Terms & Conditions
This agreement was last modified: 7 October 2021.
The following Conditions shall apply in relation to the supply of any goods, Deliverables or Services by Salamandra Design & Digital Ltd (company number: 09093178) (Salamandra). These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
The customer’s attention is particularly drawn to the provisions of clause 9 (limitation of liability).
1 Basis of contract
1.1 A Quotation constitutes an offer by the Customer to purchase Services in accordance with these Conditions. A Quotation shall only be deemed to be accepted when both the Customer and Salamandra issue a written acceptance of a Quotation (which may be via email), at which point the Quotation shall be deemed an Order and on which date the Contract shall come into existence (the Effective Date). Each Order or series of Orders, as appropriate, shall constitute a Project. The Customer acknowledges that Salamandra requires a down-payment for incurring costs (such as allotting studio time or software acquisition) as part of any Project, and as such agrees that a Project shall commence on the Business Day following Salamandra’s receipt of the Initial Payment (Project Commencement Date).
1.2 Any samples, drawings, descriptive matter or advertising issued by Salamandra, and any descriptions or illustrations contained in the Salamandra’s marketing materials or on Salamandra’s website, are issued or published for the sole purpose of giving an approximate idea of the Services. They shall not form part of the Contract or have any contractual force.
1.3 Unless otherwise stated in the Quotation, Salamandra reserves the right to change the rates estimated or quoted at any time without prior notice.
2 Design Projects
1.4 In relation to Projects where the Services include Design Services, and unless otherwise stated in the Order, Design Services shall include two (2) rounds of Customer changes, corrections, comments or feedback (Customer Comments) only.
1.5 In the event that additional Customer Comments are required for the completion of a Project, Salamandra may issue a new Quotation, which shall be agreed in writing between the Customer and Salamandra and incorporated into a Project as a supplemental Order.
1.6 In relation to Projects where the Services include website design and/or development services, and unless otherwise stated in the Order, such services shall not include any post-production maintenance, hosting or ad-hoc amendment services and Salamandra makes no warranty as to the nature or quality of the Services or Deliverables after final delivery of any Deliverables.
3 Animation Projects
1.7 In relation to Projects where the Services include Animation Services, and unless otherwise stated in the Order, the Animation Services shall:
(a) be managed in three stages (pre-production, production, and post-production) and the Customer shall approve each stage (in accordance with clause 4 ) before Salamandra shall commence performing the Services for the next stage; and
(b) include up to a maximum of five (5) rounds of Customer Comments as follows:
(i) Pre-production – two (2) Customer Comments at the design stage;
(ii) Production – one (1) Customer Comment at the animation/simulation stage; and
(iii) Post-production – one (1) Customer Comment at the rendering stage and one (1) Customer comment at grading stage (for 3D Animation Services only).
1.8 In the event that additional Customer Comments are required for the completion of a Project, Salamandra may issue a new Quotation, which shall be agreed in writing between the Customer and Salamandra and incorporated into a Project as a supplemental Order.
4 Supply of Services
1.9 Unless otherwise stated in the Order, Orders expressly do not include any services related to:
(c) the processing and developing of animation stills for marketing and promotional and campaign purposes;
(d) classification and/or censorship activities;
(e) the provision of Deliverables in any other format other than the appropriate digital format agreed between the customer and Salamandra in the Order or the provision of additional copies or back-ups of any Deliverables.
1.10 Salamandra shall supply the Services to the Customer in accordance with the Order in all material respects from the Project Commencement Date. Salamandra shall have no obligation to perform any Services or any other obligation to the Customer prior to the Project Commencement Date and, for the avoidance of doubt, the Customer shall have no rights over, or ownership in, any Materials created as part of the Services or any Deliverables until Salamandra has received payment in full and cleared funds of all of the Charges owed to Salamandra from the Customer.
1.11 Salamandra shall use all reasonable endeavours to meet any performance dates specified in a Quote, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
1.12 Salamandra reserves the right to amend the specification, if necessary, to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. Salamandra shall notify the Customer in any such event.
1.13 Salamandra warrants to the Customer that the Services will be provided using reasonable care and skill.
5 Customer’s obligations
1.14 The Customer shall:
(f) ensure that the terms of each Order are complete and accurate;
(g) co-operate with Salamandra in all matters relating to the Services and review, provide feedback, approval or sign-off on Deliverables within 24 hours of Salamandra’s request, or such other period as agreed between the Customer and Salamandra. Where such feedback, approval or sign-off is not provided within the timeframe set out in this clause, the Deliverables shall be deemed to be accepted by the Customer;
(h) provide Salamandra with such information and materials as Salamandra may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(i) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(j) keep all materials, documents and other property (whether tangible or intangible) of Salamandra in safe custody at its own risk, maintain the same in good condition until returned to Salamandra, and not dispose of or use such materials other than in accordance with Salamandra’s written instructions or authorisation; and
(k) comply with any additional obligations as set out in an Order.
1.15 For all Services provided by Salamandra (including in respect of clause 2 and clause 3 above), Customer Comments must apply to the current stage of a Project and must be provided in a single, consolidated document in a form approved by Salamandra. For example, once the pre-production stage of the Animation Services has been approved, all further changes must be within the boundaries of the agreed script and storyboard.
6 Customer Delay
1.16 Each Order is agreed on the basis of the timeline agreed between the Customer and Salamandra. In the event that:
(l) the Customer fails to promptly respond to Salamandra, provide materials or provide feedback pursuant to this Agreement (including clause 5.1(b) );
(m) the Customer submits to Salamandra an unreasonable number of Customer Comments during a Project; or
(n) if Salamandra’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation
(together, a Customer Default) then, without limiting or affecting any other right or remedy available to it:
(a) Salamandra shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Salamandra’s performance of any of its obligations;
(o) Salamandra shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Salamandra’s failure or delay to fully perform any of its obligations as a direct or indirect result of a Customer Default; and
(p) the Customer shall reimburse Salamandra on written demand for any costs or losses sustained or incurred by Salamandra arising directly or indirectly from the Customer Default.
1.17 In the event of delays to a Project’s timeline, in addition to those rights and remedies set out in clause 6.1 , Salamandra reserves the right (at its option) to issue a Quote for any anticipated additional work and to cover the production team until the revised output date.
1.18 Should there be further delays as a result of a Customer Default, and the Customer and Salamandra have been unable to agree an alternative Project timeline or approve a supplemental Quote, Salamandra reserves the right, at its option, to:
(q) pursuant to clause 7 , charge an additional standard daily rate, as notified to the Customer from time-to-time, to keep the animation team available, for a period of up to two (2) weeks (Reservation Fee);
(r) notwithstanding the terms of clause 7 , require payment from the Customer immediately upon delivery of the Deliverables or relevant part of the Deliverables to the Customer; and
(s) upon expiry of the two (2) week period set out in clause (a) above , or earlier at its option, terminate the Contract. In the event of such termination, Customer shall pay all accrued Charges (or relevant part thereof as agreed between the Customer and Salamandra, acting reasonably).
7 Charges and payment
1.19 The Charges for the Services shall be as set out in an Order and payable as set out in this Contract.
1.20 Subject to the Customer’s agreement, Salamandra shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Salamandra engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Salamandra for the performance of the Services, and for the cost of any materials. Salamandra may invoice the Customer for such costs as and when they are incurred.
Payment Schedule
1.21 Unless agreed otherwise in writing between Salamandra and the Customer, Salamandra may invoice the Customer:
(t) 50% of the Charges immediately on agreement of an Order (the Initial Payment). Pursuant to clause 1.1 the Project Commencement Date shall be deemed to be the following Business Day after Salamandra receives the Initial Payment in full and in cleared funds;
(u) 30% of the Charges immediately upon approval by the Customer of the creative elements of a Project. The creative elements shall be determined by Salamandra on a project-by-project basis;
(v) the final 20% of the Charges immediately upon final delivery of the Deliverables to the Customer.
1.22 The Customer shall pay each invoice submitted by Salamandra:
(w) unless otherwise agreed, within seven (7) days of the date of the invoice; and
(x) in full and in cleared funds to a bank account nominated in writing by Salamandra, and
(y) time for payment shall be of the essence of the Contract.
1.23 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where (if any) a taxable supply for VAT purposes is made under the Contract by Salamandra to the Customer, the Customer shall, on receipt of a valid VAT invoice from Salamandra, pay to Salamandra such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
Compensation and Reservation Fee
1.24 Salamandra may, in its discretion, charge the Compensation Fee and/or the Reservation Fee to the Customer, pursuant to clauses 10.2 and 6.3 respectively. If a Compensation Fee or Reservation Fee becomes payable, Salamandra may, in its discretion, invoice the Customer immediately upon such fee becoming payable.
1.25 If the Customer fails to make a payment due to Salamandra under the Contract by the due date, then, without limiting Salamandra’s remedies under clause 10 , the Customer 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 7.7 will accrue daily at a rate of 7% per annum above the Bank of England’s base rate from time to time, but at a rate of 7% per annum for any period when that base rate is below 0%.
1.26 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8 Intellectual property rights
Grant and reservation of rights to Customer
1.27 Subject to receiving full payment of any and all Charges due to Salamandra from the Customer, Salamandra assigns to the Customer all Intellectual Property Rights in the Deliverables excluding Salamandra Materials and Third Party Materials and, for the avoidance of doubt, excluding any works-in-progress, working files, drafts or any other Materials not intended as final and completed Deliverables and notified as such in writing (for which email shall suffice) by Salamandra to the Customer.
1.28 Customer shall retain ownership of all Intellectual Property Rights of whatever nature (and, if registerable, whether registered or not) in Customer Materials.
Grant and reservation of rights to Salamandra
1.29 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials, Deliverables or Third Party Materials) shall be owned by Salamandra and, for the avoidance of doubt, Salamandra shall retain ownership of all Intellectual Property Rights of whatever nature (and, if registerable, whether registered or not) in Salamandra Materials.
1.30 The Customer grants Salamandra a fully paid-up, perpetual, non-exclusive, transferable and royalty-free licence to use, copy and modify any Customer Materials for the purpose of providing the Services to the Customer and delivering the Deliverables and managing the Project.
Third party rights
1.31 The Customer acknowledges that Salamandra may incorporate Materials or other Intellectual Property Rights into the Deliverables which are Third Party Materials (for example, musical or voice over work). Customer agrees that such Third Party Materials shall always be subject to the rights of the owner of such Third Party Materials and the conditions of any related licences, consents or permissions. Such rights are to be determined on a project-by-project basis and Salamandra does not grant any Intellectual Property Rights in Third Party Materials to Customer, save as agreed in writing between the parties during the course of a Project.
1.32 Customer represents, undertakes and warrants to Salamandra that the Customer will perform its obligations in accordance with the Contract and that it is has authority to grant the licences set out in clause 8.4 above
9 Limitation of liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
1.33 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
1.34 Nothing in this clause 9 shall limit the Customer’s payment obligations under the Contract.
1.35 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
1.36 Subject to clause 9.3 , Salamandra’s total liability to the Customer for all loss or damage (whether in contract, tort, misrepresentation, restitution or otherwise) shall not exceed, in aggregate, the Charges paid or payable under a Project in the preceding twelve (12) month period. Salamandra shall never be liable for use of any Materials by the Customer (or losses incurred in connection therewith) that do not constitute a Deliverable.
1.37 Subject to clause 9.2 and clause 9.3 , neither party shall be liable to the other under this Contract for indirect, special or consequential loss or damage whatsoever, whether or not such party has been notified in advance of the possibility of such damage.
1.38 Salamandra has given commitments as to compliance of the Services with relevant specifications in clause 4 . In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
1.39 Unless the Customer notifies Salamandra that it intends to make a claim in respect of an event within the notice period, Salamandra shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
1.40 This clause 9 shall survive termination of the Contract.
10 Termination
Cancellation
1.41 Without prejudice to the remainder on this clause, Salamandra shall be under no obligation to accept cancellation of a Project once an Order has been agreed.
1.42 In the event that Salamandra agrees in writing to the cancellation of a Project, and without prejudice to clause 11 , Salamandra reserves the right, at its sole discretion, to charge a compensation fee of up to 20% of the approved Charges upon cancellation of all or part of a confirmed Project or Order, payable immediately to Salamandra (Compensation Fee).
1.43 In all cases, on cancellation or termination, Customer shall pay to Salamandra all third party costs Salamandra has incurred or committed to in connection with a Project (or, as relevant, Salamandra may recoup such costs from the Initial Payment), including all expenses and costs incurred by or committed to by Salamandra up to the date of such termination or cancellation.
Default
1.44 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:
(z) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(aa) 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(bb) 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; or
(cc) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
1.45 Without affecting any other right or remedy available to it, Salamandra may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment; or there is a change of Control of the Customer.
1.46 Without affecting any other right or remedy available to it, Salamandra may suspend the supply of Services under the Contract or any other contract between the Customer and Salamandra if:
(dd) the Customer fails to pay any amount due under the Contract on the due date for payment;
(ee) the Customer becomes subject to any of the events listed in clause 10.4(c) to clause 10.4(d) , or Salamandra reasonably believes that the Customer is about to become subject to any of them; and
(ff) the Salamandra reasonably believes that the Customer is about to become subject to any of the events listed in clause 10.4(b) .
11 Consequences of termination
1.47 On termination or expiry of the Contract:
(gg) the Customer shall immediately pay to Salamandra all of Salamandra’s outstanding unpaid invoices and interest and, in respect of Services supplied or third party costs incurred or committed to, but for which no invoice has been submitted, Salamandra shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(hh) the Customer shall return all Salamandra Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Salamandra may enter the Customer’s premises (if applicable) and take or retain possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract. Salamandra may withhold all or any relevant part of the Deliverables until Salamandra has received payment in full and cleared funds for all relevant Charges.
1.48 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of 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.
1.49 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.
12 General
1.50 Force majeure. Salamandra shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
1.51 Promotion. Salamandra is proud to showcase its work. In respect of completed Projects, Salamandra shall be permitted to use, display or link to the Deliverables for the purpose of marketing, promotion or for use in Salamandra’s portfolio. For this purpose, the Customer grants Salamandra a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to use, display and modify the Deliverables. Notwithstanding clause 12.4 , following completion of a Project, Salamandra shall be permitted to write about the Project across all digital and print platforms.
1.52 Assignment and other dealings.
(ii) Salamandra may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(jj) The Customer shall not assign, transfer, mortgage, charge, subcontract, 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 Salamandra.
1.53 Confidentiality.
(kk) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.4(b) .
(ll) Each party may disclose the other party’s confidential information:
(iv) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.4 ; and
(v) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(mm) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
1.54 Entire agreement.
(nn) 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.
(oo) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(pp) Nothing in this clause shall limit or exclude any liability for fraud.
1.55 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
1.56 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 default. 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.
1.57 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 or part-provision of this Contract deleted under this clause 12.8 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.
1.58 Notices.
(qq) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by email to the address notified to it by the other party from time-to-time.
(rr) Any notice shall be deemed to have been received:
(vi) if delivered by hand, at the time the notice is left at the proper address;
(vii) 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
(viii) 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 12.9(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.
(ss) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
1.59 Third party rights. 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. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
1.60 Data Protection. Customer acknowledges that, in the course of providing the Services, Salamandra may process personal data about Customer and/or Customer’s personnel. Where applicable, Salamandra’s Privacy Policy will apply (https://www.salamandra.uk/privacy-policy).
1.61 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.
1.62 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.
13 Interpretation
1.63 The following definitions apply in these Conditions:
Animation Services means the services (whether constituting all or part of the Services) which relate to animation, as set out in a relevant Order.
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges means the charges payable by the Customer for the supply of the Services in accordance with clause 7 (Charges and payment) and pursuant to a relevant Order.
Customer Comments has the meaning given to it in clause 2 .
Design Services means the services (whether constituting all or part of the Services) which relate to design, as set out in a relevant Order.
Conditions means these terms and conditions as amended from time to time.
Contract means the contract between Salamandra and the Customer for the supply of Services in accordance with these Conditions and includes the Order, these Conditions and any supplemental agreements entered into between the Customer and Salamandra.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer means the person or firm who purchases Deliverables and/or Services from Salamandra.
Customer Default has the meaning given to it in clause 6.1 .
Customer Materials means any Intellectual Property Rights, Materials or any other information provided by or on behalf of the Customer to Salamandra for use in undertaking the Services and/or for inclusion in a Project and/or Deliverables, including, without limitation, confidential information and trade secrets and relevant Third Party Materials.
Deliverables means the final and selected Materials created by Salamandra and delivered to the Customer during the provision of the Services, in each case only where such Materials have been notified by Salamandra to the Customer as final (for which email shall suffice) and as set out in a relevant Order, and expressly excluding any drafts, samples, works-in-progress, working files or equivalent.
Initial Payment has the meaning given to it in clause 7.3 .
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off 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.
Materials means works and materials in whatever form or medium (including ideas, designs, documents, text, photographs, films, recordings, digital files, information, data, hardware, software, source code, assets, and audio);
Order means a quotation prepared and issued by Salamandra to the Customer that has be duly accepted in accordance with clause 1.1 .
Project has the meaning given to it in clause 1.1 .
Project Commencement Date has the meaning given to it in clause 1.1 .
Quotation or Quote means a quotation prepared and issued by Salamandra to the Customer, setting out the Charges and the Services.
Salamandra Materials means any Intellectual Property Rights, Materials or any other information (including, without limitation, confidential information and trade secrets) owned, controlled or developed by Salamandra, which were developed or acquired by Salamandra at any time and other than directly for the purpose of delivering the Project.
Services means the services, including the supply of the Deliverables, supplied by Salamandra to the Customer as set out in the Order, including (as applicable) Design Services and Animation Services.
Third Party Materials means any Materials and/or Intellectual Property Rights of any kind that are owned and/or controlled by third party(ies).
1.64 The following rules of interpretation apply in these Conditions:
(tt) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(uu) 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.
(vv) A reference to writing or written includes faxes and emails.