Trench Entertainment - Terms Of Service
"Trench Entertainment ltd." is the company name.
"Employer" means the person, or company requesting the services.
"Confidential Information" means all business, technical, financial or other information created or exchanged whether orally or in writing between Trench Entertainment ltd. and the Employer for the purpose of entering into or performing any contract for provision of Services in accordance with these Terms and Condition ("The Purpose")
"Intellectual Property" means without limitation all patents, copyright, design rights, trade or service marks, database rights, rights in any domain name, systems, methodologies, software, designs, knowhow and working papers whether registered or unregistered and all applications for the same anywhere in the world whether now or in the future.
"Services" means the services provided by Trench Entertainment ltd. at the Employer's request.
"Proposal" means the document[s] produced by Trench Entertainment ltd. stating the charges for the Services.
"Instructions of Change" means a list of changes put forward by the Employer.
2. VALIDITY OF PROPOSAL
The Proposal is valid for a period of 30 days and a binding contract shall not be formed until Trench Entertainment ltd. has accepted the Employer's order.
3. TERMS AND CONDITIONS APPLICABLE
These terms and conditions are to govern any contract between Trench Entertainment ltd. and the "Employer" and shall prevail over any terms or conditions put forward by the "Employer" unless Trench Entertainment ltd. expressly agrees to them in writing. No variation to these terms and conditions shall be binding unless agreed in writing by Trench Entertainment ltd. and the "Employer".
4. ADDITIONAL WORK AND CHARGES
The charges to the Employer are based on the Services listed in the Proposal. If, at the Employer's request, Trench Entertainment ltd. provides Services which are additional to, or different from, the Services specified in the Proposal, or if Trench Entertainment ltd. is unable to provide the Services in the time or manner specified in the Proposal due to a failure by the Employer then the Employer shall pay any resulting additional charges at Trench Entertainment ltd. standard rates. The standard rates are €40 per hour for the amount of hours the additional work takes to complete. Unless otherwise stated in the proposal, the Employer is allowed a total of two instructions of change during the project's completion.
Trench Entertainment ltd. warrants that in providing the Services it shall exercise reasonable care and skill.
If during the provision of the Services or within six months after completion of the Services, the "Employer" establishes that any part of the Services has not been carried out with such care and skill and, in consequence, is defective then the "Employer" shall within 7 days of the discovery of such defect notify Trench Entertainment ltd. in writing and Trench Entertainment ltd. shall as soon as practicable thereafter provide such remedial work as Trench Entertainment ltd. considers necessary free of charge or, at Trench Entertainment ltd.' sole discretion, refund to the "Employer" the price of the Services (or a proportion of the price). Trench Entertainment ltd. shall undertake no remedial work if the total price for the Services has not been paid by the due date for payment.
Trench Entertainment ltd. undertakes to keep confidential all the confidential documents and information received from the "Employer" for the purposes of providing the Services. Trench Entertainment ltd. shall be under no liability in respect of any defect in the Services arising from such documentation supplied by the "Employer".
The "Employer" shall pay for the Services in the amount and manner specified in the Proposal. Where VAT is applicable it shall be included on each invoice as a separate charge made at the rate ruling at the time of supply. The "Employer" shall pay each invoice within 30 days of the invoice date. Trench Entertainment ltd. shall be entitled to charge interest on amounts which remain outstanding at the expiry of the 30 days on a daily basis at a rate of 2.5% p.a. When the Services are provided outside of Ireland, import duties, local taxes, withholding taxes and invoice taxes will be charged at cost to the "Employer" in addition to the stated charges.
Trench Entertainment ltd. reserves the right to issue progress invoices for materials and/or labour expended on work in progress. A final invoice will be issued on completion of provision of Services.
Time for payment shall be of the essence. If any payment shall be more than one month in arrears Trench Entertainment ltd. shall have the right to cease supplying the Services. If payment is in arrears to the excess of 3 months and/or Employer is using the Services for commercial gain during this arrear period Trench Entertainment ltd. has the right to block the use of the Services until payment is received in full.
If the "Employer" purports to cancel any order, contract or agreement before work on provision of Services or supply of Equipment has begun, then the "Employer" shall pay to Trench Entertainment ltd. on demand a sum equivalent to all the Trench Entertainment ltd. costs, fees and expenses incurred up to the date of such purported cancellation including any damages payable to the Trench Entertainment ltd. sub-contractors, suppliers and others together with a reasonable proportion of Trench Entertainment ltd. loss of anticipated profits.
During the term of any Contract and for a period of two years following the termination or expiration of the Contract, the party receiving the Confidential Information ("the Receiving Party") shall treat as strictly confidential any Confidential Information disclosed by the disclosing party ("the Disclosing Party") in relation to the Purpose. Upon the termination or the expiration of the Contract the Receiving Party will return to the Disclosing Party all Confidential Information relating to the Purpose of the Disclosing Party in its possession, custody or control and will further expunge any such Confidential Information from any externally accessible computer system.
The Receiving Party may disclose Confidential information which would otherwise be confidential if and to the extent that that:
it is required to do so by law, by any regulatory or governmental body or by virtue of an order of a court of competent jurisdiction;
it considers necessary to disclose the Confidential Information to its employees professional advisers, auditors and bankers provided that it is done so on a confidential basis;
the information has come into the public domain through no fault of the Receiving Party;
it is disclosed to the Receiving Party by a third party under no obligation of confidentiality;
The Receiving Party shall indemnify and keep indemnified the Disclosing Party from and against all loss, damage, costs, legal costs incurred, professional and other expenses of any nature incurred or suffered by the Disclosing Party as a result of any breach by the Receiving Party or its employees, agents or representatives of its obligations under this condition 7.
8. INTELLECTUAL PROPERTY RIGHTS
Any Intellectual Property arising in or relating to the Confidential Information shall remain the property of the Disclosing Party and the Receiving Party is not granted any rights to such Intellectual Property save as expressly set out in any Proposal or contract.
Any and all Intellectual Property owned by Trench Entertainment ltd. in respect of the Proposal or arising before or during the course of any Contract shall vest in and remain vested in Trench Entertainment ltd..
Any and all Intellectual Property of the Employer arising in all reports, written advice or other materials (on whatever media) provided by the Employer as a result of any Proposal, Contract or Service shall vest and remain vested in the Employer ("the Employer's Intellectual Property"). The Employer hereby grants a non-exclusive and non-transferable licence to Trench Entertainment ltd. to enable Trench Entertainment ltd. to use the Employer's Intellectual Property for whatever purpose for the period of any contract or for such a period as shall be agreed between the parties from time to time.
The Employer shall indemnify and keep indemnified Trench Entertainment ltd. in respect of any expenses, liabilities, actions, proceedings, claims, demands or legal costs incurred by Trench Entertainment ltd. in connection with any infringement of a third party's Intellectual Property as a result of Trench Entertainment ltd.' use of the Employer's Intellectual Property.
9. LIABILITIES AND INDEMNITIES
The Employer shall be responsible for and shall indemnify Trench Entertainment ltd. against all liability whether in contract, tort (including negligence), for breach of statutory duty or otherwise, caused by the negligence of the Employer arising in connection with
(i) injury to, and sickness or death of, any of Trench Entertainment ltd.' employees and
(ii) damage to, or loss of, property of Trench Entertainment ltd.
which is directly or indirectly connected with the Contract.
Trench Entertainment ltd. shall supply the Services within a reasonable time of date of acceptance by the Employer of a quotation or as otherwise agreed by Trench Entertainment ltd. in writing provided always that time shall not be of the essence.
Save as expressly stated in clauses 7.1 and 7.3 Trench Entertainment ltd. shall not be liable to the Employer, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, for any delay, loss, damage or liability whatsoever and howsoever arising which is suffered or incurred by the Employer directly or indirectly in connection with the Contract. Without prejudice to the generality of the foregoing Trench Entertainment ltd. shall not be liable in any circumstances for any loss of use, loss of profits, loss of contracts or any other indirect or consequential loss or damage whatsoever (and whether caused by the negligence of Trench Entertainment ltd., its employees, agents or otherwise) which arise out of or in connection with the provision of the Services or supply of Equipment.
Under no circumstances shall Trench Entertainment ltd. have any liability for any deliberately wrongful act, default or omission by any employee of Trench Entertainment ltd. acting in the course of his employment unless such act, default or omission could have been avoided by the exercise of due care and diligence on the part of Trench Entertainment ltd. as employer
Trench Entertainment ltd. shall not be liable to the "Employer" or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Trench Entertainment ltd.' obligations in relation to the Services, if the delay or failure was by reason of strikes, lock-outs, labour disputes, weather conditions, traffic congestion, mechanical breakdown, obstruction of any public or private road or motorway/carriageway or any cause beyond Trench Entertainment ltd.' reasonable control.
10. USE OF EMPLOYER LOGO'S
Unless otherwise stated or disputed before agreeing to the terms and conditions, Trench Entertainment ltd. reserves the right to use the Employer logo on the 'Clients' section of the website and on any promotional material. The Clients section on Trench Entertainment ltd. website will provide a link to the 'Employer's Web site.
Trench Entertainment ltd. reserves the right to display the Property after authorship has been signed for his own representation pertaining to self-promotion in the form of a show reel or other such use in line thereof unless specially agreed or disputed on within the Proposal. Under no circumstance therein is any form of commercial return to ensue as upheld in this agreement.
11. STAFF PROTECTION
The Employer agrees that while the Contract is being performed and for six months thereafter the Employer shall not enter into a contract of employment with any of the Trench Entertainment ltd. staff or affiliates, supplied under the Contract or otherwise employ such member of staff or affiliate as its agent or consultant and will not knowingly encourage or entice such member of staff to terminate his or her contract of employment with, or in light of affiliate, disassociate itself from Trench Entertainment ltd..
12. GOVERNING LAW
The Contract shall be governed by and construed in accordance with the laws of Ireland and any dispute shall be referred to the Courts of Ireland.