TERMS AND CONDITIONS OF BUSINESS
For the purposes of this agreement the “Client” is the party commissioning the “Production Company" Gold Creative Ltd. For the purposes of this agreement the “Client” shall, where context so admits, include their respective assignees, sub licensees and successors in title. “Media” means all materials furnished by the Production Company whether electronic or physical i.e. Video Files, Hard Drives, DVD’s, CD’s, Designs, Scripts, Storyboards, Digital Stills, Transparencies, Negatives and Prints. “Fees” means Production Company fees as set out in the estimate. “Expenses” means any costs necessary to produce the Media aside from fees. “Estimate” means any document prepared by the Production Company setting out the fees and expenses necessary to produce the shoot. “Usage Licence” is the licence granting the specific reproduction rights to the Video/Photographs/Music/Artists/Models and outlined in the Estimate. “Days” referred to are working days. “Shoot Duration” includes all shoot, travel, casting, recce or other preparation days. “The Shoot” is defined as the number of confirmed days whether the job is undertaken as a whole or in separate parts. “Payment” is defined as cleared funds received by the Production Company.The Production Company will not subsidise shoot costs based on Purchase Orders or Proof of Payment documents.
COPYRIGHT AND OWNERSHIP OF MATERIALS
The entire copyright of the Media including ownership of all the materials is retained by the Production Company at all times throughout the world. On full and final settlement of the agreed fee, the Client will hold ownership of the final edited video materials for use solely as per the terms of the Estimate and the entire Media or Part of cannot be resold to third parties outside of those named on the Estimate. Photography Fees are based on a Usage Licence specified on the Estimate. In the absence of such a licence having been specified in writing by the Client, there is no usage granted whatsoever. Changes to the Usage Licence required must be negotiated with the Production Company.
The Production Company shall be responsible for obtaining clearance in respect of third party copyright works, trademarks, designs, artist release forms, music licenses or other intellectual property required for the shoot. In all other cases the Client shall be responsible for obtaining such clearances and will indemnify the Production Company against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances. i.e CGI’s and Photography supplied by the Client to the Production Company and used within the Video.
Estimates provided by the Production Company at Client’s request are based upon the information provided by the Client in advance of preparing the Estimate. Changes to the requirements for an Assignment during pre-production or during a shoot may increase the Fee and Expenses. Payment for production costs to be paid in advance of the shoot as per the terms within the agreed Estimate. The Production Company operates on standard industry terms which are dependant on the size and duration of the production:
A - 50% Payment as deposit for the Production Company under taking pre-production of the shoot and shoot, the remaining 50% Payment due upon sign off of materials and prior to release of materials.
B - 50% Payment as deposit for the Production Company under taking pre-production of the shoot. 25% Payment due upon agreed date prior to the shoot date, the remaining 25% Payment due upon sign off of materials and prior to release of materials.
Terms of Payment are immediate on invoice. The Production Company can issue PAYPAL invoices including the PAYPAL charges. Failure to make Payments on the agreed dates prior to the shoot date may result in the cancellation and or postponement of the shoot or part thereof. Fees for Cancellation/Postponement of a shoot based on lack of Payment by the Client are set out below. We reserve the right to charge interest per month (or part thereof) in accordance with the Late Payment Legislation.
Where extra Expenses or time incurred by the Production Company as a result of alterations to the original brief by the Client, or otherwise at their request, the Client shall be liable to make Payment on such extra Expenses or Fees at an agreed rate in addition to that which has been originally Estimated.
If the Client is not present during the shoot then the Production Company's interpretation of the brief is deemed acceptable to the Client. Unless stated in writing on the day/s of the shoot, there is no right to reject on the basis of style or composition unless otherwise agreed. The Production Company will endeavour where applicable to provide a shot list, mood imagery or storyboard and agreed delivery formats.
If a confirmed shoot is cancelled, postpones or it is necessary to reshoot for reasons outside of the Production Company’s control (including but not limited to unsuitable weather / light), the following fees plus expenses in all cases are applicable: Cancellation within 1 working days notice = 100% of fees plus expenses incurred. Between 2 and 6 days notice = 75% fees plus expenses incurred. 7 - 14 days notice = 25% fees plus expenses incurred. In the case of an unsuitable weather forecast 5 -7 days before the shoot date the Production Company will endeavour to reschedule the shoot at no cost to the Client where possible.
The Production Company and or Photographer will endeavour to produce approval and final versions of the Media on the dates agreed on the Estimate or schedule. Changes, amendments and or additions to the agreed Estimate/Brief prior, during or post the shoot may require a revised Timeline to be agreed by all parties. The number of Approval versions will be agreed with the Estimate. Approval Video and Photography may be subject to a watermark to distinguish it from final deliveries. Approval Video and Photography will be supplied via private links or digital transfers. The client has a duration of 10 working days from receipt of each set of Approval materials to make comments and amendments in writing. In the case that each of the Approval Videos are viewed in excess of 50 times the Production Company will assume that the work is in the public domain and issue a final Payment invoice. If the Client exceeds the post-production schedule by 3 months the Production Company will issue a final Payment invoice.
RIGHT TO CREDIT
The Production Company and or Photographer must be credited on all editorial issues and in other cases that are outside of the Client’s agreed usage, such as third party websites, trade and commercial publications.
Production Company's liability in any case is limited to professional fees, which have been agreed. Production Company shall not be liable to Client for any loss of profit, loss of contracts, loss of business or revenues, loss of production or for any indirect, special or consequential loss damage, costs, expenses or other claims which arise out of or in connection with the Shoot.
Booking of all third party suppliers are subject to such terms and conditions as these parties may impose available on request. Model fees estimated cover modelling time and usage as agreed on the Estimate. The Production Company takes no liability for model, artist fees and music licenses incurred due to additional usage of images above and beyond the usage stated in the final Invoice. It is the Client’s responsibility to contact the models/model agents directly unless otherwise agreed.
It shall be sole responsibility of the Client to arrange for the Production Company plus any third party involved to enter into any confidentiality agreement. The Production Company will supply NDA’s upon request for it’s own crew but cannot be held liable for any breach of confidentiality by any third party such as models.
This agreement shall be governed by the laws of England and Wales and are subject to exclusive jurisdiction of the English Courts, to whom all parties submit.
These Terms and Conditions shall not be varied except by agreement in writing.