion of delivery.
      6. SUPPLY OF SERVICES
      6.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Echo Studios in accordance with the terms of the Contract.
      6.2 The Supplier shall meet any performance dates for the Services specified in the Order or that Echo Studios notifies to the Supplier and time is of the essence in relation to any of those performance dates.
      6.3 In providing the Services, the Supplier shall:
      (a) co-operate with Echo Studios in all matters relating to the Services, and comply with all
      instructions of Echo Studios;
      (b) observe all health and safety rules and regulations and any other security requirements
      that apply at any of Echo Studios’ premises or as notified to the Supplier by Echo Studios;
      (c) without limiting clause 6.3(b) above, complete the H&S Questionnaire provided to the Supplier by Echo Studios from time to time, including providing additional or updated information or documentation as required (including, but not limited to up-to-date insurance certificates), ensuring that all information and data provided in the H&S
      Questionnaire is complete, accurate and not misleading;
      (d) comply with all Mandatory Policies and the Code of Conduct, as updated and notified to the
      Supplier from time to time;
      (e) perform the Services with the best care, skill and diligence in accordance with best practice
      in the Supplier’s industry, profession or trade;
      (f) use personnel who are suitably skilled and experienced to perform tasks assigned to them,
      and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance
      with the Contract;
      (g) ensure that the Services will conform with all descriptions, standards and specifications set
      out in the Service Specification, and that the Deliverables shall be fit for any purpose that Echo Studios expressly or impliedly makes known to the Supplier;
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      (h) provide all equipment, tools and vehicles and such other items as are required to provide the Services and ensure such equipment, tools and vehicles comply with the Code of Conduct and H&S Questionnaire;
      (i) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Echo Studios, will be free from defects in workmanship, installation and design;
      (j) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      (k) hold all materials, equipment and tools, drawings, specifications and data supplied by Echo Studios to the Supplier (Echo Studios’ Materials) in safe custody at its own risk, maintain Echo Studios’ Materials in good condition until returned to Echo Studios, and not dispose or use Echo Studios Materials other than in accordance with Echo Studios’ written instructions or authorisation;
      (l) not do or omit to do anything which may cause Echo Studios to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Echo Studios may rely or act on the Services; and
      (m) comply with any additional obligations as set out in the Service Specification.
      7. ACCESS
      7.1 Echo Studios shall procure the Supplier and its employees, with access to clients’ or relevant third party’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Goods and/or Services, in accordance with the Goods Specification and/or the Services Specification.
      7.2 Echo Studios shall have no liability in relation to any damage or loss to a third party’s property or premises, or the security of such premises, which may be the responsibility of the Supplier and/or relevant third party from time to time.
      8. ECHO STUDIOS’ REMEDIES
      8.1 If the Supplier fails to deliver the Goods and/or to perform the Services by the applicable date, Echo Studios shall, without limiting or affecting other rights or remedies available to it, have one or more
      of the (a) (b)
      (c) (d) (e)
      following rights and remedies:
      to terminate the Contract with immediate effect by giving written notice to the Supplier;
      to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      to recover from the Supplier any costs incurred by Echo Studios in obtaining substitute goods and/or services from a third party;
      to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
      to claim damages for any additional costs, loss or expenses incurred by Echo Studios which are in any way attributable to the Supplier’s failure to meet such dates.
      8.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to it, Echo Studios shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
      (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
      (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them
      to the Supplier at the Supplier’s own risk and expense;
      (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of
      the price of the rejected Goods (if paid);
      (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to
      make;
      (e) to recover from the Supplier any expenditure incurred by Echo Studios in obtaining
      substitute goods from a third party; and
      (f) to claim damages for any additional costs, loss or expenses incurred by Echo Studios
      arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.
      8.3 If the Supplier has supplied Services that do not comply with the requirements of clause 6.3(g) then, without limiting or affecting other rights or remedies available to it, Echo Studios shall have one or
      more of the following rights and remedies:
      (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
      (b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
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      (c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
      (d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
      (e) to recover from the Supplier any expenditure incurred by Echo Studios in obtaining substitute services or deliverables from a third party; and
      (f) to claim damages for any additional costs, loss or expenses incurred by Echo Studios arising from the Supplier’s failure to comply with clause 6.3(g).
      8.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
      8.5 Echo Studios’ rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
      9. ECHO STUDIOS’ OBLIGATIONS
      9.1 Echo Studios shall:
      (a) provide the Supplier with reasonable access at reasonable times to Echo Studios’ premises,
      or Echo Studios’ client’s premises, for the purpose of providing the Services; and
      (b) provide such necessary information for the provision of the Services as the Supplier may
      reasonably request.
      10. CHARGES AND PAYMENT
      10.1 The price for the Goods:
      (a) shall be the price set out in the Order, or if no price is quoted, the price set out in the
      Supplier’s published price list in force at the Commencement Date; and
      (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra
      charges shall be effective unless agreed in writing and signed by Echo Studios.
      10.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Echo Studios, the charges shall include every cost and expense of the Supplier directly
      or indirectly incurred in connection with the performance of the Services.
      10.3 In respect of the Goods, the Supplier shall invoice Echo Studios on or at any time after completion of
      delivery. In respect of Services, the Supplier shall invoice Echo Studios on completion of the Services. Each invoice shall include such supporting information required by Echo Studios to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
      10.4 In consideration of the supply of Goods and/or Services by the Supplier, Echo Studios shall pay the invoiced amounts within thirty (30) days of the end of the month within which Echo Studios receives a correctly rendered invoice, to a bank account nominated in writing by the Supplier.
      10.5 All amounts payable by Echo Studios under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Echo Studios, Echo Studios shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
      10.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at two percent (2%) a year above the Bank of England’s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the date that the dispute is resolved until payment.
      10.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Echo Studios to inspect such records at all reasonable times on request.
      10.8 Echo Studios may at any time, without notice to the Supplier, set off any liability of the Supplier to Echo Studios against any liability of Echo Studios to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Echo Studios of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
      11. INTELLECTUAL PROPERTY RIGHTS
      11.1 Echo Studios owns, or has a licence for, all Intellectual Property Rights in and to any of its and/or the client’s materials, trade marks or other Intellectual Property Rights (“Echo Studios IPRs”). Echo
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      Studios grants the Supplier, or shall procure the grant of, a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, use and modify (for editing purposes only) any Echo Studios IPRs provided by Echo Studios and/or clients to the Supplier for the term of the Contract and only for the purposes of the Supplier fulfilling its obligations under the Contract.
      11.2 Any Intellectual Property Rights relating to the processes, techniques standard materials or part of the Supplier’s standard materials, either provided as Goods and/or Deliverables and/or used in the Services (“Supplier IPRs”) shall be owned by the Supplier.
      11.3 Upon payment by Echo Studios for any Goods and/or Deliverables provided, all Intellectual Property Rights in or arising out of or in connection with such Goods and/or Deliverables (excluding all Supplier IPRs) shall be owned by Echo Studios.
      11.4 The Supplier shall not sub-license, assign or otherwise transfer the rights granted by Error! Bookmark not defined.11.1.
      11.5 All of Echo Studios’ Materials are the exclusive property of Echo Studios.
      12. LIABILITY
      12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
      12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      (a) death or personal injury caused by that party’s negligence;
      (b) fraud or fraudulent misrepresentation; and
      (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
      Supply of Goods and Services Act 1982 (title and quiet possession).
      12.3 The following types of loss are wholly excluded in relation to any claim by the Supplier against Echo
      Studios:
      (a) loss of profits;
      (b) loss of sales or business;
      (c) loss of agreements or contracts;
      (d) loss of anticipated savings;
      (e) loss of use or corruption of software, data or information;
      (f) loss of or damage to goodwill; and
      (g) indirect or consequential loss.
      12.4 The Supplier shall indemnify Echo Studios against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Echo Studios arising out of or in connection with:
      (a) any claim made against Echo Studios for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Echo Studios’ Materials);
      (b) any claim made against Echo Studios by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
      (c) any claim made against Echo Studios by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, including non-adherence to any of the Supplier’s obligations under this Contract.
      12.5 This Error! Bookmark not defined.Error! Reference source not found. shall survive termination of the Contract.
      13. INSURANCE
      During the term of the Contract and for a period of three (3) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Echo Studios’ request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
      14. CONFIDENTIALITY
      14.1 The Supplier undertakes that it shall not at any time during the Contract and for a period of five (5) years after termination or expiry of the Contract, disclose to any person any confidential information
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      (however recorded or preserved) concerning the business, affairs, customers, clients or suppliers of Echo Studios (including any of Echo Studio’s Intellectual Property Rights and the terms and/or existence of the Contract), including any confidential information that may be discovered or communicated to the Supplier about Echo Studio’s clients whilst the Supplier is on client’s premises and/or providing the Services (“Confidential Information”), except as permitted by clause 14.2.
      14.2 The Supplier may only disclose Echo Studio’s Confidential Information:
      (a) to its employees, officers, representatives or advisers who need to know such information
      for the purposes of exercising the Supplier’s rights or carrying out its obligations under the Contract. The Supplier shall ensure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this clause 14; and
      (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      14.3 The Supplier shall not use Echo Studio’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
      14.4 Echo Studios reserves all rights in its Confidential Information. No rights or obligations in respect of the Confidential Information other than those expressly stated in this clause 14 are granted to the Supplier, or to be implied form the Contract.
      14.5 Any breach by the Supplier of this clause shall be deemed to be a material breach under clause 17.2(a).
      15. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
      15.1 In performing its obligations under the Contract, the Supplier shall:
      (a) comply with all applicable laws, statutes, regulations and codes from time to time in force;
      (b) at all times during the term of the Contract be a certified member of the Safe Contractor
      Scheme and/or such other industry standard or scheme as reasonably required by Echo
      Studios from time to time; and
      (c) comply with the Mandatory Policies.
      16. DATA PROTECTION
      16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 16, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
      16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Echo Studios is the controller and the Supplier is the processor.
      16.3 Without prejudice to the generality of clause 16.1, Echo Studios will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
      16.4 Without prejudice to the generality of clause 16.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
      (a) process that personal data only on the documented written instructions of Echo Studios unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify Echo Studios of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying Echo Studios;
      (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Echo Studios, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
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      (c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      (d) not transfer any personal data outside of the European Economic Area unless the prior
      written fulfilled:
      consent of Echo Studios has been obtained and the following conditions are
      (i) Echo Studios or the Supplier has provided appropriate safeguards in relation to the transfer;
      (ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
      (iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      (iv) the Supplier complies with reasonable instructions notified to it in advance by Echo Studios with respect to the processing of the personal data;
      (e) assist Echo Studios, at Echo Studios’ cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      (f) notify Echo Studios without undue delay on becoming aware of a personal data breach;
      (g) at the written direction of Echo Studios, delete or return personal data and copies thereof to Echo Studios on termination of the Contract unless required by Applicable Law to store the
      personal data; and
      (h) maintain complete and accurate records and information to demonstrate its compliance
      with this clause 16 and immediately inform Echo Studios if, in the opinion of the Supplier,
      an instruction infringes the Data Protection Legislation.
      16.5 Echo Studios does not consent to the Supplier appointing any third party processor of personal data
      under the Contract..
      16.6 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 16 by
      replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
      17. TERMINATION
      17.1 Without affecting any other right or remedy available to it, Echo Studios may terminate the Contract:
      (a) with immediate effect by giving written notice to the Supplier if:
      (i) there is a change of Control of the Supplier; or
      (ii) the Supplier’s financial position deteriorates to such an extent that in Echo Studios’
      opinion the Supplier’s capability to adequately fulfil its obligations under the
      Contract has been placed in jeopardy; or
      (iii) the Supplier commits a breach of clause 15; or
      (iv) the Supplier breaches clauses 6.3(b), 6.3(c), or 6.3(d).
      (b) for convenience by giving the Supplier thirty (30) days’ written notice.
      17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract
      with immediate effect by giving written notice to the other party if:
      (a) the other party commits a material breach of any term of the Contract which breach is
      irremediable or (if such breach is remediable) fails to remedy that breach within a period of
      thirty (30) days after being notified in writing to do so;
      (b) the other party takes any step or action in connection with its entering administration,
      provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
      (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
      18. CONSEQUENCES OF TERMINATION
      18.1 On termination of the Contract, the Supplier shall immediately deliver to Echo Studios all Deliverables whether or not then complete, and return all of Echo Studios’ Materials. If the Supplier fails to do so, then Echo Studios may enter the Supplier’s premises and take possession of them.
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      Until they have been returned or delivered, the Supplier shall be solely responsible for their safe
      keeping and will not use them for any purpose not connected with the Contract.
      18.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of
      the Contract which existed at or before the date of termination or expiry.
      18.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in
      force on or after termination or expiry of the Contract shall remain in full force and effect.
      19. FORCE MAJEURE
      19.1 If Echo Studios is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
      19.2 Provided it has complied with clause 19.3, if the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, the Supplier shall not be in breach of the Contract. The corresponding obligations of Echo Studios will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Supplier.
      19.3 The Supplier shall:
      (a) as soon as reasonably practicable after the start of the Force Majeure Event, notify Echo
      Studios in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
      (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
      19.4 If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than thirty (30) days, the Supplier may terminate the Contract immediately on written notice to the Supplier.
      20. GENERAL
      20.1 Assignment and other dealings.
      (a) Echo Studios may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
      (b) The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Echo Studios (at Echo Studio’s sole discretion).
      20.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Echo Studios (at Echo Studio’s sole discretion). If Echo Studios consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
      20.3 Notices.
      (a) Any notice given to a party under or in connection with the Contract shall be in writing and
      shall be:
      (i) delivered by hand or by pre-paid 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
      (ii) or sent by email to the last address specified by the other party from time to time.
      (b) Any notice shall be deemed to have been received:
      (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is
      left at the proper address;
      (ii) if sent by pre-paid first-class post or other next working day delivery service, at
      9.00 am on the second Business Day after posting or at the time recorded by the
      delivery service; and
      (iii) if sent by email, at the time of transmission, or, if this time falls outside business
      hours in the place of receipt, when business hours resume. In this clause 20.3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      (c) 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.
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      20.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 20.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
      20.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
      20.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
      20.7 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      20.8 Third party rights.
      (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of
      any other person.
      20.9 Variation. Except as otherwise set out in these Conditions, only Echo Studios has the right to vary
      these terms and conditions from time to time, on giving the Customer at least thirty (30) days’ notice
      in writing.
      20.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims)
      arising out of or in connection with it or its subject matter or formation shall be governed by and
      construed in accordance with the law of England and Wales.
      20.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
      jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
      ECHO STUDIOS LIMITED APRIL 2021

      has the meaning given in clause 14.1.
      Contract: the contract between Echo Studios and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
      Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
      Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
      Delivery Location: has the meaning given in clause 5.2(b).
      Echo Studios: is Echo Studios Limited a company incorporated and registered in England and Wales, with company number 3042651, whose registered office is at Sovereign Studios 155-157 High Street, Aldershot, GU11 1TT.
      Echo Studios’ Materials: has the meaning set out in clause 6.3(k).
      Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; and (h) interruption or failure of utility service.
      Goods: the goods (or any part of them) set out in the Order.
      Goods Specification: any specification for the Goods, including any related plans and drawings, that is in the Order or agreed in writing by Echo Studios and the Supplier from time to time.
      H&S Questionnaire: means the questionnaire released by Echo Studios to the Supplier, about health and safety requirements, to be completed by the Supplier and provided to Echo Studios.
      Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      Mandatory Policies: Echo Studios’ policies listed below, and/or as provided to the Supplier by Echo Studios from time to time: Environmental/Sustainability Policy; Health and Safety Policy; Modern
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      Slavery and Human Trafficking Policy; Corporate and Social Responsibility Policy; Anti-Bribery and Anti-Corruption Policy; Data and Privacy Policy; and Security Policy.
      Order: Echo Studios’ order for the supply of Goods and/or Services, as set out in Echo Studios’ purchase order form or in Echo Studios’ written acceptance of the Supplier’s quotation, as the case may be.
      Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.
      Service Specification: the description or specification for Services in the Order or as agreed in writing by Echo Studios and the Supplier from time to time.
      Supplier: the person or firm from whom Echo Studios purchases the Goods and/or Services.
      UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
      1.2 Interpretation:
      (a) A reference to writing or written includes email.
      (b) Any obligation on a party not to do something includes an obligation not to allow that thing
      to be done.
      (c) Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
      (d) A reference to a statute or statutory provision is a reference to it as amended or re-enacted.
      A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. TERM
      The Contract shall commence on the Commencement Date and shall continue, unless earlier terminated in accordance with clause 17, until Echo Studios has received the Goods and/or Services set out in the Order and it has paid the Supplier any sums due for such Goods and/or Services in full.
      3. BASIS OF CONTRACT
      3.1 The Order constitutes an offer by Echo Studios to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
      3.2 The Order shall be deemed to be accepted on the earlier of:
      (a) the Supplier issuing written acceptance of the Order; or
      (b) any act by the Supplier consistent with fulfilling the Order,
      at which point and on which date the Contract shall come into existence (Commencement Date).
      3.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to
      impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
      3.4 All of these Conditions shall apply to the supply of both Goods and Services except where the
      application to one or the other is specified.
      4. SUPPLY OF GOODS
      4.1 The Supplier shall ensure that the Goods shall:
      (a) correspond with their description and any applicable Goods Specification;
      (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any
      purpose held out by the Supplier or made known to the Supplier by Echo Studios, expressly or by implication, and in this respect Echo Studios relies on the Supplier’s skill and judgement;
      (c) where they are manufactured products, be free from defects in design, materials and workmanship and remain so for twelve (12) months after delivery; and
      (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
      4.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
      4.3 Echo Studios may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
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4.4 If following such inspection or testing Echo Studios considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, Echo Studios shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
4.5 Echo Studios may conduct further inspections and tests after the Supplier has carried out its remedial actions.
5. DELIVERY OF GOODS
5.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach
their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the
Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) it states clearly on the delivery note any requirement for Echo Studios to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
5.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order;
(b) to Echo Studios’ premises at such location as is set out in the Order or as instructed by Echo Studios before delivery (Delivery Location); and
(c) at such time and day as instructed by Echo Studios.
5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the
Delivery Location.
5.4 The Supplier shall not deliver the Goods in instalments without Echo Studios’ prior written consent.
Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Echo Studios to the remedies set out in clause 8.1.
5.5 Title and risk in the Goods shall pass to Echo Studios on completion of delivery.
6. SUPPLY OF SERVICES
6.1 The Supplier shall from the date set out in the Order and for the duration of the Contract supply the Services to Echo Studios in accordance with the terms of the Contract.
6.2 The Supplier shall meet any performance dates for the Services specified in the Order or that Echo Studios notifies to the Supplier and time is of the essence in relation to any of those performance dates.
6.3 In providing the Services, the Supplier shall:
(a) co-operate with Echo Studios in all matters relating to the Services, and comply with all
instructions of Echo Studios;
(b) observe all health and safety rules and regulations and any other security requirements
that apply at any of Echo Studios’ premises or as notified to the Supplier by Echo Studios;
(c) without limiting clause 6.3(b) above, complete the H&S Questionnaire provided to the Supplier by Echo Studios from time to time, including providing additional or updated information or documentation as required (including, but not limited to up-to-date insurance certificates), ensuring that all information and data provided in the H&S
Questionnaire is complete, accurate and not misleading;
(d) comply with all Mandatory Policies and the Code of Conduct, as updated and notified to the
Supplier from time to time;
(e) perform the Services with the best care, skill and diligence in accordance with best practice
in the Supplier’s industry, profession or trade;
(f) use personnel who are suitably skilled and experienced to perform tasks assigned to them,
and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance
with the Contract;
(g) ensure that the Services will conform with all descriptions, standards and specifications set
out in the Service Specification, and that the Deliverables shall be fit for any purpose that Echo Studios expressly or impliedly makes known to the Supplier;
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(h) provide all equipment, tools and vehicles and such other items as are required to provide the Services and ensure such equipment, tools and vehicles comply with the Code of Conduct and H&S Questionnaire;
(i) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Echo Studios, will be free from defects in workmanship, installation and design;
(j) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
(k) hold all materials, equipment and tools, drawings, specifications and data supplied by Echo Studios to the Supplier (Echo Studios’ Materials) in safe custody at its own risk, maintain Echo Studios’ Materials in good condition until returned to Echo Studios, and not dispose or use Echo Studios Materials other than in accordance with Echo Studios’ written instructions or authorisation;
(l) not do or omit to do anything which may cause Echo Studios to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Echo Studios may rely or act on the Services; and
(m) comply with any additional obligations as set out in the Service Specification.
7. ACCESS
7.1 Echo Studios shall procure the Supplier and its employees, with access to clients’ or relevant third party’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Goods and/or Services, in accordance with the Goods Specification and/or the Services Specification.
7.2 Echo Studios shall have no liability in relation to any damage or loss to a third party’s property or premises, or the security of such premises, which may be the responsibility of the Supplier and/or relevant third party from time to time.
8. ECHO STUDIOS’ REMEDIES
8.1 If the Supplier fails to deliver the Goods and/or to perform the Services by the applicable date, Echo Studios shall, without limiting or affecting other rights or remedies available to it, have one or more
of the (a) (b)
(c) (d) (e)
following rights and remedies:
to terminate the Contract with immediate effect by giving written notice to the Supplier;
to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
to recover from the Supplier any costs incurred by Echo Studios in obtaining substitute goods and/or services from a third party;
to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
to claim damages for any additional costs, loss or expenses incurred by Echo Studios which are in any way attributable to the Supplier’s failure to meet such dates.
8.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to it, Echo Studios shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to reject the Goods (in whole or in part) whether or not title has passed and to return them
to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of
the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to
make;
(e) to recover from the Supplier any expenditure incurred by Echo Studios in obtaining
substitute goods from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Echo Studios
arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.
8.3 If the Supplier has supplied Services that do not comply with the requirements of clause 6.3(g) then, without limiting or affecting other rights or remedies available to it, Echo Studios shall have one or
more of the following rights and remedies:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
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(c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
(d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by Echo Studios in obtaining substitute services or deliverables from a third party; and
(f) to claim damages for any additional costs, loss or expenses incurred by Echo Studios arising from the Supplier’s failure to comply with clause 6.3(g).
8.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
8.5 Echo Studios’ rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
9. ECHO STUDIOS’ OBLIGATIONS
9.1 Echo Studios shall:
(a) provide the Supplier with reasonable access at reasonable times to Echo Studios’ premises,
or Echo Studios’ client’s premises, for the purpose of providing the Services; and
(b) provide such necessary information for the provision of the Services as the Supplier may
reasonably request.
10. CHARGES AND PAYMENT
10.1 The price for the Goods:
(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the
Supplier’s published price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra
charges shall be effective unless agreed in writing and signed by Echo Studios.
10.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Echo Studios, the charges shall include every cost and expense of the Supplier directly
or indirectly incurred in connection with the performance of the Services.
10.3 In respect of the Goods, the Supplier shall invoice Echo Studios on or at any time after completion of
delivery. In respect of Services, the Supplier shall invoice Echo Studios on completion of the Services. Each invoice shall include such supporting information required by Echo Studios to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
10.4 In consideration of the supply of Goods and/or Services by the Supplier, Echo Studios shall pay the invoiced amounts within thirty (30) days of the end of the month within which Echo Studios receives a correctly rendered invoice, to a bank account nominated in writing by the Supplier.
10.5 All amounts payable by Echo Studios under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Echo Studios, Echo Studios shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
10.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at two percent (2%) a year above the Bank of England’s base rate from time to time. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the date that the dispute is resolved until payment.
10.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Echo Studios to inspect such records at all reasonable times on request.
10.8 Echo Studios may at any time, without notice to the Supplier, set off any liability of the Supplier to Echo Studios against any liability of Echo Studios to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by Echo Studios of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Echo Studios owns, or has a licence for, all Intellectual Property Rights in and to any of its and/or the client’s materials, trade marks or other Intellectual Property Rights (“Echo Studios IPRs”). Echo
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Studios grants the Supplier, or shall procure the grant of, a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, use and modify (for editing purposes only) any Echo Studios IPRs provided by Echo Studios and/or clients to the Supplier for the term of the Contract and only for the purposes of the Supplier fulfilling its obligations under the Contract.
11.2 Any Intellectual Property Rights relating to the processes, techniques standard materials or part of the Supplier’s standard materials, either provided as Goods and/or Deliverables and/or used in the Services (“Supplier IPRs”) shall be owned by the Supplier.
11.3 Upon payment by Echo Studios for any Goods and/or Deliverables provided, all Intellectual Property Rights in or arising out of or in connection with such Goods and/or Deliverables (excluding all Supplier IPRs) shall be owned by Echo Studios.
11.4 The Supplier shall not sub-license, assign or otherwise transfer the rights granted by Error! Bookmark not defined.11.1.
11.5 All of Echo Studios’ Materials are the exclusive property of Echo Studios.
12. LIABILITY
12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by that party’s negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the
Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 The following types of loss are wholly excluded in relation to any claim by the Supplier against Echo
Studios:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
12.4 The Supplier shall indemnify Echo Studios against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Echo Studios arising out of or in connection with:
(a) any claim made against Echo Studios for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Echo Studios’ Materials);
(b) any claim made against Echo Studios by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
(c) any claim made against Echo Studios by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, including non-adherence to any of the Supplier’s obligations under this Contract.
12.5 This Error! Bookmark not defined.Error! Reference source not found. shall survive termination of the Contract.
13. INSURANCE
During the term of the Contract and for a period of three (3) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Echo Studios’ request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
14. CONFIDENTIALITY
14.1 The Supplier undertakes that it shall not at any time during the Contract and for a period of five (5) years after termination or expiry of the Contract, disclose to any person any confidential information
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(however recorded or preserved) concerning the business, affairs, customers, clients or suppliers of Echo Studios (including any of Echo Studio’s Intellectual Property Rights and the terms and/or existence of the Contract), including any confidential information that may be discovered or communicated to the Supplier about Echo Studio’s clients whilst the Supplier is on client’s premises and/or providing the Services (“Confidential Information”), except as permitted by clause 14.2.
14.2 The Supplier may only disclose Echo Studio’s Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information
for the purposes of exercising the Supplier’s rights or carrying out its obligations under the Contract. The Supplier shall ensure that its employees, officers, representatives or advisers to whom it discloses Confidential Information comply with this clause 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 The Supplier shall not use Echo Studio’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
14.4 Echo Studios reserves all rights in its Confidential Information. No rights or obligations in respect of the Confidential Information other than those expressly stated in this clause 14 are granted to the Supplier, or to be implied form the Contract.
14.5 Any breach by the Supplier of this clause shall be deemed to be a material breach under clause 17.2(a).
15. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
15.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable laws, statutes, regulations and codes from time to time in force;
(b) at all times during the term of the Contract be a certified member of the Safe Contractor
Scheme and/or such other industry standard or scheme as reasonably required by Echo
Studios from time to time; and
(c) comply with the Mandatory Policies.
16. DATA PROTECTION
16.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 16, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
16.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Echo Studios is the controller and the Supplier is the processor.
16.3 Without prejudice to the generality of clause 16.1, Echo Studios will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
16.4 Without prejudice to the generality of clause 16.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the documented written instructions of Echo Studios unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify Echo Studios of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying Echo Studios;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Echo Studios, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
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(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless the prior
written fulfilled:
consent of Echo Studios has been obtained and the following conditions are
(i) Echo Studios or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by Echo Studios with respect to the processing of the personal data;
(e) assist Echo Studios, at Echo Studios’ cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify Echo Studios without undue delay on becoming aware of a personal data breach;
(g) at the written direction of Echo Studios, delete or return personal data and copies thereof to Echo Studios on termination of the Contract unless required by Applicable Law to store the
personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance
with this clause 16 and immediately inform Echo Studios if, in the opinion of the Supplier,
an instruction infringes the Data Protection Legislation.
16.5 Echo Studios does not consent to the Supplier appointing any third party processor of personal data
under the Contract..
16.6 Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 16 by
replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
17. TERMINATION
17.1 Without affecting any other right or remedy available to it, Echo Studios may terminate the Contract:
(a) with immediate effect by giving written notice to the Supplier if:
(i) there is a change of Control of the Supplier; or
(ii) the Supplier’s financial position deteriorates to such an extent that in Echo Studios’
opinion the Supplier’s capability to adequately fulfil its obligations under the
Contract has been placed in jeopardy; or
(iii) the Supplier commits a breach of clause 15; or
(iv) the Supplier breaches clauses 6.3(b), 6.3(c), or 6.3(d).
(b) for convenience by giving the Supplier thirty (30) days’ written notice.
17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract which breach is
irremediable or (if such breach is remediable) fails to remedy that breach within a period of
thirty (30) days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
18. CONSEQUENCES OF TERMINATION
18.1 On termination of the Contract, the Supplier shall immediately deliver to Echo Studios all Deliverables whether or not then complete, and return all of Echo Studios’ Materials. If the Supplier fails to do so, then Echo Studios may enter the Supplier’s premises and take possession of them.
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Until they have been returned or delivered, the Supplier shall be solely responsible for their safe
keeping and will not use them for any purpose not connected with the Contract.
18.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of
the Contract which existed at or before the date of termination or expiry.
18.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in
force on or after termination or expiry of the Contract shall remain in full force and effect.
19. FORCE MAJEURE
19.1 If Echo Studios is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
19.2 Provided it has complied with clause 19.3, if the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, the Supplier shall not be in breach of the Contract. The corresponding obligations of Echo Studios will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Supplier.
19.3 The Supplier shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify Echo
Studios in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
19.4 If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than thirty (30) days, the Supplier may terminate the Contract immediately on written notice to the Supplier.
20. GENERAL
20.1 Assignment and other dealings.
(a) Echo Studios may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
(b) The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Echo Studios (at Echo Studio’s sole discretion).
20.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of Echo Studios (at Echo Studio’s sole discretion). If Echo Studios consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
20.3 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and
shall be:
(i) delivered by hand or by pre-paid 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
(ii) or sent by email to the last address specified by the other party from time to time.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is
left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at
9.00 am on the second Business Day after posting or at the time recorded by the
delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business
hours in the place of receipt, when business hours resume. In this clause 20.3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) 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.
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20.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 20.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20.7 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of
any other person.
20.9 Variation. Except as otherwise set out in these Conditions, only Echo Studios has the right to vary
these terms and conditions from time to time, on giving the Customer at least thirty (30) days’ notice
in writing.
20.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed by and
construed in accordance with the law of England and Wales.
20.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
ECHO STUDIOS LIMITED APRIL 2021