Terms & Conditions
1. Application of these terms
(a) These terms and conditions shall apply in respect of all goods and services we supply to you whether specified overleaf or otherwise (“the Service”). Except to the extent that these terms and conditions are varied by mutual consent they together with the brief and quotation overleaf shall constitute the entire agreement between us and shall prevail over your own terms and conditions. You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.
(a) The Service shall be delivered to you in accordance with the brief agreed at the outset of the project either through concept meetings or in written proposals.
(b) Times given for delivery of the Service are estimates only.
3. Acceptance and Changes
(a) The Service shall be made available for acceptance at agreed stages. At each agreed stage changes to the Service shall only be permitted to the extent that such changes are consistent with the brief. Beyond completion of the final Master we will allow the ‘Three Hour Rule’. By this it is meant that any change or alteration to the final Master that we deem will take less than three man-hours we not be charged.
(b) Other than as stated in clause 5 above changes to the brief or otherwise that result in additional work being carried out will be chargeable at the relevant daily rate; this shall include the following:
(i) Changes that result from inaccurate on misleading information having been supplied by you in preparation of the brief;
(ii) Changes that result from your failure to obtain consent from any third parties or employees necessary in the delivery of the Service;
(iii) Changes that result from a significant change to the brief;
(iv) Additions to the original brief in the form of extra variations or edits of the originally planned piece such as shorter ‘highlights’ edits or specific web versions that are not agreed at the outset
(a) Payment terms will be set out in the relevant quotation issued by us to you. Where payment terms are not set out in the relevant quotation:
(i) Payment is due thirty (30) days after the invoice date.
(ii) We will not consider payment to be received until it is represented by cleared funds.
(iii) Any payment which is not made within the thirty (30) days after the date of the invoice shall be deemed to be overdue. Interest on overdue accounts shall accrue at 8.5% per month.
(iv) Any fees incurred by us in recovering payment will be chargeable.
(v) Payment to be made in Pounds Sterling.
(b) Where possible we will interim invoice in respect of the Service, where the quote exceeds £2000 we reserve the right to invoice for the production component of the Service immediately following its completion.
(c) If payment is overdue and/or you are in breach of your obligations set out in this agreement we reserve the right (without prejudice to any other right or remedy available to us) to stop or postpone delivery or performance under this agreement and we will not be liable for any loss you may suffer as a result of application of this clause. We shall have a general lien or right of retention on materials supplied by you to us until payment has been made.
(d) Payment is to be made in full without any discount deduction, set off or abatement.
(e) We reserve the right to appropriate any payment made by you and apply it in total or partial satisfaction of any debt due from you to us.
5. Cancellation and Change Orders
(a) Dates for production are agreed in advance and confirmed by you. Where these dates are cancelled whether due to a request from you or due to an amendment by you that results in a cancellation the following charges will apply where the cancellation notice is given or is caused:
(i) Within 7 days of shoot date – £100
(ii) Within 48 hours of shoot date – 50% of daily shoot rate
(iii) Within 24 hours of shoot date – 100% of daily shoot rate
(b) The Client shall have the right to issue change orders from time to time respecting the Service hereunder.
(c) If any such change orders impact the cost of, or time required to perform and deliver, the Service, the parties shall negotiate in good faith and mutually agree in writing to an equitable amendment to the terms of this Agreement prior to Producer being required to comply with and perform the change order.
(a) All reasonable expenses incurred by us in providing the Service shall be at your cost. Where possible expenses will be pre-arranged with you and/or set out in the quotation. In the absence of prior notification of expenses the following rates shall apply:
(i) All mileage at 0.45p per mile
(ii) Overnight stay £90 per person
(iii) Daily subsistence £25
7. Our Copyright Policy
(a) All copyright vested in the media produced by us shall be assigned to you subject to the following:
(i) Payment in full is received from you for all outstanding invoices;
(ii) You hereby grant us a royalty free licence to use all copyright in recorded footage and media produced by us as evidence of our work for promotional purposes such as on our website or otherwise;
(iii) All design concepts such as logos, themes, plans, models together with all copyright in any music shall remain vested in us and shall be made available to you on licence save that you shall only be permitted to use such material and design concepts for the purpose identified in the brief.
8. Client Materials
(a) You may provide us with certain creative content, including but not limited to, text, graphics, video, images, story line, concept, characters and data, for the development and production of, and inclusion in, the Project (the “Client Materials”) subject to the following:
(i) You acknowledge that the Client Materials are your sole and exclusive responsibility and that we will not be held liable for the violation of any laws, including but not limited to infringement of copyright, trademark or any other right of any person or entity arising from or relating to the Client Materials.
9. Representations, Warranties and Indemnifications
(a) We represent and warrant to you, our client that:
(i) We have the right and capacity to enter into this Agreement and fully perform all of our obligations hereunder;
(ii) We shall use commercially reasonable efforts to perform the Service in accordance with the specifications and descriptions set out in the brief attached hereto, or as modified by the parties from time to time by mutual agreement.
(iii) Our Service provided hereunder is wholly original and we have acquired the necessary rights from third parties to contribute and include same in the Project, and the Service will not violate or infringe upon any other party’s copyright, patent, trademark or other intellectual property right, however notwithstanding the forgoing we make no representations or warranties of any kind whatsoever in respect to talent and location releases or the Client Materials provided by you which are your sole responsibility.
(iv) Other than the express warranties stated above, we make no other representations or warranties hereunder of any kind, either express or implied, including but not limited to any warranty of merchantability and/or fitness for any particular purpose. In no event shall we be liable, directly or indirectly, for any special or consequential or incidental damages including but not limited to loss of anticipated profits, loss of revenue or loss of data, or as a result of any interruption of service.
(b) You, our client Represent and warrant to us:
(i) You have the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
(ii) All Client Materials provided hereunder shall be wholly original to you or you have acquired the necessary rights from third parties to contribute such Client Materials and include it in the Project, and shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right.
(iii) You have obtained the relevant written consent from all individuals (or their legal representatives) to be recorded in the making of the project.
(iv) You have signed a location release form for your premises and obtained written consent from all Owners and Proprietors of all other locations to be recorded in the making of the project.
Any digital file developed hereunder as part of the Service will need to be virus checked by you before use to ensure it does not contain any clock, timer, virus or other limiting or disabling code or program that would cause any files or programme to be erased made inoperable or otherwise impair their use.
(v) You represent and warrant that we will be added as an additional insured on your insurance policy.
(c) Each of the parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers fees) resulting any breach of any representation, warranty and/or covenant under this Agreement. Warranties and Liability
(d) You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by you, including any third party liabilities incurred by us.
(e) Any claim that you may have against us must be notified to us in writing within one month of the claim arising.
(a) Neither party may assign or otherwise transfer this Agreement without the written consent of the other party. This Agreement shall ensure to the benefit of and bind the parties hereto and their respective legal representatives, successors and assigns.
(a) If any provision of these terms and conditions (whether in part or in whole) is held by a Court or jurisdiction to be illegal, or unenforceable the parties shall agree to amend the relevant provision as shall be necessary to ensure its application and the remaining provisions of the Contract shall remain full force and effect.
Either party may terminate this Agreement in the event the other party is in material breach upon three business days’ prior written notice, unless the party receiving notice corrects the default within such three business day period.
The bankruptcy, insolvency or placing into receivership of any party hereto shall constitute a default. In the event that termination occurs before the expiry of this Agreement, then we shall be paid for all Services performed and delivered up to the date of termination, without prejudice to any claim by us for damages in the event the Agreement is terminated due to your default.
Any waiver by us of any breach of or any default under any provision of this agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the terms of this agreement.
14. Third Party Rights
The terms of the Contracts (Rights of Third Party) Act 1999 shall not apply to these terms and conditions.
15. Applicable Law
These terms and conditions shall be governed by Scottish law and subject to the exclusive jurisdiction of the Scottish Courts.