UNITED KINGDOM

INBITWIN LIMITED
TERMS AND CONDITIONS OF BUSINESS - U.K

The following terms and conditions apply to the provision of any services or goods by Inbitwin Limited ("Inbitwin"). They supersede all prior agreements and any alternative terms proposed by the Customer, and constitute the entire agreement between Inbitwin and the Customer.

1. DEFINITIONS

1.1 Unless the context otherwise requires, in these terms and conditions:

• "Booking" means the agreed period during which Inbitwin will provide the Facilities to the Customer;

• "Customer" means the individual, company, or entity using the services of Inbitwin;

• "Customer's Property" means any materials, assets, files, equipment, or other property belonging to the Customer which are provided to Inbitwin in connection with the Facilities;

• "Facilities" means the VFX equipment, personnel, creative and production services that Inbitwin supplies to the Customer in accordance with these terms;

• "Materials" means any tapes, files, assets, or other materials provided by Inbitwin as part of a Booking.

2. RATES, FEES AND CHARGES

2.1 Inbitwin’s rates are those published in the current rate card and are subject to change. All rates exclude Value Added Tax (VAT), media stock, courier and delivery costs, meals, telecommunications charges, and any other external expenses, which shall be payable by the Customer.

2.2 Inbitwin reserves the right to amend its published rates at any time without prior notice.
 

3. ESTIMATES

3.1 All timeframes and cost estimates provided by Inbitwin are given in good faith. While Inbitwin will make every reasonable effort to meet such estimates, they are not binding where delays or deviations arise due to changes made by the Customer or other circumstances beyond Inbitwin’s control. Inbitwin shall not be liable for any failure to meet these estimates, nor for any costs, charges, or expenses incurred by the Customer as a result.

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4. PAYMENT

4.1 Unless otherwise stated in these terms and subject to clause 4.3 below, all fees and charges must be paid in full within 30 days of the invoice date. Inbitwin reserves the right to charge interest on overdue payments in accordance with applicable laws.

4.2 All amounts payable by the Customer must be made in full without any deductions, set-offs, counterclaims, or withholdings of any kind. In the event of non-payment (in full or in part), Inbitwin reserves the right to enforce any resulting judgment without delay, regardless of any related claim or dispute the Customer may raise.

4.3 Inbitwin reserves the right to require full or partial payment in advance of the Booking period.

4.4 Any invoice disputes or queries must be raised within 14 days of the invoice date. Failure to do so will be deemed as acceptance of the invoice in full.

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5. CANCELLATION

5.1 Inbitwin may, at its sole discretion, allow cancellations by the Customer and also reserves the right to cancel any booking or order at any time in the event of a breach of these terms by the Customer.

5.2 If a cancellation is made or accepted by Inbitwin less than one full working day (24 hours) before the start of the Booking period, the Customer will be charged the full rate applicable at the time of cancellation.

5.3 If cancellation occurs between one and three full working days before the start of the Booking period, the Customer will be charged 50% of the applicable rate.

5.4 In addition to the cancellation fees above, the Customer will be liable for any costs or expenses incurred by Inbitwin with the Customer’s knowledge and approval prior to cancellation.

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6. LIEN AND DELIVERY

6.1 Until Inbitwin has received full payment in cleared funds for all sums due from the Customer in connection with a specific Booking:

6.1.1 Legal ownership of all Materials shall remain with Inbitwin, even if they have already been delivered to the Customer;

6.1.2 Inbitwin shall retain a general lien over any of the Customer’s property in its possession for any outstanding amounts owed; and

6.1.3 Any licence granted to the Customer under clause 8.2 shall not come into effect.

6.2 Ownership of any Materials shall also remain with Inbitwin until full payment has been received for any other outstanding bookings or business transactions between Inbitwin and the Customer.

6.3 The Customer grants Inbitwin an irrevocable licence to enter any premises during normal business hours where such Materials may be stored (or reasonably believed to be stored) in order to repossess them.

6.4 If the Customer fails to pay any amount due within 14 days of the due date, Inbitwin reserves the right to sell, license, or otherwise dispose of any property held under lien. Any proceeds may be applied against the outstanding amounts and reasonable disposal or enforcement costs. After settling the balance (if any) with the Customer, Inbitwin shall have no further liability with respect to that property.

6.5 Inbitwin will use reasonable efforts to deliver any Materials as soon as practicable once all sums due have been received. However, Inbitwin will not be liable for any delays in delivery unless the delay is a direct result of Inbitwin’s gross negligence.

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7. INSURANCE

7.1 Risk of damage to or loss of the Materials shall transfer to the Customer upon delivery, or, in the event the Customer fails to accept delivery, at the time Inbitwin attempts to deliver.

7.2 The Customer acknowledges that Inbitwin is unable to insure against production-related financial losses arising from damage to or loss of the Customer’s property.

7.3 Therefore, the Customer agrees to obtain and maintain appropriate insurance coverage against all relevant risks associated with production (including pre- and post-production). This includes insurance for any loss or damage to the Customer’s property (and its content) while under the custody or control of Inbitwin, as well as any associated production costs.

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8. INTELLECTUAL PROPERTY IN MATERIALS

8.1 All copyright and intellectual property rights in any recordings, works, or outputs generated through the provision of Inbitwin’s Facilities shall remain vested in, and be the exclusive property of, Inbitwin.

8.2 Subject to Inbitwin having received full payment in cleared funds for all sums due under a specific Booking, Inbitwin grants the Customer an exclusive licence to use, publish, and distribute the final delivered output of the Booking as a whole, solely for the originally agreed purpose.

8.3 The Customer shall not use, copy, extract, or repurpose any Material or underlying intellectual property separately from the final delivered product, nor for any purpose other than that originally contemplated.

8.4 Notwithstanding any other provision, Inbitwin shall retain full ownership of all tools, processes, proprietary techniques, source or object code, and internal software used in the creation of the work ("Inbitwin Technology"). This excludes any visual imagery or photography originating from the Customer's content or project. Inbitwin shall own all intellectual property rights in such Inbitwin Technology, including but not limited to copyrights, patents, trademarks, and trade secrets.

Inbitwin hereby grants the Customer a non-exclusive, perpetual licence to use the Inbitwin Technology—but only to the extent necessary to fully exploit the final delivered product in accordance with the intended use agreed upon by both parties.

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9. CONFIDENTIAL INFORMATION

9.1 The Customer agrees to take all reasonable steps to keep confidential any non-public information relating to Inbitwin, its business, financial affairs, Facilities, services, technologies, or proprietary techniques (including software, databases, creative concepts, designs, and processes), whether disclosed or obtained through the provision of services. This obligation excludes information that is already public through no breach by the Customer (“Confidential Information”).

9.2 The Customer shall not use or disclose any Confidential Information to any third party (except professional advisors under confidentiality obligations). Upon conclusion of the Booking, the Customer shall return to Inbitwin all Confidential Information and any equipment or property belonging to Inbitwin, excluding any final delivered Materials.

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10. INBITWIN’S LIABILITY

10.1 Except where expressly stated in these terms and to the fullest extent permitted by law:

10.1.1 The provision of Facilities and Materials is entirely at the Customer’s risk. Inbitwin shall not be liable for any direct, indirect, or consequential loss or damage arising from any defect or fault in the Facilities, Materials, or related equipment;

10.1.2 If any Booking is delayed, curtailed, postponed, or cancelled due to reasons affecting Inbitwin, Inbitwin shall not be liable unless such issue was caused by its gross negligence;

10.1.3 Inbitwin shall not be liable for any economic loss, loss of profit, goodwill, or other indirect or consequential loss; and

10.1.4 All warranties or conditions implied by law, custom, or usage regarding the goods or services supplied by Inbitwin are hereby excluded.

Nothing in this section excludes liability for death or personal injury caused by Inbitwin’s negligence.

10.2

10.2.1 Except as expressly stated herein and to the fullest extent permitted by law, Inbitwin shall not be responsible for any damage to or loss of the Customer’s property, unless caused by Inbitwin’s negligence, in which case the following applies:

10.2.2 In the event of loss or damage caused by Inbitwin’s negligence, Inbitwin’s total liability shall be limited to the fees paid by the Customer for the specific Booking, capped at £50,000 per project;

10.2.3 If the Customer notifies Inbitwin in advance that their property holds a value exceeding £50,000 and agrees to pay for additional insurance, the liability cap may be raised to the declared value accordingly;

10.2.4 Except as stated above, all of the Customer’s property and Materials held by Inbitwin are at the Customer’s risk, and the Customer is responsible for fully insuring their own property and keeping backup copies before submission.

10.3 Inbitwin will provide equipment and personnel as it deems necessary, but the Customer is responsible for confirming the suitability of these resources. Unless expressly agreed in writing, Inbitwin makes no guarantee that the Facilities will meet the Customer’s specific purpose.

10.4 Inbitwin shall not be liable for any degradation in service quality caused by the condition of the Customer’s property or Inbitwin's adherence to the Customer’s specific instructions.

10.5 The Customer agrees to fully indemnify Inbitwin, its directors, staff, subcontractors, and agents from any claims, losses, liabilities, legal costs, or damages arising from the Customer’s property, actions, omissions, or any breach of these terms. This includes third-party claims such as breach of copyright, defamation, or failure to obtain appropriate rights or permissions.

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11. NON-COLLECTION

11.1 Inbitwin reserves the right to dispose of, destroy, or delete any Customer property or Materials remaining uncollected six months after the Booking ends. Such property will be held at the Customer’s risk during this period.

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12. TRANSFER OF OBLIGATIONS

12.1 Inbitwin may assign or subcontract any part of its obligations under these terms without notice.

12.2 The Customer may not assign or transfer their rights or obligations without Inbitwin’s prior written consent.

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13. CREDITS

13.1 The Customer shall ensure that Inbitwin receives appropriate on-screen credit for services provided, in a format approved in advance by Inbitwin. The Customer also grants Inbitwin the right to reference the Customer, the project name, and completed work in its promotional and marketing materials.

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14. REPRESENTATIONS AND WARRANTIES

The Customer represents and warrants that:

14.1 Prior to the start of the Booking, it has obtained all necessary rights, permissions, and clearances from performers, copyright holders, and any third parties in relation to the submitted materials;

14.2 The Customer’s property does not contain any content that is defamatory, offensive, obscene, illegal, or in breach of any third-party intellectual property or other rights.

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15. FORCE MAJEURE

15.1 Inbitwin shall not be liable for failure to perform any obligations due to events beyond its reasonable control, including but not limited to strikes, natural disasters, equipment failure, government restrictions, or civil unrest. In such cases, Inbitwin may either delay performance or be released from its obligations, wholly or in part, without liability.

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16. TERMINATION BY INBITWIN

Inbitwin may terminate its obligations to the Customer immediately, without prejudice to any other remedy, if:

16.1 The Customer breaches any provision of these terms or fails to pay any amount due within 14 days of the due date;

16.2 The Customer enters insolvency proceedings, a voluntary arrangement, administration, or if a winding-up petition or bankruptcy order is issued.

Upon termination, the Customer must immediately pay all outstanding charges for services rendered and indemnify Inbitwin for any costs or liabilities incurred up to the termination date.