Dated 2 March 2020.
1.1. In these terms and conditions, the following expressions shall have the following meanings:
Agreement: these terms and conditions and any subsequent written agreements signed by the Producer and Client.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confirmation of Order: the receipt by the Producer of the first payment by the Client.
Client: the individual, company, party or other legal entity who wishes to engage the Producer, and with whom the Producer has agreed, to develop, produce and deliver the Work Product according to the details set out in written agreements between the parties.
Delivery Date: the date by which the work product will be delivered to the Client.
Fixed Fee: the fee described in clause 5 of these terms and conditions, as agreed upon by the parties in the Confirmation of Order.
Licence: the terms under which the Client is permitted to use the Work Product including any special rights, restrictions and obligations, as detailed in the Agreement.
Producer: Andy Wasley, of 3 Oak Walk, Wallington, Surrey SM6 7DE, and any sub-contractors, employees, agents and assigns under the Producer’s employment or otherwise working with him.
Production Brief: a document, whether electronic or in print and of whatever title, containing details of the desired Work Product including (but not limited to, and only as appropriate) minutes in length, the aims, creative and editorial approach agreed between the Client and the Producer.
Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video during the Term, as agreed by the parties.
Services: the actions undertaken by the Producer to enable production of the Work Product, including (but not limited to) filming and photography, creative consultation, concept development, editing, retouching and delivery.
Term: the period from the date of these terms and conditions until the Delivery Date or (if earlier) termination described in clause 10.
Work Product: the products of the Services, including Phootgraphy and Video and all performances and literary, dramatic, artistic and musical material incorporated by the Producer into the Photography or Video but excluding rights in works owned by the Client.
1.2. 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, phrase or term preceding those terms.
2.1. In consideration of payment to the Producers of the Fixed Fee, the Client engages the Producer, and the Producer agrees, to produce the Work Product in accordance with the Production Brief and to provide such other services as are agreed between the parties from time to time in connection with the Video (Services). The Services shall include:
(a) Selecting, gathering, holding and developing in consultation with the Client material that is to be contributed to the Work Product by third parties;
(b) Making all necessary preparations for the production of the Work Product including providing or engaging the crew, studio and other necessary facilities and services necessary to render the Services;
(c) Background music and soundtrack;
(d) Creating and producing the Work Product in a timely fashion in accordance with Client’s instructions; and
(e) Undertaking and overseeing all post production titling, editing, scoring, dubbing, cutting and completion of the Work Product.
2.2 The Producer can also provide the following Services at the request of the Client for an additional fee:
(a) Creating and developing a storyboard for any Video included in the Work Product, including any in full discussion with the Client and in accordance with the directions and request of the Client;
(b) Consulting with and assisting in writing of any script for narration in any Video included in the Work Product, including subtitling;
(c) Casting voice artists in consultation with the Client; and
(d) The upload of any Video included in the Work Product to various video sharing websites.
2.3. Subject to clause 2.2(d), any video sharing will be made at the risk of the Client, and the Producer will not guarantee that all of the websites used will accept the Video or the manner in which the Video will be displayed.
2.4. In accordance with clause 2.3, should the Video be uploaded to any video sharing websites, or websites with video sharing capability, the Client understands there is no guarantee any future changes the Client may wish to make to the Video may be implemented, in accordance with the websites’ policies. The Client understands that any video sharing websites, or websites with video sharing capability, may have their own terms and conditions over which the Producer has no control.
2.5. The Fixed Fee shall be protected for the duration of production. The Client will be liable for any further costs incurred should they request any extra services not included within the original Production Brief, or any other services the Client requires after the completion of the Work Product.
2.6. The Client will be required to sign an Agreement, including the details of the Licence, and return it by email or post to the Producer. The signatory to the Agreement confirms that they have the required authority to act on behalf the Client under these terms and conditions. The Agreement will be in effect from the date of the Confirmation of Order.
2.7. The Agreement may include entitlement for the Client to a revision or revisions of the Work Product following the Delivery Date. The Client should inform the Producer of revisions within five Business Days of receiving the Work Product. Should the Client require further revisions to that entitled then the Producer shall have the discretion to charge a fee (Revision Fee).
3. CREATIVE CONTROL
3.1. The parties agree to meet from time to time, as agreed between the parties, to consult in good faith with each other over the editorial content and artistic direction of the Work Product.
3.2. The Client may appoint a representative (Client Representative) who shall have the right on behalf of the Client to accept as satisfactory the story outlines, scripts voices, storyboards, design and music (if and as applicable) of the Work Product and the Client shall be responsible for the cost of any lengthening of the Production Schedule necessitated by the exercise of such right, other than the cost of charges arising from acts or omissions of the Producer. The Client Representative will also be available to provide hands-on assistance during filming or photography.
3.3. The Producer will submit to the Client details of the scripts, voices, storyboards, design and music for the Work Product for review and acceptance by not later than the date agreed between the parties and the Client shall confirm either its acceptance or non-acceptance with reasons in writing within five Business Days after receipt of such details. If the Producer does not receive notice of such acceptance or non-acceptance within that period of five Business Days, the Client will be deemed to have accepted such details.
4.1. The Producer agrees that he shall:
(a) Render the Services to the highest professional standards and in accordance with the Client’s reasonable instructions and requests;
(b) Perform the Services in willing co-operation with the Client via the Client Representative and where requested by the Client its other professional advisors and service providers such as the Client’s PR or advertising agency;
(c) Not without the Client’s written consent, order goods nor incur any liability on the Client’s behalf nor pledge its credit nor hold itself out as being entitled to do so other than as is contemplated and agreed by the parties in advance; and
(d) Be responsible for arranging and supervising the performance of the Services.
4.2. The Client agrees that it shall:
(a) Provide the Producer with reasonable access to its premises at no expense to the Producer inclusive of the cost of space, heat, light and power;
(b) Inform all employees, agents and guests at its premises of the proposed filming, photography or other Services, and obtain relevant release forms duly signed by all such persons;
(c) Provide the Producer facilities of travel and accommodation at the Client’s expense should the Producer be required to travel outside the London Orbital Motorway, also known as the M25 motorway, unless the parties have agreed to other expense arrangements as set out in the Production Brief;
(d) Assume liability for any information, text, graphic, photographic, video or other material supplied by the Client to the Producer for use in the Work Product, in terms of both the accuracy of the material provided, and the rights to include the material in the Work Product;
(e) Assume complete liability for the character and contents of the Work Product produced for the Client including all text, pictures, illustrations, animations, soundtrack, background music, and any other relevant material;
(f) Where necessary and agreed give the Producer access to the Client’s personnel and instruct such personnel to assist and support the Producer wherever possible, to comply with the Producer’s reasonable requests in conducting the Services, and in particular to provide such information as the Producer may request;
(g) Negotiate with the Producer in good faith in respect to any delay to the Delivery Date caused by an event outside the Producer’s own control; and
(h) Provide access to digital information, company graphics and website for use in the Work Product.
5. FEES AND PAYMENT
5.1. Subject to the provisions of these terms and conditions and to the due performance by the Producer of his material obligations under the Agreement, the Client shall as inclusive remuneration and as full and complete consideration for the Services and all rights granted to the Client in the Agreement, pay to the Producer the Fixed Fee payable as follows:
(a) 50% on Confirmation of Order of the Services (Deposit); and
(b) 50% on Delivery Date.
5.2. The Client acknowledges the Deposit will be non-refundable.
5.3. Should the Client require further revisions pursuant to Clause 2.7, then the Revision Fee shall be payable prior to the Producer making the revisions.
5.4. The Fixed Fee shall be exclusive of VAT, which shall be paid to the Producer, in addition, on submission by the Producer of a valid VAT invoice.
5.5. The Client confirms all payments will be made payable to the Producer by either method of:
(a) Bank Transfer; or
5.6. Subject to clause 5.5, all payments whether by Bank Transfer or Cheque will be payable to the accounts detailed on the front of invoices for payment.
5.7. In accordance with clause 5.1, the Client will be invoiced for each separate payment. Payment of the balance is due by the date stated on the front of invoices for payment (Due Date), which will usually be 30 calendar days after the date of the invoice or otherwise as arranged between the Parties. Payment of all outstanding amounts will be required in full before the assignment of a usage Licence or rights transfer to the Client.
5.8. Should any payments not be made, for whatever reason, the Producer reserves the right to postpone production of the Work Product, and any adverse consequences and arrangements for alternative payment will be the responsibility of the Client.
5.9. Subject to clause 5.8 the Producer will be entitled to bring legal action to recover any debts and non-payments in the event the Client has not made payment to the Producer on or before the Due Date for Services rendered.
5.10. The Fixed Fee shall be inclusive of charges of administration, assignment of a production manager, protection and storage of any data and material, including all text, pictures, illustrations, animations, soundtrack, background music, and any other relevant material, for a minimum of two years, and delivery of the Work Product after completion.
5.11. The Producer asserts his right under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) to charge interest at the statutory rate on invoices that are not settled by the Due Date, and to charge statutory fixed costs as permitted by said Act.
5.12. The Client may not withhold any portion of the Fixed Fee in respect of any delay to the Delivery Date caused by non-availability of third parties, acts of war or terrorism, natural phenomena, or the Client’s own errors, omissions, non-availability or failure to meet obligations under the Agreement.