Terms and Conditions

General Terms and Conditions

  • Supply of Services
    • 3D Marketing Properties warrants to provide the services set out in the quotation with all reasonable care, skill and diligence in accordance with good industry practice. The services and the goods delivered will comply with Costumer’s instructions as set in the quotation including any specification in all material respects.
    • We will use our reasonable endeavours to complete the performance of the service within the time agreed.
    • The Customer must obtain any permissions, consents, licenses and give the required access to the premises and all relevant information that the Supplier needs to provide the services.
    • We are not liable for any delay or failure to provide the services if this is caused by Customer’s failure to comply with the provisions of this section.
    • 3D Marketing Properties will deliver the final, edited product within 48 hours.
    • The material will be delivered on USB flash drive,… the photography will be delivered as jpeg files, and videography in …. format.
  • Premises and equipment

2.1     The Services shall be performed at Customer’s premises or third-party premises, at the request of the Customer.

2.2   The Customer shall provide the Supplier with reasonable access at reasonable times to its premises for the purpose of supplying the Services. All equipment, tools and vehicles brought onto the Customer’s premises by the Supplier or the Staff shall be at the Supplier’s risk.

2.3    The Customer shall be responsible for maintaining the security of its premises in accordance  with its standard security requirements.  While on the Customer’s premises the Supplier shall procure that all Staff shall, comply with all the Customer’s security requirements.

  • Fees

3.1    The fees for the Services are set out in the quotation and are on a time and project basis.

3.2  The fees set out in the quotation are inclusive of travelling expenses and any associated expenses, with the exception of long distance travel where we take the right to charge for travelling expenses, accommodation and subsistence in addition to the Service Fee. Additional charges, if any, will be included in the quotation as a separate cost and will be agreed upfront.

3.3   The fees are inclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services.

  • Payment and Recovery of Sums Due

4.1 3D Marketing Properties will invoice the Customer as follows:

  • 50% of the total cost of the Services upfront to secure travel and other relevant expenses
  • 50% on completion and delivery of goods, unless otherwise agreed.

4.2  The Customer shall pay the Supplier the invoiced 50% upfront by return and the remaining 50%        from the total cost no later than 7 days from the date of the invoice.

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

4.4 If the Customer does not pay within the period set out above, we can suspend any provision of the services and cancel any future services which have been ordered or arranged with us.

4.5 The Customer is responsible for providing all the invoicing information, including Purchaser Order numbers in order to make the payment process easy. The Supplier is responsible for sending the invoices at the postal address and/or email address specified by the Customer in time to allow enough time for approval and payment. The Supplier is responsible for including on the invoice all the information as requested by the Customer in order to avoid any delays in payment.

4.6    Receipts for payment will be only issued if requested by the Customer.

4.7   All payments will be made via Bank Transfer at the Bank details provided on the invoice. We do not accept cheque or cash payments.

4.8   If the Customer needs to register the Supplier in their system before any transaction can be made, they will do so before providing any Services to the Customer.

4.9  If the Client does not pay within the period set out above, the Supplier takes the right to charge interest for late payment at the rate of 5%

  • Liaison

For general liaison your contact will be Murray Fleming, Murray@3Dmarketingproperties.com and Paul Smith, Paul@3Dmarketingproperties.com

  • Assignment and sub-contracting
    • The Supplier shall not without the written consent of the Customer assign, sub-contract, novate or in any way dispose of the benefit and/ or the burden of the Agreement or any part of the Agreement.  The Customer may, in the granting of such consent, provide for additional terms and conditions relating to such assignment, sub-contract, novation or disposal.  The Supplier shall be responsible for the acts and omissions of its sub-contractors as though those acts and omissions were its own.
    • Where the Customer has consented to the placing of sub-contracts, the Supplier shall, at the request of the Customer, send copies of each sub-contract, to the Customer as soon as is reasonably practicable.
  • Termination

7.1 We can terminate the provision of the services immediately if the Customer:

  1. commits a breach of this Terms and Conditions
  2. fails to make pay any amount due under the Contract on the due date for payment
  3. Enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement it’s made with its creditors
  4. Are or become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor
  5. Enter into voluntary or compulsory liquidation
    • The Supplier may terminate the Agreement by written notice to the Customer if the Customer has not paid any undisputed amounts within 30 days of them falling due.
    • Upon termination or expiry of the Agreement, the Supplier shall:
      • return all requested documents, information and data to the Customer as soon as reasonably practicable.
    • Intellectual Property
      • All intellectual property rights in any materials provided by the Customer to the Supplier for the purposes of this Agreement shall remain the property of the Customer but the Client hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Agreement for the sole purpose of enabling the Supplier to perform its obligations under the Agreement.
      • All intellectual property rights in any materials created or developed by the Supplier pursuant to the Agreement or arising as a result of the provision of the Services shall vest in the Supplier. If, and to the extent, that any intellectual property rights in such materials vest in the Customer by operation of law, the Customer hereby assigns to the Supplier by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such intellectual property rights all its intellectual property rights in such materials (with full title guarantee and free from all third party rights).
      • The Supplier hereby grants the Customer:
        • a perpetual, royalty-free, irrevocable, non-exclusive licence (with a right to sub-license) to use all intellectual property rights in the materials created or developed pursuant to the Agreement and any intellectual property rights arising as a result of the provision of the Services; and
        • a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to sub-license) to use:
          • any intellectual property rights vested in or licensed to the Supplier on the date of the Agreement; and
          • any intellectual property rights created during the Term but which are neither created or developed pursuant to the Agreement nor arise as a result of the provision of the Services,

including any modifications to or derivative versions of any such intellectual property rights, which the Customer reasonably requires in order to exercise its rights and take the benefit of the Agreement including the Services provided.

  • The Supplier shall indemnify, and keep indemnified, the Customer in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Customer as a result of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff.
  • Governance and Records
    • The Supplier shall:
      • attend progress meetings with the Customer at the frequency and times specified by the Customer and ensures that its representatives are suitably qualified to attend such meetings; and
      • submit progress reports to the Customer, if required, at the times and in the format specified by the Customer.
    • The Supplier shall keep and maintain until 5 years after the end of the Agreement, or as long a period as may be agreed between the Parties, full and accurate records of the Agreement including the Services supplied under it and all payments made by the Client. The Supplier shall on request afford the Customer or the Customer’s representatives such access to those records as may be reasonably requested by the Customer in connection with the Agreement. The Supplier will not keep the material resulted from the Services provided for more than …, therefor it is Customer’s responsibility to ensure the storage of the material after delivery.
  • Confidentiality, Transparency and Publicity
    • Each Party shall:
      • treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and
      • not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.
    • A Party may disclose Confidential Information which it receives from the other Party:
      • where disclosure is required by applicable law or by a court of competent jurisdiction;
      • to its auditors or for the purposes of regulatory requirements;
      • on a confidential basis, to its professional advisers;
      • to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;
      • where the receiving Party is the Supplier, to the Staff on a need to know basis to enable performance of the Supplier’s obligations under the Agreement provided that the Supplier shall procure that any Staff to whom it discloses Confidential Information pursuant to this clause 2.5 shall observe the Supplier’s confidentiality obligations under the Agreement; and
      • where the receiving Party is the Customer:
        • on a confidential basis to the employees, agents, consultants and contractors of the Customer;
        • on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Customer transfers or proposes to transfer all or any part of its business;
        • to the extent that the Customer (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or

and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Customer under this clause 10.

  • The Supplier shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Customer.
  • Protection of Personal Data and Security of Data
    • When supplying the Services to the Customer, the Service provider may gain access to and/or acquire the ability to transfer, store or process personal data of the Customer. The parties agree that when processing personal data, the Customer shall be the ‘data controller’, and the Service provider shall be the ‘data processor’ as defined in the General Data Protection Regulations.
    • The Supplier shall only Process Personal Data to the extent reasonably required to enable it to Supply the services as mentioned in this Terms and Conditions or as requested by and agreed with the Customer and shall not retain any Personal Data longer than necessary for the processing and refrain from processing any Personal Data for its own or for any third party’s purposes.
    • When handling Customer’s data, the Supplier shall ensure the security of the data is maintained in line with the security requirements of the Customer as notified to the Supplier from time to time.
  • Liability
    • The Supplier shall not be responsible for any injury, loss, damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Agreement.
    • except in the case of claims arising under clauses 8.4 and 15, in no event shall the Supplier be liable to the Customer for any:
      • loss of profits;
      • loss of business;
      • loss of revenue;
      • loss of or damage to goodwill;
      • loss of savings (whether anticipated or otherwise); and/or
      • any indirect, special or consequential loss or damage.
    • The Customer must indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment caused by the Customer, it’s agents or employees.
    • The total amount of the Supplier liability is limited to the total amount of Fees payable by the Customer under the Agreement.
    • Nothing in the Agreement shall be construed to limit or exclude either Party’s liability for:
      • death or personal injury caused by its negligence or that of its Staff;
      • fraud or fraudulent misrepresentation by it or that of its Staff; or
      • any other matter which, by law, may not be excluded or limited.
    • The Supplier’s liability under the indemnity in clause 4 and 15 shall be unlimited.
  • Force Majeure

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two months, either Party may terminate the Agreement by written notice to the other Party.

  • Compliance
    • The Supplier shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement. The Customer shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Customer’s premises and which may affect the Supplier in the performance of its obligations under the Agreement.
    • The Supplier shall:
      • comply with all the Customer’s health and safety measures while on the Customer’s premises; and
      • notify the Customer immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Customer’s premises where that incident causes any personal injury or damage to property which could give rise to personal injury.
    • The Supplier shall:
      • perform its obligations under the Agreement in accordance with all applicable equality Law and the Customer’s equality and diversity policy as provided to the Supplier from time to time; and
    • The Supplier shall supply the Services in accordance with the Customer’s environmental policy as provided to the Supplier from time to time.
    • The Supplier shall comply with, and shall ensure that its Staff shall comply with, the provisions of:
      • the Official Secrets Acts 1911 to 1989; and
      • section 182 of the Finance Act 1989.
    • Prevention of Fraud and Corruption
      • The Supplier shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.
      • The Supplier shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by the Staff and the Supplier (including its shareholders, members and directors) in connection with the Agreement and shall notify the Customer immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.
    • Dispute Resolution
      • The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.
      • If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.
      • If the Parties fail to appoint a Mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.
    • General
      • Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.
      • A person who is not a party to the Agreement shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties.
      • The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.
      • The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.
      • Any waiver or relaxation either partly, or wholly of any of the terms and conditions of the Agreement shall be valid only if it is communicated to the other Party in writing and expressly stated to be a waiver. A waiver of any right or remedy arising from a breach of contract shall not constitute a waiver of any right or remedy arising from any other breach of the Agreement.
      • The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
      • Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement (whether under the Agreement, statute or common law) are cumulative and may be exercised concurrently or separately, and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
      • If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
    • Notices
      • Any notice to be given under the Agreement shall be in writing and may be served by personal delivery, first class recorded or, e-mail to the address of the relevant Party set out in the Award Letter, or such other address as that Party may from time to time notify to the other Party in accordance with this clause:
      • Notices served as above shall be deemed served on the Working Day of delivery provided delivery is before 5.00pm on a Working Day. Otherwise delivery shall be deemed to occur on the next Working Day. An email shall be deemed delivered when sent unless an error message is received.
      • Notices under clauses 13 (Force Majeure) and 7 (Termination) may be served by email only if the original notice is then sent to the recipient by personal delivery or recorded delivery in the manner set out in clause 1.
    • Governing Law and Jurisdiction

The validity, construction and performance of the Agreement, and all contractual and non contractual matters arising out of it, shall be governed by Scottish law and shall be subject to the exclusive jurisdiction of the Scottish courts to which the Parties submit.