Welcome to Studio Digital HQ. Thanks for considering me as your video supplier. I’ve created this document to help you understand my service and how I’m able to put your story in motion.
PLEASE NOTE: This is my standard Terms Of Service, please contact me if you would like to discuss an alternative agreements to these terms in order to satisfy the needs of your project or organisation’s own requirements.
Studio Digital HQ/ James Cunliffe (“SD”).
The Client (TC): The individual, business or organisation which agrees to work with SD on a project/ production.
Contract: A written agreement between SD and TC in the form of a brief or purchase order.
Third Party: Any company, organisation or person not affiliated with or controlled by SD or the client.
DESCRIPTION OF SERVICES.
- Contact: The two parties will communicate with each other in one of the following ways.
- TC will deliver a brief or request a quote for a service from SD.
- SD will deliver a proposal or quote to TC.
- Brief, Assessment & Contract: SD will have assessed the work required and outlined the estimated costs and any potential extras on the initial scope of the project. A contract will then be drawn up and delivered to TC.
- Pre Production: Once the contract is signed, SD will liaise with the client regarding shoot locations/ time of arrival. Equipment will be prepared. SD will offer guidance (on request) in regards to the setup of the shoot day/ days.
- Production: SD will arrive with the equipment to capture video for the requested amount of days.
- Additional shoot days can be requested as an extra, fees will apply.
- Post Production: SD will make an assessment of how many days the project is likely to take in the edit prior to the formation of a contract.
- Delivery: TC will be able to request 2 rounds of revisions included in the price of the project.
- Additional revisions can be requested as an extra, fees will apply.
- The final video/ videos will be exported to the clients format of choice.
- TC will receive a content release form allowing the use of the delivered media.
PERFORMANCE OF SERVICES.
- SD will provide adequate coverage for TC’s chosen shoot day /days and produce the highest quality digital video.
- SD will deliver the professionally produced videos in a timely manner.
- SD will capture and master the images in digital format, complete with state of the art video editing capability.
- SD will have the video/ videos outputted in the format of TC‘s choice.
- TC agrees to pay SD in consideration of the video production services to be rendered by SD.
- TC agrees to pay a non-refundable deposit at a cost of 50% of the total project fee prior to the Production phase of the project.
- TC can request up to 2 rounds of revisions prior to final purchase of video/ videos. Additional revisions can be requested as an extra, fees will apply.
- Should TC request SD to create additional assets, a compilation or other material from the footage (including additional videos), the fees for this service will be provided to TC at that time by SD.
- If a project requires additional content, this is, in effect, a contract change. An amendment will be made to the original contract and, once approved, becomes contractually binding. E-mail correspondence will be sufficient to prove changes to agreements for the form and content of programmes.
- Once SD delivers the final video, any remaining fees will be paid in full within 30 days.
- At the time of signing the Contract, TC shall pay a non-refundable deposit of 50% of the full cost of the project to SD for the services.
- The deposit must be paid prior to the Production phase of the project.
- The deposit will be subtracted from the total payment owed by TC upon completion of the services.
PUBLISHING AND IMAGE RIGHTS.
- Any copyrightable works, ideas, discoveries, products, or other information (collectively, the “Work Product”) developed in whole or in part by SD in connection with the services will be the exclusive property of SD.
- Upon request, SD will execute alI documents necessary to confirm or perfect the exclusive ownership of SD to the Work Product.
- SD grants TC unlimited use rights for reproduction and display in any medium format, including, but not limited to audio, video, imagery and prints.
- TC has the right to use the media content produced by SD for their promotional purposes and use on social media, websites, online shops, web advertisements, online commercials and offline use such as brochures, flyers, menus, apps, posters, fold ups or to display on TVs, canvas and other media to display.
- TC is prohibited to display produced contents in broadcasting media such as TV, Radio or Cinema without further permission and licensing by SD.
- TC is also prohibited to either alter (make further edits) or sell the produced content without further permission or licensing.
- SD cannot be held liable for loss or damage caused as a result of third party action or failure.
- SD retain the right to use any content of the project or video (in part or in full) in perpetuity and in any medium for the purpose of SD promotional use, unless otherwise agreed in writing with the client.
- A project deadline will be for both parties to work towards.
- Both TC & SD will work promptly to get the project completed.
- Any contract requiring SD to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with SD as necessary.
- Once a first draft of the video is sent to TC, TC must deliver revisions within 30 days. If revisions aren’t recieved in the stated timeframe SD will be allowed to close the project and invoice for full payment.
- All deposit fees are non-refundable.
- TC may terminate the contract if SD fails to attend an agreed upon shoot day.
- Prior to the Production phase of the project, a minimum of 3 days notice will be required for cancellation of the Contract.
- Any cancellation made with less than 3 days prior to the Production phase will result in a £100 compensation fee.
- A cancellation by TC during the Post Production phase will incur a 80% fee of the total project.
- Upon cancellation TC will need permission from SD if they wish to use any of the content already supplied.
- If the cancellation is initiated by SD, all monies paid to SD from TC shall be fully refunded, including the deposit. Refund shall be paid out at month’s end.
SCOPE CREEP PROTECTION.
- If TC requires SD to produce additional videos, videos in a different style from the original brief, new assets or additional time or resources required in the edit, the proper fees will be applied as extras.
- After the requirements of the initial brief have been met. Full payment is required before any additional work can begin.
- New work as a continuation of a project follows the same rules/ process as a new project and fees will be agreed upon by both TC and SD before continuing.
- If TC requires additional shoot days, production staff/ crew members, videos, asset creation, music sourced, subtitles, revisions, graphic design elements, motion graphics not disclosed in the initial brief. Extra fees will be applied.
- Rushes (all filmed footage) are not supplied to TC as standard. Rushes/video files can be supplied as an extra, fees will apply.
ACT OF GOD CLAUSE.
- If SD attend a shoot day which is cancelled upon arrival. TC will be billed for half a shoot day. TC and SD will then organise to reshoot on a separate day with the relevant fee applied.
- Any copyrightable works, ideas, discoveries, products or other information supplied by TC to be used in the video/ videos must have the proper license/ permissions. TC must acquire those permissions and inform SD.
- SD will not be held liable if TC supplies assets to be used in the video which breach copyright law.
- SD will always offer to source legal assets such as properly licensed music, stock images and stock video at an additional fee.
RELATIONSHIP OF PARTIES.
- It is understood by the parties that SD is an independent contractor with respect to TC, and not an employee of TC.
- SD, and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, use for the personal benefit of SD, or divulge, disclose, or communicate in any manner, any information that is proprietary to TC.
- SD and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of the contract.
- The video production schedule and selected methodology are designed to accomplish the goals and wishes of TC.
- TC and SD agree that positive cooperation, clear communication and punctuality are therefore essential.
- SD shall provide its services and meet its obligations under the contract provided in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in SD‘s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to SD on similar projects.
- The occurrence of any of the following shall constitute a material default under the contract:
- The failure to make a required payment when due.
- The insolvency or bankruptcy of either party.
- The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the services in the time and manner provided for in the contract.
- In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the contract by providing written notice to the defaulting party.
- This notice shall describe with sufficient detail the nature of the default.
- The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s).
- Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this contract.
- Any controversies or disputes arising out of or relating to this contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Arbitration Act of UK (England & Wales).
- The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract.
- In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in tum shall select a third arbitrator, all three of whom shall preside jointly over the matter.
- The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
- All documents, materials, and information in the possession of each party that arc in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.
- The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages.
- The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration.
- The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgement may be entered in conformity with the decision in any court having jurisdiction.
- The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law.
- During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
- If any provision of this contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
- lf a court finds that any provision of this contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- The contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
- The contract shall be governed by the laws of the UK (England & Wales)
- Any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT.
- The failure of either party to enforce any provision of this contract shall not be construed as a waiver of limitation of that party‘s right to subsequently enforce and compel strict compliance with every provision of this contract.
- Neither party may assign or transfer this contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.