These Terms of Business ("Terms") apply to the provision of goods or services by The Perlin Ltd ("Perlin", "we", "us", or "our") to its Clients ("Client", "you", or "your").  

By engaging our services, you agree to be bound by these Terms. 

1. DEFINITIONS 

The following definitions apply in these Terms of Business: 

• Contract: These Terms of Business together with any associated Quote, Proposal, or Agreement for Services. 

• Client: The person, firm, or company engaging Perlin for services. 

• Client Materials: Any assets, files, content, or materials provided by the Client for the execution of services. 

• Confidential Information: Proprietary or sensitive information shared during the course of business. 

• Deliverables: The final products or materials created and supplied by Perlin. 

• Fee: The amount payable for the services as specified in the Quote or Contract. 

• Facilities: All equipment, personnel, creative resources, and production services provided under the Agreement. 

• Intellectual Property Rights: Copyrights, trademarks, design rights, and other proprietary rights. 

• Project: The confirmed project period for which Perlin has agreed to provide the Facilities to the Client. 

• Works: The products and materials created, developed and produced by Perlin for the Client in relation to this Agreement. 

2. CONTRACT FORMATION 

2.1 All services provided by Perlin are subject to these Terms. 

2.2 The Client's acceptance of a quote or commencement of services constitutes binding acceptance of these Terms. 

2.3 Any changes to these terms must be accepted by Perlin in writing.  

2.4 Unless otherwise expressly stated in writing, all quotations and treatments requested by the Client are invitations to contract services and acceptance of Perlin’s terms and conditions. 

2.5 The Client's acceptance of the quote is binding. 

3. QUOTES, FEES, TAX AND PAYMENT  

3.1 All quotes provided are exclusive of Value Added Tax (VAT). Client shall be solely responsible for any sales, use, excise, value added, goods and services taxes and other similar transaction taxes including withholding taxes levied against or imposed upon the provision of any Services under this Agreement. 

3.2 Courier and delivery charges, meals, consumables, and any such VAT or external expenses shall be paid by the Client. 

3.3 Perlin reserves the right to change the rates quoted at any time without prior notice. 

3.4 Unless otherwise stated in the Quote, and subject to paragraph 3.5, Payment terms are: 

• The first 50% of the agreed quote is to be invoiced and paid immediately on acceptance of the quote. 

• The remaining 50% is invoiced on project delivery and paid within 14 days of the invoice. 

• All other payment of fees and charges incurred shall be made to Perlin within 28 days of the date of invoice. 

3.5 Perlin reserves the right to require payment of all fees and charges, in full or in part, in advance of the project period. 

3.6 Late payments will incur interest at 4% above the Bank of England base rate. 

3.7 All payments shall be made in the currency invoiced and without deductions. 

3.8 In the event of payment disputes, both parties agree to engage in good faith discussions for resolution prior to legal action. 

4. CANCELLATION AND TERMINATION 

4.1 At its absolute discretion, Perlin may at any time permit cancellation or postponement by the Client of a project and reserves the right to cancel any project in the event of any breach of these terms and conditions by the Client.  

4.2 If notice of cancellation or postponement is given between the project award date and final delivery date, the Client will be liable to cancellation fees as set out below: 

• Before 50% of the project timeline: 50% of the Fee plus incurred expenses. 

• After 50% of the project timeline: Full Fee payable plus incurred expenses. 

4.3 Postponement requires written confirmation of a new project schedule to commence no later than 30 days from the postponement date.  

4.4 Perlin may terminate the Agreement if the Client fails to make payments. 

4.5 If terminated, all work completed up to the point of termination will be payable in full. 

5. INTELLECTUAL PROPERTY 

5.1        The Client acknowledges that Perlin owns, and shall retain ownership of, Perlin Intellectual Property, and Perlin shall not at any time be required to deliver, licence or grant any rights to the Client any of Perlin Intellectual Property whatsoever. 

5.2        The Client acknowledges and agrees that if in the course of performing the Services (including any processing or production of materials on behalf of the Client) Perlin (a) discovers or devises any techniques or know-how or (b) creates any mechanical or electronic devices, software (in source code and object code), libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), or any underlying models, rigging, and animation data to provide the Services, all rights of every kind in and to the foregoing shall belong to and vest in Perlin and shall be deemed to be Perlin Intellectual Property for the purposes of this Agreement. 

5.3        Perlin shall retain ownership and possession of, and all rights (including all Perlin Intellectual Property Rights) in and to, any original character design, ideas or concepts presented or created by Perlin in relation to this Agreement, unless otherwise agreed in writing by the parties. Where the Client requires a licence to use any such original character design, ideas or concepts, for whatever purpose, the terms of such licence shall be agreed by the parties in writing pursuant to a Quote and/or any subsequent Contract for Services. 

5.4        Subject to clauses 5.1 to 5.3 above and any other terms agreed pursuant to a Quote or Contract for Services, all title and Intellectual Property Rights in and to the Works (excluding Perlin Intellectual Property), shall pass to the Client only upon the Client paying to Perlin all sums due and payable under this Agreement. To the extent required, the parties may agree on terms for the licence of Perlin’s Intellectual Property (or any part of it) incorporated into the Works, to enable the Client to receive the benefit of the Works. 

5.5        The Client hereby grants to Perlin a perpetual, non-exclusive, transferable, sub-licensable, royalty-free licence to use the Client Materials to the extent necessary for Perlin and/or its suppliers to provide the Services and the Works. 

5.6        The Client acknowledges and agrees that Intellectual Property Rights in and to underlying materials processed by Perlin in the performance of the Services and/or embodied in the Works may be owned by third parties and that the use by the Client of the Works shall be subject always to the Client obtaining any and all necessary licences and consents from the relevant underlying rights’ owner(s). 

6. CONFIDENTIALITY 

6.1 Each party agrees to keep confidential all non-public information disclosed during the Agreement. 

6.2 The Client shall take effective steps to keep confidential all confidential information relating to Perlin or its business or financial affairs or the Facilities or other services provided by it, including any computer programs, production techniques, databases and any original ideas and concepts, know-how, designs and processes incorporated in or inherent in the Deliverables, which information is disclosed to or obtained by the Client pursuant to or as a result of the provision of the facilities (other than information in the public domain other than by reason of a breach by the Client of this provision) ('Confidential Information') 
 

6.3 The Client will not use or divulge any confidential information to any person (other than its professional advisers) and upon the termination of the project period, the Client will return to Perlin any confidential information (without retaining copies thereof) and any equipment or other provided by Perlin (other than, for the avoidance of doubt, the Deliverables). Should the Client wish to use any of Perlin IP as described in 9.1 this may be granted under licence. 

6.2 Confidentiality obligations continue for five years following the termination of the Agreement. 

6.3 Disclosure may only occur if required by law or agreed upon in writing by both parties. 

7. LIABILITY AND INDEMNITY 

7.1.1 Save as otherwise expressly provided in these terms and conditions and to the fullest extent permitted by law: 
 

7.1.2 The supply to any Client of Deliverables and facilities are entirely at the Client's risk and Perlin shall be under no liability to the Client or any other person for any direct, indirect or consequential loss or damage arising from any defect in the facilities and the Deliverables or any equipment or tapes used in relation thereto; 
 

7.1.3 If the use of the facilities for the project is delayed, postponed, curtailed or cancelled for any reason affecting Perlin, then unless such delay, postponement, curtailment or cancellation shall have been caused by the gross negligence of Perlin, Perlin shall not be liable for any loss or damage suffered by the Client by reason thereof; 
 

7.1.4 Perlin shall not in any event be liable for economic loss (including loss of profit or goodwill) or any indirect or consequential loss or damage; and 
 

7.1.5 All warranties, conditions, terms and representations relating to goods or services supplied by Perlin (whether expressly or implied by statute, common law, use or otherwise) are hereby excluded. 
Nothing herein shall be construed as excluding or limiting (or seeking to do so) any liability on the part of Perlin by reason of death or bodily injury caused by Perlin negligence. 
 

7.2.1 Save as otherwise expressly provided in these terms and conditions and to the fullest extent permitted by law, Perlin will not be responsible for any damage to or loss of any Client's property held by Perlin nor any loss (consequential or otherwise) arising in respect thereof, unless caused by Perlin 's negligence in which case paragraphs (7.2.2) and (7.2.3) shall apply; 
 

7.2.2 In the event of loss or damage to the Client's property caused by Perlin 's negligence during the project period Perlin 's liability shall be limited to the cost expended by the Client in fees and charges charged by Perlin and shall not exceed the fee. 
 

7.2.3 If the Client shall notify Perlin during the project period is valued by the Client at a stated sum which exceeds the figure seated in paragraph (7.2.2) and shall agree to reimburse Perlin with the cost of effecting special insurance cover for such recording during such period in the sum stated by the Client in such notice, the limitation of liability shall be the sum by the Client and the figure in paragraph (7.2.2) shall not apply. 
 

7.2.4 Subject to the above provisions of this paragraph (7.2), all of the Client's property and all Deliverables held by Perlin will be held by Perlin entirely at the risk of the Client, irrespective of the cause of any loss or damage and the Client should insure the Client's property to its full value against all risks and take and retain copies of all Client's property before providing them to Perlin.  

7.3 Perlin shall make available its equipment and the personnel it deems necessary to operate such equipment but the Client shall satisfy itself that the facilities are suitable for its purpose and while Perlin will use its best endeavours to ensure that all equipment and facilities perform in accordance with the specification for such equipment and facilities unless expressly agreed in writing at the time of the acceptance of the project, Perlin shall not be responsible for ensuring that its equipment and the facilities provided by it are suitable for the Client's purpose. 
7.4 Perlin shall not be liable for any reduction in the quality of its services that may be caused by the quality of the Client's property or Perlin 's adherence to the Client's instructions. 
 

7.5 The Client shall indemnify Perlin, its directors, and employees, servants, sub-contractors and agents all liabilities, actions and losses, claim, proceedings, judgement, damages, obligations, costs and expenses of any nature whatsoever (including, but not limited to, legal fees, costs and expenses) arising directly or indirectly out of or in connection with the Client's property or the acts or omissions of the Client, its servants, agents or representatives, or any breach by the Client of any of its representations, warranties or other obligations in these terms and conditions (including, but not limited to, claims by any third party for breach of copyright or defamation relating to any Deliverables or Client's property or any failure by the Client to observe the provisions and requirements of any applicable agreements). 

8. STORAGE AND RETURN OF CLIENT MATERIAL 

8.1 Project data will be kept live on Perlin’s servers for 90 days after the date of project completion. Beyond this date further archive storage will be quoted upon request. 

8.2 The Client shall provide details to Perlin for the return of the Client Materials within 90 days after completion of the project. If the Client does not provide Perlin with details for the return of the Client Materials, Perlin shall send the Client Materials to its archive upon completion of the project and Perlin shall be entitled to charge the Client reasonable storage charges for doing so. 

8.3 Perlin shall be under no liability whatsoever in respect of any loss or damage to or destruction of the Client Materials (whether such Client Materials are in the possession of Perlin or otherwise) and it is the Client’s responsibility to ensure that it has appropriate back-up copies of all Client Materials. 

9. NON-COLLECTION 

9.1 Perlin shall be entitled to destroy, erase or otherwise dispose of as it thinks fit any Deliverables or Client's property in its possession and uncollected by the Client after the expiration of six months from the end of the project period, and while uncollected by the Client, such Deliverables or Client's property shall beheld by Perlin at the Client's risk as stated above. 

10. SUBCONTRACTORS 

10.1 Perlin shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations under the Agreement. 

11. CREDITS & PR 

11.1 The Client shall ensure that Perlin is given screen credits in respect of the facilities supplied by Perlin in a form approved in advance by Perlin. The Client hereby grants Perlin the right to refer in its advertising or promotional material to the Client and to use the material or the title of any project or any work completed by Perlin or the Client in any such advertising or promotional material from the first date of transmission including finished projects and behind the scenes. 

11.2 Perlin may publicise, advertise and market the Works on its website(s), social media site(s), blog(s), in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as Perlin may in its sole discretion decide, without the prior written consent of the Client. 

11.3 The Client hereby grants Perlin a perpetual and royalty-free licence to use the Works throughout the world for the purposes of clause 9.2 above and in order for Perlin to promote its business by whatever means it sees fit. 

12. INSURANCE 

12.1 Risk of loss or damage to Deliverables passes to the Client upon delivery. 

12.2 The Client is responsible for insuring any materials provided to Perlin. 

12.3 Perlin shall maintain general liability insurance for professional services rendered. 

13. INSOLVENCY 

13.1 If the Client makes or offers to make any compensation with creditors or enters into a voluntary arrangement or if a bankruptcy petition is served on the Client or (if the Client is a limited company) any resolution or petition to wind up the Client's business is presented or if a receiver or administrative receiver is appointed to deal with any part of the Client's assets. Upon any such termination, the Client will pay to Perlin on demand all sums owing in respect of services already performed by Perlin, together with relating to instructions given by the Client before termination. So as to fully indemnify Perlin in respect of all liabilities incurred as a consequence of compliance with the Client's instructions. 

14. DATA PROTECTION 

14.1 Both parties agree to comply with UK GDPR and the Data Protection Act 2018. 

14.2 The Client consents to Perlin processing personal data in accordance with its Privacy Policy. 

14.3 Each party agrees to securely manage and store any shared personal data. 

15. FORCE MAJEURE 

15.1 Neither party will be liable for delays caused by events beyond reasonable control, such as natural disasters, strikes, or pandemics. 

15.2 If a force majeure event lasts longer than 30 days, either party may terminate the Agreement with written notice. 

16. GOVERNING LAW AND JURISDICTION 

16.1 These Terms are governed by the laws of England and Wales. 

16.2 Disputes shall be resolved through negotiation or, failing that, binding mediation before legal proceedings. 

16.3 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from this Agreement. 

17. GENERAL 

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17.1 All notices given in accordance with these terms and conditions shall be in writing and may be delivered personally or sent by pre-paid first-class post to the usual or last known address of Perlin or the Client. A notice shall be deemed to have been properly served if personally delivered, at the time of delivery, and if posted, forty-eight hours after posting. In providing service it shall be sufficient to show that the notice was delivered to the correct address or that the envelope containing the notice was properly addressed, pre-paid and posted. 

17.2 No variation of these terms and conditions shall be effective unless made in writing and signed by a duly authorised director of Perlin and the Client. 

17.3 The invalidity of any of these terms and conditions shall not affect the continuing enforceability of the remaining terms and conditions. 

17.4 Any failure or delay by Perlin in exercising or enforcing any rights conferred by these terms and conditions shall not be deemed to be a waiver thereof or operate so as to bar the exercise or enforcement of such rights at any time.