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Terms and Conditions for Video and Multimedia Production Services
'Company', 'We', 'The Supplier' means Radiquip Media Services Ltd.
'Client' ,'You' , means the person, firm, company or organisation so named on the Order who has agreed to contract the Company in accordance with these Conditions.
'Contract' means a contract for the provision of services as detailed in the specification or order.
'Specification' means any document provided to the Client detailing the agreed particulars or standard and type of service to be provided or any agreed particulars on the order form.
'Order Form', means the document which details the particulars of the order.
'Input Materials' means documents, photographs, graphics, electronic files or video footage provided to the Company by the Client in order to provide the service.
'Writing' includes facsimile transmission and other electronic means of communication.
'Filming Schedule' means any agreement between the Client and the Company detailing the times and dates where the Company is required to film.
Placement of Order
An order will be deemed to be accepted by the Company upon signature of the Client on the order form, or on receipt of written confirmation by fax, email or letter from the Client instructing the Company to proceed, at which time the Client agrees to accept the Terms and Conditions as detailed herein and enter the contract.
The Company will not commence work on the services until such time as the Company has received a written confirmation of the order from the Client and that the order has been accepted by the Company.
The Client must provide clear instructions in relation to the production of any film product. This may be in the form of a specification or order form provided by the Company and agreed by the Client, or other written instructions from the Client. The brief must be agreed in writing before any work on the film begins.
Changes to the brief must be notified in writing and agreed by both the Client and Company.
Changes may incur additional cost which will be informed at the time and acceptance of the modified brief by the Client will be regarded as the Client's acceptance to pay any such additional costs.
The Client will supply the Company with any information or materials as requested by the Company or as detailed in the specification or order form in order for the Company to produce the video product.
All input materials must be received by the date / time requested and be of a suitable size and format as specified by the Company. The Company reserves the right to refuse to accept such submissions if they fail to meet the requirements and to make additional charges in the event of needing to modify or enhance submitted material to meet the required standards.
The Client undertakes that all material submitted to the Company is accurate and the Company accepts no responsibility for errors in such material.
The Company reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libelous, defamatory or illegal.
The Client agrees to ensure that all contributors (interviewees, guests etc) required for the film are present and available at the times and dates specified in the filming schedule or as agreed with the Company.
When filming on location, the Client agrees to make arrangements to ensure that the Company has adequate time at the location to capture the necessary video footage and to properly assemble and operate equipment. Where necessary, the Client is required to obtain permission for the Company to film on location and to provide, at the Client's cost, a suitable room or venue for the filming to take place.
The Client agrees to ensure that the venue is suitable for filming in accordance with the Company's requirements in terms of size, light and acoustics, and the Company reserves the right to refuse to film at a location in the event of the premises not meeting the requirements, in which case the Client will become responsible for finding an alternative venue.
The Client accepts that the non availability of contributors, venues or filming permission, howsoever caused, will result in rescheduling or relocation and agrees to pay any reasonable costs incurred by the Company as a result, including, but not limited to: overnight accommodation, meals and refreshments, extended working hours, transport and additional venue costs.
Timescales / Schedules
The Company will make every effort to complete delivery of video products within the agreed timescales, however time will not be of the essence unless specifically agreed in writing. Where the Company is required to work to specific deadlines as detailed within a written agreement the Company cannot be held responsible for failing to meet a deadline in the event of the Client not meeting any of its obligations as detailed within these conditions.
The Company agrees to make contact with the Client prior to any video filming or production to agree the content, dialogue, locations and scheduling.
The Company will not be liable or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of The Company's obligations if the delay or failure was due to any cause beyond the Company's reasonable control.
The Company will accept no liability for any delay or failure to meet any deadline.
Approval and Delivery
The Company agrees to provide the Client with a production proof on completion of the editing process or, if deemed appropriate by the Company, at selected stages of the production process.
Low quality production proofs can be viewed on the Company's secure online proofing area, at the Company's office, or if requested by DVD / electronic media.
On final approval of the proof by the Client, the Client authorises the Company to release the film and to commence production of the final video in the formats detailed on the order. Approval must be received in writing, or be authorised via the Company's online proofing and approval process. In the event of the Client requesting considerable changes to the film which, in the opinion of the Company, constitute significant additional production time and / or significant differences from the brief, the Company will, at its sole discretion, be entitled to charge additional fees and agrees to provide the Client with a quotation for the work at that time.
For time sensitive orders, the Company will provide the Client with a date and time as to when final approval is required.
The Client agrees that in the event of approval being received after this time, for any reason, the Company makes no guarantee that the product will be available by the specified date and that the Company will not be deemed to be in breach of contract. In the event of the Client requesting changes after approval, the Client accepts that the Company may no longer be able to meet any agreed deadline for delivery of the product and that the Company will not be deemed to be in breach of contract by not providing the finished product by the specified date.
Once approved, any changes to the film, no matter how minor, as requested by the Client will incur additional cost. The Client will be notified of such additional costs at the time and by authorising the changes the Client agrees to become liable for these costs.
Delivery / Duplication
The Company agrees to provide one master copy of the final video production to the Client in each of the formats detailed in the order. Additional copies will be chargeable as per the Company's published rates.
Once the final product has been delivered to the Client, the Company will hold the final video products, input files, component videos, and video production files for a period of 6 months after which time they will be deleted. During this time the Company will accept no responsibility for the integrity of these files and will not be held responsible in the event of data loss due to circumstances beyond its reasonable control.
Where the order includes mass duplication, sleeve or cd printing, the Client agrees to approve any artwork in good time and the Company will not be held responsible in the event of any delay caused by obtaining artwork approval. Any claims must be made in writing to the Company within 7 days of receipt of goods. If no claim is made within this period the Client is deemed to have accepted the goods.
The Client is responsible for all expenses incurred by the Company in the delivery of the service during all stages of production including, but not limited to: transport, food, accommodation, equipment hire, communication costs and media.
The Company will indicate at the time of quotation / order, as far as reasonably practical, any expenses which are likely to be incurred by the Company in fulfilling the contract, however it is to be accepted by the Client that additional expenses may be incurred in the event of unexpected events including, but not limited to, non-availability of interviewees or presenters, poor weather, travel difficulties, equipment failure and other factors outside the control of the Company.
The Company reserves the right to make additional charges which, in its sole discretion, are required in the event of the Company not being able to undertake the work as a result of the Client not being able to fulfil part of its obligations under the contract.
Unless otherwise agreed in writing, for non account holders, a payment of 35% of the total order cost is required with the order. A further payment of the remaining 65% is payable on completion of the project.
The finished video product will not be released to the Client unless full and final payment has been made at which time ownership will pass to the Client. For account holders, unless otherwise agreed in writing, payment will become due not later than 30 days after the Clients approval of the final product.
Ownership of the product will only pass to the Client once full payment has been made. For larger film projects the Company reserves the right to request an initial non refundable payment and may request interim scheduled payments where filming is likely to take place over a long period of time, typically more than 1 month. This will be agreed at the time of the order.
Late payments may incur interest charged at 8% above the prevailing Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act of 1998 and subsequent amendments.
On delivery of the final product copyright will be transferred to the Client, yet the Company will retain the right to use all footage including the finished product in part or full for its own promotional purposes. This may exclude any third party material (e.g. Music).
The Client warrants to the supplier that it has: i) the right to publish the contents of the video, ii) the video content will not contravene any law, regulation, code of conduct nor infringe any rights including broadcast, copy or those of a third party, and iii) the video content will comply with current censorship, advertising and broadcasting codes of conduct.
The Client grants the supplier a worldwide non-exclusive fully-paid licence to use, reproduce and display the video, including content, trademarks and brand features contained in the video. The Company will advise on the costs associated with inclusion of pre-recorded music in the video production however, unless otherwise agreed in writing, the Client agrees to obtain all necessary rights to copy, use and publish any music content of the video and agrees to obtain and purchase all necessary licences for the Company to use, copy and publish such content.
The Client agrees to indemnify the supplier against any claims arising from copyright breech in the production and distribution of copyrighted material used in the film.
The Client warrants that the use of the video production by the Client or Company will not infringe the copyright or other rights of any third party.
The Company makes no assurances that any music used in the film production process is free from copyright restrictions, and unless otherwise agreed, the Client agrees to ensure that any such music is licensed at the cost of the Client for the intended use.
The Client grants to the Company a non-exclusive licence to use any input materials and warrants that their use by the Company for such purpose will not infringe copyright or confidentiality agreements.
Where copyright material is used, the Client warrants that the final product will only be used in the manner in which it has been licensed and that the Client will responsible for obtaining the applicable licence(s) for any additional use.
A Client may terminate the contract by serving written notice to the Company and in doing so the Client will remain liable to pay in full for all work undertaken and/or in progress by the Company at the date of termination or for which the Company has incurred financial commitments that cannot be cancelled.
The Company may, without any liability to the Client, terminate this agreement forthwith at any time by giving fourteen working days written notice to the Client.
The Company reserves the right to terminate the contract by written notice if the Client fails to make punctual payment of any sums due or to observe any obligations under the contract. In the event of the Client becoming bankrupt, entering into liquidation, making a voluntary arrangement with the Client creditors, or appointing a receiver or administrator, the Company reserves the right to terminate the contract forthwith.
All materials provided by the Client shall remain the property of the Client and remain at the Client's risk. The supplier does not accept liability for any damage or loss whilst in its custody or transit. The property and any copyright or other intellectual property rights in any input materials will belong to the Client.
The Company cannot be held liable to any party for any errors on any medium after the Client has agreed in writing that the content is correct and accurate and should be posted, published or broadcast.
The Company will not be liable for any loss, damages or injuries caused whilst present at the Client's premises, or whilst working on location, and in all cases the Client agrees to indemnify the Company in respect of any resultant claim. The Client indemnifies the supplier against all expenses, damages and losses of any kind incurred by the supplier in connection with any claim arising from the video. If the supplier fails to produce the video in accordance with the terms of this agreement the sole liability of the supplier to the Client shall be limited to either a refund of the fee or production of the video at a later time.
The Company will have no liability for any loss, damage, costs, expenses or other claims arising from any input materials or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, in the wrong form, or arising from their late or non-arrival, or any other fault of the Client. Except in respect of death or personal injury caused by the Company's negligence, or liability for defective products under the Consumer Protection Act 1987, or as expressly provided in these terms and conditions, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the services or their use by the Client, and the entire liability of the Company under or in connection with the contract will not exceed the amount of the Company's charges for the provision of the services, except as expressly provided in these terms and conditions.
The supplier excludes all warranties as to the quality, accuracy or performance for the particular purpose of any web site which may be utilised to host the video.
The Company will not be liable for any damages arising as a result of the use of any web site. The Company shall not be liable for any loss in connection with the video including technical malfunction, computer error, defect in software, loss of data or other damage or disruption to videos.
The Company shall not be liable for any breach of this agreement due to any cause beyond its reasonable control.
Any confidential or proprietary information, materials or documents which are acquired by either party from the other will not be used or disclosed to any person or entity, except when required to do so by law or with the agreement of the other but the foregoing will not apply to any information, materials or documents which are public knowledge at the time they are acquired by either party, and will cease to apply if at any future time they become public knowledge through no fault of the other party.
All communications about the contract must be in writing and delivered by hand or sent by pre-paid first class post, fax or e-mail to the address or e-mail address of the other party notified by it. Notice will be deemed received when delivered or 2 days after posting or at the time of fax transmission or 24 hours after the e-mail is sent.
The Company shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract.
During the continuance of such a contingency the Client may, by written notice to The Company, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available
Legal / Governing Law
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. This order, agreement, contract, terms and conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
TC's Video & Multimedia/Version 1/Updated October 2009