Please read these Terms and Conditions for the Supply of Services carefully, as they set out our and your legal rights and obligations in relation to our services.
- Definitions and interpretation
1.1 In the Agreement:
“Agreement” means the agreement between the Supplier and the Customer incorporating these Terms and Conditions for the Supply of Services and the Proposal document, and any amendments to it from time to time;
“Charges” means the charges specified in the Proposal, plus any Expenses payable by the Customer to the Supplier, which may be varied in accordance with Clause ;
“Customer” means the customer for Services under the Agreement as specified in the Proposal and, in particular the individual chosen to represent the company to which services are being supplied;
“Days” means normal working days and excludes public holidays and weekends.
“Expenses” means the following expenses reasonably necessary for, and incurred exclusively in connection with, the performance of the Supplier’s obligations under the Agreement and agreed in advance:
(a) travel expenses;
(b) accommodation expenses;
(c) subsistence expenses;
“First Cut” means a version of the film which the Supplier considers ready for approval and submits to the Customer for viewing.
“Final Cut” means a version of the film which the Supplier considers to be the completed film, having incorporated any agreed changes to the First Cut.
“Original Footage” means the original files that were created on camera during filming.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Order” means an instruction from the client that they have accepted the approach and budget outlined in the Video Outline and wish to proceed with the project. This instruction may be in the form of a confirmation email, letter or formal purchase order.
“Premises” means the premises of the Customer where the Services will be provided, in whole or part, by the Supplier, as specified in the Video Outline agreed by the Supplier and the Customer in writing;
“Video Outline” means a description issued by the Supplier to the Customer, either via email or document, detailing the scope of the Services, outlining an agreed approach, proposed cost and other matters relating to the Agreement;
“Services” means services in addition to the Product provided by the Supplier to the Customer under the Agreement, details of which are set out in the Video Outline;
“Supplier” means Go Vocal Media Ltd, a company having its registered office at 65 Mawson Road, Cambridge, CB1 2DZ
- Film and Services
2.1 The Supplier will supply the film and Services to the Customer in accordance with the terms of the Agreement.
2.2 The Supplier will use reasonable endeavours to meet any timetable for the provision of the film and Services agreed in writing with the Customer or set out in the Video Outline; but the time for delivery of the Services will not be of the essence of the Agreement.
2.3 If there are significant changes to the requirements of the film and/or Services or if there are changes to the anticipated cost of the film and/or Services then these will be agreed in writing by email on or near the date they are discussed, which it is the responsibility of the Supplier to create and distribute.
2.4 The film will be designed and created according to the Video Outline and, at an agreed date, the First Cut will be made available for private viewing on the internet. The Customer will be responsible for viewing and collecting feedback from interested parties and passing this feedback onto the Supplier in a single list.
2.5 Unless agreed otherwise in writing, a maximum of 30 days from the First Cut being made available to the Customer will be allowed for requests for one set of changes to be submitted to the Supplier. After 30 days, no further requests for changes will be accepted and the film will be considered complete and the Final Cut will be made.
2.6 Changes required to the First Cut should be made in writing and should be editorial rather than structural. Changes to the essence of the film as outlined in the Video Outline are not allowed at this point.
2.7 On receipt of changes requested on the First Cut, the Supplier will seek to apply all changes that are deemed reasonable and practical. On completion of these changes, the Supplier will make the revised video/s available privately on the internet for viewing by the Customer. It is the responsibility of the Customer to ensure all interested parties have been given the opportunity to view and approve the video/s. If the Customer is satisfied that the film meets the requirements as outlined in the Proposal and subsequent Update Documents, they should confirm this in writing. If this confirmation is not received with 7 days of the Final Cut being made available then it will be assumed that the film is completed to the Customer’s satisfaction and the final invoice will be presented for payment. After that point, it will be at the discretion of the Supplier to make further changes to the Product if they are requested.
2.8 The Supplier may sub-contract part of the provision of the Services where skills are not available in-house; providing that if the Supplier does sub-contract the provision of the Services, the Supplier will remain liable to the Customer for the performance of the sub-contracted obligations.
2.9 In the performance of the Services at the Premises, the Supplier shall comply with all reasonable health, safety and security policies and regulations advised by the Customer to the Supplier.
2.10 The Supplier will not take any action or do anything which would or would be likely to damage the reputation or goodwill of the Customer, or bring the Customer into disrepute.
3. Video hosting, storage and deletion
3.1 Completed videos will be uploaded to an online hosting server (such as Wistia, Vimeo or YouTube) for viewing and approval by the customer. The video files will be deleted from the hosting service 20 days after the customer has approved the Final Cut, except where the customer is paying for our hosting service.
3.2 Where the customer does not choose to pay for our hosting service, it is the responsibility of the customer to keep a copy of their finished film and they will be offered the chance to download the film, or be sent an mp4 copy of the film at the point of choosing to opt out of hosting. No backup copies of the film will be keep by the Supplier.
3.3 If the Customer requires the Supplier to continue to hold the Original Footage and graphics for future use once the final invoice is paid, they must make that request in writing before payment of the final invoice, in which case a reasonable archiving charge may be charged. If the Customer has not made this request then footage and material relating to the film will be held for a period of six months from sign off, after which it will be deleted.
- Customer obligations
4.1 The Customer will provide to, or procure for, the Supplier any:
(a) support and advice;
(b) information, documentation or other relevant media assets;
(c) third party co-operation; and
(d) governmental, legal or regulatory licences, consents or permits;reasonably necessary to enable the Supplier to discharge its obligations under the Agreement.
4.2 The Customer will:
(a) provide to the Supplier prompt access to the Premises upon request;
(b) be responsible for ensuring the health and safety of the Supplier’s personnel, agents and subcontractors whilst they are at the Premises;
(c) maintain the Premises in good order for the supply of Services, and in accordance with all applicable laws;
(d) inform the Supplier of all health and safety rules and regulations and any reasonable security requirements that apply at the Premises; and
4.3 The Customer will not take any action or do anything which would or would be likely to damage the reputation or goodwill of the Supplier, or bring the Supplier into disrepute.
- Charges and payment
5.1 The Customer will pay the Charges to the Supplier in accordance with the provisions of this Clause .
5.2 Unless agreed otherwise in writing, Charges will be due in two instalments of 50% of the total amount quoted. The first invoice will be issued on receipt of the Order, payable prior to filming. The second invoice will be issued on the day that the Supplier makes the Final Cut available for viewing.
5.3 Unless agreed otherwise in writing, the Customer will pay the final invoice in cleared funds within 7 days of the date of issue of an invoice issued in accordance with Clause [5.2]
5.4 Charges should be paid by BACS using payment details supplied on the invoice.
5.5 If the Customer does not pay any amount properly due to the Supplier under or in connection with the Agreement, the Supplier may:
(a) charge the Customer interest on the overdue amount at the rate of 5% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.6 The Customer will reimburse the Supplier in respect of the Expenses and the Supplier may invoice in respect of Expenses at any time after the relevant Expenses have been incurred by the Supplier, providing that the Supplier must obtain the Customer’s prior written consent before incurring Expenses.
6.1 Filming dates will be confirmed in writing by the Supplier before filming commences. Unless notice is received in writing from the Customer, this will be considered the agreed date and will be charged for according to the budget set out in the quote. Once confirmed, the Supplier may book equipment, personnel and locations as agreed in the Video Outline.
6.2 Filming may be cancelled or postponed as follows, subject to the additional considerations in 6.3:
(a) up to 7 Days before the agreed date with no additional charge,
(b) up to 3 days before the agreed date with a charge of 50% of the cost of that filming
(c) up to 48 hours from 7.00am on the agreed date the full charge will be due.
6.3 If additional equipment, personnel, locations, accommodation or travel have been booked and hired for the purposes of the filming, any cancellation charges charged by the providers of those services will be passed on to the Customer in the event of any cancellation.
6.4 Any additional filming required as a result of unexpected changes to plans on the agreed day, such as non-availability of key contributors or props, faulty machinery or equipment will be considered as additional filming and will be charged for accordingly.
6.5 The Supplier takes responsibility for ensuring the presence and correct functioning of all filming equipment on the day of filming and the attendance of personnel hired by them.
- Limitations and exclusions of liability
7.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under applicable law; or
(d) exclude any liability of a party that may not be excluded under applicable law.
7.2 The Supplier will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
7.3 The Supplier will not be liable for any loss of business, contracts or commercial opportunities.
7.4 The Supplier will not be liable for any loss of or damage to goodwill or reputation.
7.5 The Supplier will not be liable in respect of any loss or corruption of any data, database or software.
7.6 The Supplier will not be liable in respect of any special, indirect or consequential loss or damage.
7.7 The Supplier will not be liable for any losses arising out of a Force Majeure Event.
8.1 Copyright for the Final Cut will be owned by the Customer.
8.2 The Supplier takes responsibility for acquiring rights and copyright payment for music and stock footage or still images used in the product, as long as their use has been agreed in the Video Outline.
8.3 The customer is responsible for ensuring the required copyright clearance and licencing have been acquired on any assets that they supply for use in the film. Charges for such licencing are also the responsibility of the Customer unless they have been included in the Video Outline.
8.4 Copyright for any footage and graphics created for the purpose of delivering the Product are owned by the Supplier. If the Customer requires copies of original footage or graphics files, they must make the request in writing and a reasonable charge may be made for transfer time and disk drives.
8.5 The Supplier reserves the right to use the Film and Services supplied to the Customer for the purposes of future publicity and business development, unless specifically requested not to by the Customer in writing.
9.1 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.