Terms and Conditions

Terms and Conditions

The following Terms & Conditions shall apply to all quotations when accepted.

Definitions

‘Client’ means the company to whom this quotation is addressed.

‘Cogs Contract’ refers to a flexible services contract which uses a prepaid bank of time paid for in equal monthly instalments over an agreed contractual period.

‘Contract’ means the provision of Services required from the Service Provider and purchased by the Client via the Service Provider for the fees agreed in this quotation subject to these Terms and Conditions.

‘Customer Service Portal’ or the abbreviation ‘CSP’ means an online customer project and service request system that the Service Provider operates to manage and audit all Services delivery using the Basecamp web and mobile application, which shall be provided at no extra cost to the Client.

‘Fees’ means all charges stated in the attached quotation or electronic order from any  ‘TVNF’ website.

‘Managed Services’ means any work or contract paid for overtime with entitlement to a set range of services that can be deployed or called off during the lifetime of the Managed Service Contract.

‘Total Contract Value’ means the total cost of all services charged after discount, excluding VAT and expenses.

‘Rate Card’ means the current rate for the Service Provider’s Services to this Agreement for UK based production and support services which are used in the quotation provided.

‘Service Provider’ means the provider of Services which is ‘The Video News Factory Ltd  ‘TVNF’ company number 07321906, registered office and Head Office: 51 Burners Lane South, Kiln Farm, Milton Keynes, MK11 3HA.

‘Services’ means any work defined in the agreed scope of this Contract such as graphic design, video production, animation, marketing campaign planning, web and social media systems design, consultancy, data planning, data buying, procuring of selling advertising presence or pay-per-click, public relations, project management, graphic design, copywriting, videography, audio recording, electronic distribution, technical consultancy, events production or other similar services comprised in the Contract.

1. General

1.1       Once an official quotation or proposal is accepted the Client is bound by the following Contractual terms and conditions together with any required amendments agreed by both parties in writing and shall not be amended unless agreed using a change request lodged on the auditable CSP or in writing signed by an authorised signatory of both parties.

1.2       No waiver of any provision of the Contract by either party shall be effective unless made in writing. Any waiver made by such party of any term or condition of the Contract shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.

1.3       For contractual purposes electronic means of communication are deemed to comply with any legal requirement that such amendments are in writing.

1.4 This contract is binding on the Client and the Service Provider and any respective successors and assigns.

2. Warranties

The Service Provider makes no warranties, guarantees, promises or representations, express, implied, oral, written or otherwise, except as expressly set forth in this Contract as to the results of any campaign. Any payments due hereunder, shall be due and payable to the Service Provider as indicated in these Terms and Conditions, and provided reasonable care has been taken to sign-off each stage of production any non-payment unless due to an actual fault in the deliverables that the Client proves causes dissatisfaction, shall be deemed a Breach under the terms of this Contract and shall be subject to the default provisions as defined in the procedure below. In such cases the Service provider shall be given a reasonable opportunity to fix any such issue without extra charge to the Client.

3. Fees

Our Fees are stated in Schedule 1. Subject to the Client adhering to these Terms and Conditions the Service Provider commits to protecting Fees agreed and stated in all signed schedules under this Contract until the work specified is complete. Any discounts provided are absolutely conditional on timely payment to the agreed terms or payment schedule.

Unless otherwise agreed, TVNF reserves the right with 30 days notice to the Client to update the Rate Card. Non-UK based services will be charged at applicable rates and priced on application as required.

4. Cancellation

The Contract shall be for an initial period of up to no more than 12 months from the commencement date unless otherwise stated in our quotation or proposal or for short engagements when all contracted deliverables are signed off and accepted with payment made:

5. Additional Service Requests
Other services listed on the Rate Card, can be added as an extension to the Contract using formal electronic approval by email or the CSP.

6. Overtime and Out of Normal Hours
The Services in this Contract are to be provided during normal office hours which are Monday to Friday 9.00am to 5.30pm. If in order to provide the Services under this Contract to a specific deadline which can only be met by working extended hours or weekends or Bank Holidays the Service Provider may apply a surcharge of up to 25% of the applicable Rate Card or equivalent Production Cogs at that time. Any such overtime work will be agreed prior to commencement by the Client.

7. Payment & Discounts
7.1      Fees as stated in shall be paid by the Client on submission of a valid invoice from the Service Provider. For all digital media and video production a single set of edits shall be provided to the Client to finalise and accept.

7.2      If there are errors deemed to have originated in the content or instructions provided by the Client to the Service Provider or if the Client asks for further edits after the video has been finalised then the Service Provider has the right to charge for additional post-production work at the prevailing hourly rate. For each video or piece of digital media the Client will be given a reasonable time frame which shall depend on specific agreed deadlines in a written schedule or project plan contained as part of the attached quotation such that from date of receipt of draft content they will have right to request one set of changes and then complete acceptance, after this agreed period of time the Service Provider shall have the automatic right to class the project as accepted and completed.

7.3 The Service Provider offers the following discretionary discount based on TCV exclusing VAT and expenses.

Contract value of £2,000 or more shall warrant 5% discount.

Contract value of £3,500 or more shall warrant 10% discount.

Contract value of £4,500 or more shall warrant 15% discount.

Contract value of £5,500,000 or more shall warrant 20% discount.

The Service Provider will at their discretion take a global view of individual contracts placed in any 12 month period in consideration of awarding such discounts.

7.4      Payments must be made according to the terms in this Contract and attached quotation by internet banking either by direct debit on the due date by bank transfer. The Service Provider does not accept cheques.

7.5      If any subsequent fees are incurred by the Service Provider for any payment service the Client decides to use then TVNF will pass these charges onto to the client.

8. Deposit Payments
8.1         For all short term 90 day and pilot or trial managed service contract payment is required quarterly in advance.

8.2         As regards any bespoke project a deposit of 50% is required for all individual project and service contracts under a total contract value (TCV) of £2,000 in value.

8.4         For events and live streaming projects with a TCV of over £1,000 a 50% deposit is required.

8.5         For projects and services with a TCV of between £2,000 and £10,000 a 50% deposit is required.

8.6         For larger contracts with a TCV of over £10,000 in value installment plan or milestone payment agreement will apply for each stage of completion.

8.7         For all Managed Services, advanced payment will be required as defined in the service offering and will be either monthly, quarterly or annually.

9. Acceptance
The Client shall have (21) twenty-one days from the date of receipt of the Service Provider’s invoice to dispute any amount due. In the event that the Service Provider does not receive written notification of a disputed invoice, with rationale and support therefore specifically set forth therein, within the above time, the invoice will be deemed valid and payable and may not thereafter be disputed.

10. Penalties for Non-Payment
10.1 Non-payment outside of 30 days of due date (unless caused by disputed invoices wil be addressed as per the procedure above) to the Service Provider, by the date due as established in this Contract, shall be deemed a late payment breach of this Contract.

10.2 All discounts are conditional on timely payment within standard terms and will be voided in the event of non-payment and backdated surcharge shall be made to compensate the Service Provider for failure to honour the contractual and benefit from the discounts offered and which will be calculated from the point of failed payment and added to the debt owed.

10.3 Late Payment penalty charges shall be applied on top of the interest charged. The amount of Penalty Charges will vary based on the value of the total amount of Late Payment debt owed:

Up to £999.99 the penaly shall be £40
£1,000 to £9,999.99 the penalty shal be £70
£10,000+ the penalty shall be £100

10.4 Any persistent Late Payor shall be pursued via Debt Collection Agencies and/or through the Small Claims Court and/or through High Court Enforcement in the event that the outstanding balance does not exceed (£3,000) three thousand. The Client shall be responsible for any and all costs and expenses, including legal fees and recoverable Court costs incurred by the Service Provider in conjunction with the collection of any monies due hereunder. All unpaid amounts due hereunder shall bear interest at the rate of (8%) above the Bank of England base rate accruing daily from date of default of payment, or the maximum amount allowed by Law as specified in the Late Payment of Commercial Debts (Interest) Act of 1998, modified by the Late Payment of Commercial Debt Regulations (2013).

11. Client Conduct
11.1     The Client will provide a main point of contact empowered to authorise use of content and scripts and has the obligation to provide accurate information and support for all the input needed by dates that will be published by mutual agreement on the CSP. The Client understands that the use of the CSP is a mandatory and essential part of this Contract in order to maintain optimal efficiency, audit and minimise risk from missed or incorrect communications and email or text will not be accepted, if the Client, insists on not using or asking the Service Provider to administer the CSP on their behalf then all fees will be subject to a 10% (ten percent) surcharge to cover their increased overheads and risk management. The main Client point of contact should acknowledge and respond to requests for information or decisions within eight (8) workings hours and endeavor to keep the Service Provider aware of any delays in decisions or provision of materials needed for the production of content for this Contract. The main Contact should appoint an alternate contact to be available in case or sickness, leave of absence so that Service delivery and project schedules are not impacted nor delayed.

11.2 The Client should also inform the Service Provider or any other stakeholders or reviewers that need access to the CSP and work with the Service Provider to ensure they are inducted, trained properly and if required, have downloaded the correct up to date Apps for their devices. 11.2 Where the Client engages with Third Parties to help create or to present content or give any input required to fulfill this Contract, e.g. Copywriters, Public Relations and Media Agents and they fail to deliver the content needed in time for agreed production schedules on the CSP then the Client will be liable for any additional costs and expenses to reschedule production. For sake of clarity, the Client is responsible for the approval of the use of all Third-party contributions and the accuracy of information as regards all content for their videos and digital PR, together with clear direction on any special pronunciation. Once content is authorised by the Client on the CSP and accepted for production the Client will be liable for any costs to make corrections or the reshoot and edit.

11.3     Where the Client requests an on-location film production, then they shall be responsible for ensuring the venue or site conforms to UK/EU regulatory standards for health and safety, space, lighting, and power. If the Contract is for live-streaming then unless agreed otherwise the client will supply at no extra costs an interface to support electronic communications needed to connect the Service Provider’s internet broadcasts to secure high-speed internet connection for live streaming. The Client must also check that permission has been granted by the venue owners or facility managers for filming. If the Service Provider is unable to start or complete filming due to a poor-quality environment or unforeseen legal issues due to lack of permission to film people or locations, then the Service Provider shall still be entitled to bill for their time together with expenses.

11.4     The Client will be responsible for notifying the Service Provider directly of any change request/s via email or the CSP and the Service Provider shall have the right to impact assess, if necessary stop work in order to mitigate risks of work not being fit for new requirements, then only when the Client approves the quote and revised delivery schedule shall they be required to continue work.

11.5     The Client agrees not to directly approach or instruct any intermediary or agent to solicit the Service Providers staff, contractors or partners, to induce or facilitate their working for the Client, agent or with any competitor organization and in any event, accepts to be liable for any consequential loss incurred resulting from any such approach.

12. Expenses

12.1       Unless agreed and specified in the Contract, the Fees payable by the Client to the Service Provider under this Contract shall not be deemed to include payment to cover the cost of all the Service Provider’s disbursements, including sound recording, videoing, editing, payment of actors and sourcing royalty free stock footage, out of pocket expenses.

12.2       Note that expenses will not be charged for journeys within a radius of ten (10) miles from the Service Provider’s head office in Milton Keynes or closest base of operation. The current rate is 45p per mile.

12.3      Any other chargeable expenses will require prior written approval by the Client and be billed separately such as:

12.3.1       Extra travel, overnight accommodation, and subsistence.

12.3.2       Royalty payments for stock images.

12.3.3       Any room or studio hire for all filming of events and on-location scenes.

12.3.4     Outside of any specified content to be provided by the Service Provider where the Client chooses to provide their own content they will indemnify the Service Provider from any claims for license fees or Royalty payments.

Note that to comply with UK Inland Revenue regulations all expenses shall require to have VAT added.

13. Content and Creative Approval
13.1     The Service Provider will deal directly with the Clients main point of contact who will be consulted on the content and direction of the production and kept informed of content via the CSP and have primary editorial control. The Client will grant freedom to the Service Provider to make minor adjustments to help improve quality and readability of both video and other digital content.  The Client understands that with Social Media it will not be possible to vet every comment made on their behalf but they can issue the Service Provider with editorial guidelines and if they see any content they object to the Service Provider will amend or remove such Content within four (4) hours of notification. In the event of any dispute over editorial content leading to a delay in project delivery, the Client will indemnify the Service Provider for any additional Fees or expense required to assist in resolving content-related disputes.

13.2     Unless the Service Provider is specifically commissioned or requested to author content, the Client is responsible for sending pre-approved content and creative material. Where the Service Provider is involved in subsequent editing and reviews the Client will give final authorization to content. Failure of Client to adhere to mutually agreed project deadlines as published on the CSP may lead to delays to the delivery date or cancellation and the right to charge extra Fees to reschedule the project.

14. Performance & Delivery
The Service Provider shall use all reasonable endeavours to perform and complete the Services in an expeditious and timely manner according to agreed milestones. The Service Provider shall be fully liable for any and all subcontractors used in the performance of the services. The Service Provider shall at the Client’s reasonable request, discuss progress, to schedule and methods of performance of the Services. In the event that any one of the Required Personnel or Sub-Contractors has to be replaced the Service Provider shall, as soon as reasonably practicable, replace the Required Personnel with a person equally qualified with similar experience. The Service Provider’s personnel (including sub-contractors) shall remain at all times the responsibility of the Service Provider.  The Service Provider shall also be responsible for all payments made to sub-contractors performing duties to complete the schedule within this Contract.

15. Cancellation Rights

Where there has a been a material breach by the Service Provider or failure to deliver a contract and where having been given fair notification and opportunity to remedy they are unable to remedy, compensate or adjust the scope of the contract to achieve acceptance of dleiverables the Client shall have the right to terminate contracts under the following conditions::

Fixed Term Contracts: Fixed term contracts, such as a Cogs Contract, shall run for the agreed full duration and may be cancelled after a 90 day trial period with 28 days notice, a final account of actual hours used will be provided and discount level adjusted to match actual volume of work delivered. A £250+VAT administration charge is applied to all such early terminations of fixed term contracts.

General ‘One-off’ Non Fixed Term Contracts:  For individual ‘one-off’ projects, once contractual commitment is confirmed  the Client shall be able to cancel such contracts with 28 days notice.

Furthermore more such contract whether ‘fixed term’ or ‘one-off’ may also be terminated by mutual agreement.

15. Data Privacy & Confidentiality
15.1 The Client agrees not to divulge without written permission any access to systems, documents, proprietary processes and templates developed by the Service Provider. Each of the parties hereto shall hold in confidence and shall not, and shall procure that its Employees, Agents, Partners, Subcontractors, and Group companies shall not, except with the written consent of the other parties (such consent not to be unreasonably withheld) or if required by law, divulge to any third party any financial or other information in respect of the Company or the Business or the Shareholders (in the case of the Company) or the other Shareholder (in the case of either Shareholder) or any matter subject to or in connection with this Contract or use any such information other than for the purposes anticipated by this Contract and the provisions of this Confidentiality Clause shall remain in full force and effect notwithstanding termination of this Contract but shall cease to apply to information which may properly come into the public domain through no fault of the party so restricted.

15.2 The Service Provider undertakes to safeguard all Client confidential data and will retain the information related to contact, contracts and delivery once a contract is completed for a period of no more than 4 years from date of contract completion in order to have record for any HMRC enquiries.

16. Copyright

16.1     The Client warrants that, to the best of their knowledge that all content provided for production or publication will not violate any third parties’ Patent, Trademark, Copyright or Intellectual Property, that the Client has the permission of third parties that it is acting on behalf to use their copyrighted material and Trademarks and that no such claims by third parties or the possibility of such a claim has been brought to the Client’s attention. Accordingly, any claim made or action filed for misrepresentation, content, patent, trademark, service mark, or other copyright infringements arising out of the services or products provided at the Client’s request, the Client or their representatives, shall defend and hold harmless the Service Provider for any liabilities and damages suffered by any suitor or the Service Provider as a result of any claim or action. Additional to this:

16.2     The Service Provider is deemed as the producer of video productions and automatically owns Copyright of newly created filmed content or animated design productions, whilst any Copyrighted material provided to the Service Provider is used with full permission of the Client. For clarity, the Service Provider shall at the point of acceptance and full payment then provide free use of Copyright license for all to the Client for use in any marketing, customer service, and promotional activity.

16.3     Under the terms of use the Client does not have the right to sell, lend or authorize use of Copyrighted production to any Third-party without the Service Providers written permission and the Service Provider reserves the right to charge any such Third-party for usage rights for its work and they may be required to pay for additional license fees for music and stock imagery.

16.4     For certain types of work such permission granted to the Service Provider and their Client may be subject to payment of the appropriate music license fees or fees for stock images and video which must be paid in full via the Service Provider or directly to the Copyright owner prior to distribution and such Copyrighted material may not be reproduced, uploaded or copied in any way until full payment for the order has been made and permission granted.

16.5     The Client warrants that all information supplied for the video is a true and honest representation of the business and any comments from employees featured in the video are not: obscene, threatening, menacing, offensive, defamatory, abusive, in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright) or otherwise in breach of or in violation of any applicable law or regulation or code.

16.6     The Service Provider will deal directly with the Client who will be consulted on the Copyright, the Service Provider will be kept informed of content via the CSP and have final editorial control and if they see any Copyright content they object to must resolve this matter directly with their Client ahead of scheduled publication. In the event of any dispute over Copyright leading to a delay in project delivery, the Client shall indemnify the Service Provider for any additional Fees or expense required to assist resolving Copyright related issues.

16.7     The Client will warrant that all necessary permissions have been obtained from any persons who may intentionally or unintentionally be videoed whilst on its own premises or on any premises that it has granted the Service Provider permission to Video on and that the Client accepts full liability for any such failure. The Service Provider will on demand assist the Service Provider in the provision of the necessary protocol for obtaining such permissions.

16.8     The will under no circumstance circumvent TVNF to procure, attract services directly from our employees, contractor or partners without written consent and if they breach this agreement will be liable for any direct loss of business to TVNF.

17. Liability
17.1 The Service Provider shall not be liable for any direct, indirect, incidental, special or consequential damages, arising out of the Client’s marketing materials.

17.2     If failure to capture audiovisual performance is due to the recording equipment failing or media lost or corrupted then our liability will be limited to offering to re-shoot scenes or reduction of production charges commensurate with whatever is missed.

18. Indemnification
18.1    The Client agrees to indemnify and hold the Service Provider harmless from any claims or liability arising out of the Client’s marketing contents. This indemnification includes, but is not limited to, fines from regulatory bodies for Statement made in your name that is non-compliant, legal fees, costs of litigation or judgments arising out of publishing or broadcasting the Client content in blogs, forum posts, mailing or emailing the marketing materials.

18.2     The Service Provider shall be responsible for deduction and payment of all tax, national insurance contributions and other taxes and levies in respect of persons employed by the Service Provider and shall keep the Client indemnified against all liability to make such statutory payments that may be suffered or incurred by the Service Provider.

19. Events and Live Streaming
To ensure the success of an event or live stream project, the Service Provider and the Client will adhere to the following;

The Service Provider will;

19.1     perform a basic check of the venue and consult with the Client regarding the required facilities, defining the scope of technical needs for event/live stream production. This will include camera positions, cable runs, audio pickup, lighting, pre-launch set-up and testing, stable viable internet connection of not less than 2,000 Kbps with a backup connection

19.2     pick-up audio recording from a single source e.g. a mixing desk or PA system and provide backup via YouTube in addition to independent recording on all cameras

19.3     ensure all cameras are equipped with sufficiently charged batteries as to be unaffected by power loss

19.4     recover and manually remix the live stream in the event of either a major system, audio or internet failure. The Service Provider shall assign a period within 14 days to re-broadcast

19.5     ensure output is streamed in standard 720p HD, camera and live mixed recording will be available in 1080p.

20. Client’s Responsibilities
The Client will;

20.1     guarantee the Service Provider’s access to any venue used for events services not less than 2 hours before coverage is scheduled to commence

20.2     verify the venue’s permission to allow filming and provide a main contact to liaise on access, parking, power, the position of the main mixing desk and insurance requirements plus floor plan and any audio/visual company contacts needed to support the live stream

20.3     make guests and presenters aware of filming and grant rights to capture and broadcast to both the Client and Service Provider

20.4     inform the audience of any filming taking place, for example by means of signage or email or other notices with the option to stay off camera, e.g. reserved seating position behind/out of camera view

20.5     supply a working audio/visual input or PA system that Utilizes an industry standard XLR connection. If a connection cannot be provided then the Service Provider shall be informed and will provide appropriate audio coverage at an extra cost

20.6     grant the Service Provider access to their streaming or content distribution network (e.g. Facebook Live, YouTube) to be used for the live stream. Note that the standard service covers a single distribution network, multiple simultaneous distributions is available for a nominal surcharge on request

20.7     submit a graphic title with 16:9 aspect ratio to the Service Provider not less than 5 working days in advance of the event. Any additional media content, graphics, titles, subtitles to be used over the

20.8     course of the event must be submitted to the Service Provider not less than 5 working days in advance of the event

20.9     provide a working HDMI 1080p socket to connect any computer used for stage presentation to the mixing desk for Capture of presentation material and allow adequate time ahead (at least 1-hour head) to check the connection and PC HDMI signal output works.

20.10   provide a detailed timetable of the event schedule complete with time allotted for the start, finish and intermission

20.11   inform the Service Provider of any audio sources such as guest speakers or audience participation as to provide a microphone linked via a PA system or mixing desk to the live stream, if not then the Service Provider will not be held liable for unsatisfactory audio capture of undisclosed sources.

21. Force Majeure
The Service Provider shall not be liable for any loss suffered or incurred by the buyer as a result of the Service Provider being unable to perform the Contract by reason of any act of God, war, lockout, strike, fire, flood, delay in transit, postal delay, riot or any other unexpected or exceptional cause or circumstance beyond  the Service Provider’s control, in which case the Service Provider shall be allowed to cancel the contract or postpone  the performance thereof for as long as reasonably necessary and without penalty or liability for refunds.

22. Enforceability
If at any time any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable under any law or is held by a court to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby. If services cannot be performed by reason of Force Majeure, the Client shall have the right to cancel the Contract without financial penalty.

23. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

24. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into by the Client name in the attached quote on the date of electronic acceptance of the attached quote.

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