Terms & Conditions
Terms and Conditions
By engaging in business with Offshoot Films (2017) Ltd. you are assumed to have agreed to our terms and conditions, set out below;
Terms & Conditions of Engagement
Offshoot Films (2017) Ltd., registered in England and Wales 10590648, registered office 19 Kings Hill, Great Cornard, Sudbury, Suffolk CO10 0EH (“Offshoot Films (2017) Ltd.”)
[ Client name ] (Ltd, registered in England and Wales) (Co. registration ), registered office [ add ] / trading address [ add if different ], (“the Client”)
With effect from the date of this Agreement Offshoot Films (2017) Ltd. shall in consideration of the Costs provided for in this Agreement supply the Finished Product to the Client upon the terms set out below.
In this Agreement the following words and phrases shall mean:
“Additional Costs”; means costs that not part of the Estimate but shall be additional costs and expenses which arise beyond Offshoot Films (2017) Ltd.’s control and as provided in clauses 2.4 and 2.13 and 2.28;
“Additional Post-Production”: means any additional Post-Production Work over and above that which has been agreed as part of Offshoot Films (2017) Ltd.’s estimate and included in the Estimate;
“Agreement”: means these terms and conditions and any agreed variations and amendments as provided in this Agreement and counterparts thereto;
“Commencement Date”: means the date the Agreement is signed or entered into by the Client, by confirming that they wish to engage the services of Offshoot Films (2017) Ltd. ;
“Costs”: means the costs and expenses set out in the Estimate and any Additional Costs;
“Crew”: means persons sourced by Offshoot Films (2017) Ltd. for the purpose of conducting the Shoot;
“Designated Person(s)”; shall mean the person nominated by each party as authorised for each party to enter into this Agreement and responsible for decisions in relation to this Project; namely Paul Press for Offshoot Films (2017) Ltd. and the person stated in Schedule 1 on behalf of the Client:
“Draft Product”: means a clean edited version of the Project which is satisfactory to Offshoot Films (2017) Ltd. as a working version of a video and which shall be submitted to the Client for their approval;
“Estimate”: means the written estimated cost of the Project and shall be based on the work required to produce one Draft Product and subsequently one Finished Product, as particularised in Schedule 1;
“Filming Equipment”: means the equipment required by Offshoot Films (2017) Ltd. in order to undertake the Shoot, including but not limited to cameras, lighting, sound and grip equipment;
“Filming Location”: means the location(s) of any filming which forms part of the Project. Such location(s) are to be agreed between the Client and Offshoot Films (2017) Ltd. prior to filming;
“Finished Product”: means a clean edited version of the video which is approved by Offshoot Films (2017) Ltd. and the Client;
“Post-Production”: means the capturing, logging and editing of the film captured during the Shoot. For the avoidance of doubt, Post-Production shall commence on the earliest available opportunity upon completion of the Shoot and last until the video is edited and the Finished Product authored to a satisfactory standard by Offshoot Films (2017) Ltd. and approved by the Client. The Post-Production phase may also comprise the entirety of the Project, where the Shoot has already taken place as part of a separate Project undertaken by either the Client, Offshoot Films (2017) Ltd. or a third party;
“Pre-Production”: means the overall process of defining the parameters of the desired Finished Product (including but not limited to; meetings with the Client or their Designated Person, the organising of the Shoot (including assembling of Crew)) and any other activities prior to commencement of the Shoot;
“Project” means the work done by Offshoot Films (2017) Ltd. including but not limited to; Pre-Production, the Shoot and Post Production, as identified in the Estimate, in order to achieve the Finished Product;
“Shoot”: means the filming of the Client and/or other persons necessary for the purpose of producing a video, prior to Post Production. For the avoidance of doubt the Shoot shall commence on the day/night of the event, or of the first day of filming any non-live segment, as particularised in the Estimate;
“Timelapse”: means the filming technique of taking a sequence of frames at set intervals to record changes that take place slowly over time. When the frames are shown at normal speed the action seems much faster. This is achieved by a fixed camera, often left unattended for long periods; and
“Treatment”: means the document defining the nature of the Finished Product, including but not limited to; type of video, ‘look and feel’, Shoot duration, narrative elements and themes, filming approach. This may be contained within the Estimate provided by Offshoot Films (2017) Ltd..
2. OBLIGATIONS AND ACKNOWLEDGEMENTS OF THE CLIENT
2.1 gives Offshoot Films (2017) Ltd. overall creative control of the Finished Product;
2.2 will pay Offshoot Films (2017) Ltd.’s Costs in a timely manner and within the time stated on Offshoot Films (2017) Ltd.’s invoices, and further agrees that Offshoot Films (2017) Ltd. are not obligated to provide receipted details of expenses incurred, although Offshoot Films (2017) Ltd. will make reasonable efforts to do so if requested by the Client in advance;
2.3 will be responsible for agreeing Filming Location(s) for the Project unless otherwise specified and requested with Offshoot Films (2017) Ltd.;
2.4 agrees that Offshoot Films (2017) Ltd. is not liable for any deficiencies in the Final Product caused by filming difficulties with any Filming Location(s), personnel or third party services hired and/or chosen by the Client. Furthermore the Client agrees that it shall be liable for any Additional Costs incurred by re-shooting or additional shooting caused by such difficulties or the cancellation or postponement by such service provider(s);
2.5 acknowledges that whilst Offshoot Films (2017) Ltd. will make every effort to use its best position for its cameras to film a Project, that due to restrictions imposed upon Offshoot Films (2017) Ltd. on the day(s) of the Shoot, this may not always be possible. The Client further acknowledges and accepts that video coverage could be affected by such restrictions including camera placements imposed by venues, the use of restricted spaces which impacts on the ability to operate the camera in Offshoot Films (2017) Ltd.’s preferred manner, restrictions on the use of a tripod, visual obstruction or camera shake caused by persons or uneven/flexible flooring surfaces, health and safety regulations, legal permissions from venue providers / third parties and other prevailing limitations at the Shoot;
2.6 agrees that Offshoot Films (2017) Ltd. is not responsible for camera or equipment failure for reasons beyond Offshoot Films (2017) Ltd.’s reasonable control including media failures, detrimental impact on the footage caused by failures or problems with sound or lighting equipment, or operation thereof where such equipment is not under Offshoot Films (2017) Ltd.’s control; Offshoot Films (2017) Ltd. reserving the right not to use its own equipment in any situation (for example inclement weather conditions) which may compromise the safety of either Offshoot Films (2017) Ltd.’s equipment or its operators;
2.7 agrees that Offshoot Films (2017) Ltd. cannot be held responsible for any detrimental impact on the video sound caused by the refusal (or denial of permission) of any person to wear or use a radio microphone on request, or by the failure to use a microphone or PA system when speaking despite such a system being made available to them, or by undertaking to cease using such a system during the Shoot. The Client further agrees that Offshoot Films (2017) Ltd. cannot be held responsible for any detrimental impact on the video sound caused by such interferences/problems including loud ambient noise, crying children, stray sounds caused by personal actions, animals, birds, traffic etc., echo or sound-deadening properties of the filming location, shutter noise from nearby photography cameras, mobile telephones, PA and audio equipment, air conditioning units, AV projectors and other electronic devices, or the failure of third parties (for example sound engineers, sound desk personnel or audio technicians) to fulfill Offshoot Films (2017) Ltd.’s requirements when requested;
2.8 agrees that where Offshoot Films (2017) Ltd. has to film in low light situations (e.g. small windowless rooms, by candlelight, in disco/dance areas, during evenings and nights outdoors), that this may impact on the quality of the image captured by Offshoot Films (2017) Ltd.’s cameras. In such situations, Offshoot Films (2017) Ltd. will reasonably endeavour to achieve a bright image without significant degradation in image quality (graininess). Offshoot Films (2017) Ltd. cannot guarantee video quality in adverse lighting or weather conditions, or in rooms generating a strong colour tinge to the light which may not be satisfactorily correctable during Post-Production. The Client acknowledges that rooms predominantly lit in red or purple hues are not conducive to a sharp or flattering camera image. Further, the Client acknowledges that some methods of location lighting can introduce a ‘flicker’ to the footage, which in some conditions are either not apparent during the Shoot or cannot be completely eradicated during the Shoot or during Post Production;
2.9 agrees that where Offshoot Films (2017) Ltd. has to film in conference or seminar situations (e.g. recording presentations or auditoria) where a projector or screen are being used, that this may impact on the quality of the image captured by Offshoot Films (2017) Ltd.’s cameras. The Client acknowledges that some electronic systems can introduce a ‘flicker’ or ‘strobing’ to the footage, which in some conditions are either not apparent during the Shoot, or cannot be completely eradicated during the Shoot or during Post Production;
2.10 agrees to approve the Treatment for the video prior to the Shoot (where a Treatment is completed) and give Offshoot Films (2017) Ltd. control to produce, direct and edit the Project according to the provisions therein. Furthermore the Client agrees that any requests for changes to the Treatment made after the signing of this Agreement cannot be guaranteed to be accommodated by Offshoot Films (2017) Ltd. and may be subject to Additional Costs;
2.11 will give Offshoot Films (2017) Ltd. a reasonable amount of notice to allow a Crew to be formed;
2.12 agrees that Offshoot Films (2017) Ltd. is not liable for any deficiencies in the Final Product caused by actual or perceived deficiencies or imperfections in the physical attributes, wardrobe or performances of the Client or of persons selected, hired or brought to the Shoot directly by the Client. Further, Offshoot Films (2017) Ltd. is not liable to bear the cost of any re-shooting where such re-shooting is due to such conditions;
2.13 agrees that Offshoot Films (2017) Ltd. is not liable to bear the cost of any re-shooting where such re-shooting has been caused by adverse weather conditions or such items beyond Offshoot Films (2017) Ltd.’s reasonable control, including but not limited to failure of the Client or any other persons to attend or attend the Shoot in a timely manner, cancellation or postponement by the Filming Location(s), failure by the Client to provide any materials or persons required for the Shoot that they have previously undertaken to supply, or failure by the Client to make Offshoot Films (2017) Ltd. aware of all requirements during or prior to the Shoot;
2.14 agrees that the Client’s Designated Person shall bear responsibility for decision making by the Client or its affiliates, for making all relevant parties aware of Offshoot Films (2017) Ltd.’s Terms and Conditions, and for ensuring prompt payment of Offshoot Films (2017) Ltd. invoices. Offshoot Films (2017) Ltd. will not operate under any instruction given by person or persons who are not the Client’s Designated Person. Offshoot Films (2017) Ltd. is not responsible for any disagreements between the Client and any Third Parties as a result of its actions;
2.15 agrees that Offshoot Films (2017) Ltd. will not bear any Additional Costs arising from any additional work which is required as a result of the interference of third parties;
2.16 agrees that any additional work not requested and particularised in the Estimate before the Shoot commences may not be undertaken by Offshoot Films (2017) Ltd. unless the Additional Costs are agreed and paid by the Client. Such work may include but not be limited to; digital effects, Photoshop work, computer generated imagery and effects, audio reworking, remixing or re-mastering, physical blemish and imperfection removal, additional Post Production work over and above any set of changes included within the Estimate;
2.17 agrees not to be present during Post-Production that delivers the Draft Product, unless such permission has been expressly granted by Offshoot Films (2017) Ltd., the Client acknowledging that any such involvement may incur Post-Production delays and Additional Costs;
2.18 agrees that upon completion of the Draft Product, which Offshoot Films (2017) Ltd. deems acceptable for distribution, the Client will receive a preview copy to view and, if necessary, send one list of suggested changes which will be considered by Offshoot Films (2017) Ltd. and, where possible, carried out by Offshoot Films (2017) Ltd.. Further, the Client agrees that Offshoot Films (2017) Ltd., having successfully sent a copy of the Draft Product by electronic means (such as but not limited to services such as WeTransfer or Dropbox), is not liable for any delays to the project caused by the Client’s inability to properly receive or view the file or to do so in a timely fashion;
2.19 agrees that the Draft Product is not available for public viewing and any parties connected with the Client may only view it subject to the express permission of both the Client and Offshoot Films (2017) Ltd.;
2.20 agrees to provide video footage, photo gallery images, logos and additional materials as agreed between the parties for the Project, (“Materials”), for the completion of the Finished Product and do so in a timely manner so as not to adversely impact the Post-Production schedule. Furthermore the Client warrants that it owns the rights and intellectual property in such Materials or has the legal right to use the Materials and is empowered to grant a license to Offshoot Films (2017) Ltd. to use the Materials for the purposes of this Agreement; the Client undertaking to indemnify Offshoot Films (2017) Ltd. in full for any costs, penalties, fines, damages, or any other demands in relation to any breaches of data protection and / or third party rights relating to the Materials;
2.21 agrees that any deficiencies in the Finished Product caused by deficiencies or unavailability in the Materials are not the responsibility of Offshoot Films (2017) Ltd.. Furthermore the Client understands that where it provides video footage for use in the Project, the quality of the Finished Product is directly related to the quality of the source material. The Client also understands that should Offshoot Films (2017) Ltd. be requested to provide still images taken from any video footage, the quality of such images is dependent on the inherent quality of the video and the limitations of such technical process. Offshoot Films (2017) Ltd. reserves the right to refuse to include any Materials and specifically but not limited to video footage produced by parties other than Offshoot Films (2017) Ltd.;
2.22 agrees that in the event that the Finished Product, completed to the best abilities and to the satisfaction of Offshoot Films (2017) Ltd. and to the Treatment agreed with the Client, is not acceptable to the Client, any reworking or remaking subsequently requested to the Project shall be subject to Additional Cost. This includes additional re-edits (however significant) over and above the single set of changes which the Client is allowed to request to the Draft Product to make the Finished Product;
2.23 agrees and acknowledges that Offshoot Films (2017) Ltd. accepts no liability for failure to deliver the completed Project on any requested date due to unavailability of the Client for consultation on filming, editing or review of the Project;
2.24 agrees and acknowledges that Offshoot Films (2017) Ltd. shall not be liable for any consequences to the Client, including but not limited to; loss of revenue, profit or publicity, missed deadlines or future opportunities, where such consequences are a result of the Client’s failure to comply with the terms of this Agreement;
2.25 agrees that the Draft Product and Finished Product relating to the Project may appear on Offshoot Films (2017) Ltd.’s website, Vimeo channel and any other appropriate video hosting or social media platform, and that Offshoot Films (2017) Ltd. legally holds the copyright to the Draft Product and Finished Product at all times, unless purchased by the Client at a mutually agreed cost;
2.26 agrees and acknowledges that the Estimate provided by Offshoot Films (2017) Ltd. does not constitute an offer. Further that such Estimate prepared by Offshoot Films (2017) Ltd. is based on the knowledge at the time;
2.27 acknowledges that where Offshoot Films (2017) Ltd. undertakes a Timelapse project using an unattended camera, Offshoot Films (2017) Ltd. is not responsible for any detrimental impact on the Project due to such events as interrupted power supply, inclement weather or the actions of third parties;
2.28 agrees that where Offshoot Films (2017) Ltd. and the Client have agreed in advance a specific duration for the Shoot (whether this be hours or days), and this duration is exceeded, whether this is at the request of the Client, or the consequences of actions of the Client or third parties, Offshoot Films (2017) Ltd. reserves the right to be paid Additional Costs, such Costs being proportionally higher for unsocial hours and work at weekends;
2.29 acknowledges that where Offshoot Films (2017) Ltd. undertakes work to place the Finished Product online, or undertake consultancy work on a Client’s video portfolio, Offshoot Films (2017) Ltd. offers no guarantees as to the return that will be achieved;
2.30 agrees that where Offshoot Films (2017) Ltd. undertakes filming work in conference, workshop or seminar situations, and a software demonstration or live online demonstration is being undertaken, Offshoot Films (2017) Ltd. is not able to guarantee that all the information presented visually can be accurately captured; and
2.31 agrees that Offshoot Films (2017) Ltd. is not liable for any impact on the Shoot nor of the Finished Product caused by travel or transport delays beyond the control of the Crew.
3. OBLIGATIONS OF Offshoot Films (2017) Ltd.
Offshoot Films (2017) Ltd. shall:
3.1 source a Crew suitable, in the reasonable opinion of Offshoot Films (2017) Ltd., for the size and scope of the Project. Offshoot Films (2017) Ltd. reserves the right to change the nominated Crew prior to the Shoot, for operational reasons and no financial recompense shall be offered to the Client in this eventuality;
3.2 produce, direct, shoot and edit the Project to a standard commensurate with good commercial practice in order to produce the Finished Product;
3.3 agree to submit the Draft Product to the Client in order to receive Client approval or have Client changes requested. (For the avoidance of doubt, this procedure forms part of the Post-Production period allocated and paid for by the Client as part of the Costs. Offshoot Films (2017) Ltd. reserves the right to ‘watermark’ this footage so as to prevent unauthorised usage or duplication);
3.4 supply a minimum of one copy of the Finished Product to the Client. Offshoot Films (2017) Ltd. undertakes to provide replacement copies in the event of verifiable technical problems with original copies, such replacements to be Offshoot Films (2017) Ltd.’s cost. This arrangement includes physical DVDs, which Offshoot Films (2017) Ltd. shall produce and supply in an appropriate manner. Further copies shall be made available, if desired, at further agreed cost to the Client;
3.5 retain the original recorded media (in whatever format it was created) and keep this for a period of not less than twelve calendar months from the start date of the Shoot; Offshoot Films (2017) Ltd. owning the copyright within said original recorded media and edited Product. Copies of the full recording and copyright thereto can be provided to the Client upon request, but at an agreed Additional Cost;
3.6 agree to, where explicitly requested by the Client, refrain from undertaking any publicity or communication regarding either the Project or the Client. Such publicity may include but not be limited to; posting information about the Project on any of Offshoot Films (2017) Ltd.’s website or affiliated web pages, discussing matters regarding this Agreement with individuals outside of Offshoot Films (2017) Ltd., distributing Draft or Finished copies of the Project to unauthorised persons before any agreed date, disclosing the Project’s Estimate to individuals outside Offshoot Films (2017) Ltd., revealing any information which may have a detrimental impact on the image, name and reputation of the Client;
3.7 ensure that that the Shoot will be covered by Offshoot Films (2017) Ltd.’s Employers Liability Insurance for the Crew and Public Liability Insurance for any individuals directly involved in the Shoot;
3.8 ensure that any music soundtrack included within the Project is free from royalty payments (except where such payments have been sanctioned by the Client) to the best knowledge of Offshoot Films (2017) Ltd.. The Client agrees to hold Offshoot Films (2017) Ltd. harmless where any disputes arise between the music provider and the Client or Offshoot Films (2017) Ltd..
4. OTHER PROVISIONS
4.1 Costs and Additional Costs
4.1.1 The Costs will be invoiced upon completion of the Shoot, except where an alternative arrangement has been agreed with the Client. Offshoot Films (2017) Ltd. reserves the right to invoice for the Costs in stages, to invoice for a portion or the entirety of the Costs prior to the Shoot, and to postpone the Shoot until any Costs due are paid by the Client.
4.1.2 During Pre-Production, Offshoot Films (2017) Ltd. is not obligated to incur expenses including but not limited to; travel expenses, hire of Filming Equipment or Filming Location(s), unless it has been reimbursed for such costs in advance by the Client and/or its representatives.
4.1.3 Should the amount of agreed expenses be insufficient, Offshoot Films (2017) Ltd. reserves the right to be reimbursed for any additional expenses incurred in relation to completion of the Project, and be paid these prior to the delivery of the Finished Product.
4.1.4 Should the Project be terminated at any stage, any costs or expenses incurred by Offshoot Films (2017) Ltd. up to the point of termination are not refundable to the Client.
4.1.5 The Client is liable to pay the final invoice in a payment timeframe as stated on the invoice, unless alternative arrangements have been agreed in writing. Failure to pay may result in late payment charges, including interest being incurred by the Client, as set out in the Late Payment of Commercial Debts (Interest) Act 1998. In the event of non payment, Offshoot Films (2017) Ltd. reserves the right to dispose of all original footage as it sees fit, remove all web-based material related to the Project and withhold further deliverables.
4.1.6 All payments of the Costs and Additional Costs shall be in Sterling.
4.1.7 The Designated Person agrees to take responsibility for passing Offshoot Films (2017) Ltd.’s invoice to the relevant Client authority for timely payment. Further the Client agrees to provide to Offshoot Films (2017) Ltd. the appropriate information for inclusion on the invoice, so as to avoid any payment delays. The Client is responsible for any late payment fees accrued as a direct result of Client action in regard of internal processing delays (such as, but not limited to, failure to pass the invoice to the appropriate Client authority in a timely manner, loss or misplacement of the invoice or related communication) or failure to supply necessary information to Offshoot Films (2017) Ltd. (such as, but not limited to, correct payee information, Purchase Order Number, correct addressee).
4.1.8 The Client agrees that Offshoot Films (2017) Ltd.’s Payment Terms are not affected by any Client requests for Offshoot Films (2017) Ltd. to re-submit the invoice within the payment period for such reasons as, but not limited to; revised client address, revised VAT status, alteration of wording, subdivision of invoice into multiple parts or re-directing to a third party. Further, the Client agrees that Offshoot Films (2017) Ltd.’s Payment Terms are not affected by any delays to the Project, including during Post Production, where such delays are directly attributable to the Client.
4.1.9 The Client agrees that Costs and payment of such are unaffected by the Client’s decision on the usage or otherwise of the Finished Product.
4.1.10 Offshoot Films (2017) Ltd. reserves the right to set or amend the Client’s Payment Terms based upon the Client’s credit history with Offshoot Films (2017) Ltd..
4.2 Project duration & deadlines
4.2.1 Offshoot Films (2017) Ltd. shall estimate the amount of time required to complete all aspects of the Project and include this in its Estimate. Offshoot Films (2017) Ltd. reserves the right to alter this time should the original estimate prove to be unrealistic, subject always to Additional Costs liability to the Client.
4.2.2 The Estimate provides for only one set of changes between the Draft Product and the Finished Product. Should the eventual Post-Production time be over and above that originally estimated by Offshoot Films (2017) Ltd., and where additional time required is directly attributable to requests for reworks by the Client, Offshoot Films (2017) Ltd. reserves the right to charge Additional Costs.
4.2.3 Any deadlines required by the Client must be recorded in writing and attached to this Agreement. Offshoot Films (2017) Ltd. is not obligated to meet any other deadlines imposed by the Client or any third parties after the signature of this Agreement. If the Client wishes to shorten the originally agreed Post-Production timescales, this ‘fast-track’ service will be subject to Additional Costs; such an arrangement to be agreed in writing in accordance with clause 4.3.
4.2.4 The delivery of the Finished Product represents the end of Offshoot Films (2017) Ltd.’s obligations under this Contract. Further copies of the video required by the Client fall outside the scope of this Contract and Offshoot Films (2017) Ltd. is not obligated to provide them.
4.2.5 The Project will be deemed to have been completed when the Client has received the Finished Project in exchange for payment of the Costs and any Additional Costs.
4.3 Variations, Delays and Cancellation
4.3.1 If the Client wishes to vary any details of the Estimate it must notify Offshoot Films (2017) Ltd. in writing. Offshoot Films (2017) Ltd. shall then provide a written and revised Estimate to the Client of:
18.104.22.168 the likely time required to implement the change;
22.214.171.124 any necessary variations to the Offshoot Films (2017) Ltd.’s Costs arising from the change; and
126.96.36.199 any other impact of the change on this Agreement.
4.3.2 If, due to circumstances beyond Offshoot Films (2017) Ltd.’s control, it has to make any change in the arrangements relating to the provision of the Project it shall notify the Client immediately, and shall not make any changes without Client’s written agreement. Offshoot Films (2017) Ltd. shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original specification as is reasonably possible in the circumstances.
4.3.3 Unless both Parties consent in writing to a proposed change, there shall be no change to the Project or this Agreement.
4.3.4 If both Parties consent to a proposed change, the change shall be made, only after agreement of the necessary variations to Offshoot Films (2017) Ltd.’s Costs, the services and any other relevant terms of this Agreement to take account of the change that has been reached and this Agreement has been varied in accordance with this clause 4.
4.3.5 If Offshoot Films (2017) Ltd. requests a change to the scope or execution of the Project, in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature, scope of, or charges for the Project, the Client shall not unreasonably withhold or delay consent to it. Unless Offshoot Films (2017) Ltd.’s request was attributable to the Client’s non-compliance with the Client’s obligations, neither Offshoot Films (2017) Ltd.’s charges or any other terms of this Agreement shall vary as a result of such change.
4.3.6 In the event that the Shoot is delayed after signing of this Agreement due to reasons directly attributable to the Client, Offshoot Films (2017) Ltd. reserves the right to levy Additional Costs, which shall not exceed the original Estimate, in compensation costs and losses incurred by Offshoot Films (2017) Ltd..
4.3.7 If the Client’s Designated Person is unavailable for consultation during the Project, or alters the terms of the Project to the extent that Offshoot Films (2017) Ltd. is unnecessarily inconvenienced, Offshoot Films (2017) Ltd. reserves the right to levy Additional Costs, not to exceed the original Estimate. Conduct by the Client that in the sole discretion of Offshoot Films (2017) Ltd. will render the Client liable for Additional Costs shall include but not be limited to: cancellation or repeated postponement of meetings at the Client’s request, failures to respond to written, electronic or telephone communication necessitating excessive expense on the part of Offshoot Films (2017) Ltd., postponement of the agreed Filming Day(s), failure or delay in complying with the Client’s obligations as provided in this Agreement.
4.3.8 In the event that Post-Production or the completion of the Finished Product is heavily delayed due to reasons directly attributable to the Client, Offshoot Films (2017) Ltd. reserves the right to levy additional administrational charges, the total of which shall not exceed the original Estimate. Further, Offshoot Films (2017) Ltd., having set aside time to complete the Project under the original timescales, is not obligated to meet any original deadline or to make good any time lost due to actions on the part of the Client.
4.3.9 If the Client wishes to terminate the Project early, due to exceptional circumstances or breaches of this Contract, this must be agreed in writing with Offshoot Films (2017) Ltd..
4.3.10 In the event that the Client cancels the Project after the Commencement Date and prior to the commencement of the Shoot or for reasons provided in clause 4.3, Offshoot Films (2017) Ltd. reserves the right to retain (or be paid, if not already paid) up to 30% of the agreed Costs.
4.3.11 In the event that the Client cancels the Project after the Commencement Date and after commencement of the Shoot but prior to the commencement of Post-Production or for reasons provided in clause 4.3 Offshoot Films (2017) Ltd. reserves the right to retain (or be paid, if not already paid) up to 50% of the agreed Costs.
4.3.12 In the event that the Client cancels the Project at any stage during Post-Production, Offshoot Films (2017) Ltd. reserves the right to retain (or be paid, if not already paid) up to 100% of the Costs.
4.4 Safety and Conduct
4.4.1 Offshoot Films (2017) Ltd. has the right to take any measures it sees fit in order to safeguard the Crew and Filming Equipment at all times. Offshoot Films (2017) Ltd. is not obliged to undertake any shooting not previously agreed during the Pre-Production stage. Further, members of the Crew are entitled to reasonable meal and comfort breaks during the Shoot.
4.4.2 Offshoot Films (2017) Ltd. has the right to suspend and/or cancel any Shoot should it reasonably believe that any parties associated with the Client are under the influence of excessive drink or drugs. Furthermore, any abusive or threatening behaviour towards any person or persons involved in the Shoot will not be tolerated and may result in suspension and/or cancellation of the Shoot.
4.4.3 Further, Offshoot Films (2017) Ltd. will not tolerate any slanderous or defamatory comments, either verbally or written, and reserves the right to suspend work on the Project in such cases.
4.5 Rights, Consents and sub contracting
4.5.1 Offshoot Films (2017) Ltd. and the Client shall have joint rights to produce, sell, publicly exhibit, lease, license, hire, market, publicise, distribute, exhibit, diffuse, broadcast, adapt and reproduce mechanically, graphically, electronically or otherwise howsoever by any manner and means (whether now known or hereafter devised) the Finished Product. Any third party wishing to exercise any of such rights may do so only at the sole discretion of Offshoot Films (2017) Ltd. and the Client.
4.5.2 The Client’s rights referred to in clause 4.5.1 shall only apply when Offshoot Films (2017) Ltd. has received cleared funds for all Costs and Additional Costs relating to the Finished Product. Other versions or segments of the Project, including the Draft Product, are excluded from the rights provided in clause 4.5.1.
4.5.3 Offshoot Films (2017) Ltd. and the Client shall have the right to use footage at any time, place or event of their choosing. Offshoot Films (2017) Ltd. may use clips from the Project on their website to promote their work and that of the Client, unless this has been expressly forbidden in writing by the Client.
4.5.4 The Client undertakes wherever reasonably possible to Offshoot Films (2017) Ltd. to credit Offshoot Films (2017) Ltd. for the production of the Finished Product. Such credit shall include mention of the video on websites, web logs (“blogs”) or releases containing the video. Any photography used should be properly credited to Offshoot Films (2017) Ltd. and Offshoot Films (2017) Ltd.’s photographer. Weblinks to Offshoot Films (2017) Ltd. should be present where possible where the Client is using the video.
4.5.5 All rights relating to the Copyright, Designs and Patents Act of 1988 and any other moral rights are shared between Offshoot Films (2017) Ltd. and the Client and cover any legislation now existing or in the future enacted in any part of the world.
4.5.6 Subject to separate Agreement as to content and price between the Client and Offshoot Films (2017) Ltd., the Client may purchase the sole rights to the intellectual property rights relating to the Project, Finished Product and other photographs, images and Draft Product materials.
4.5.7 Offshoot Films (2017) Ltd. owns all rights to photographs taken by Offshoot Films (2017) Ltd. or its Crew during the Project unless photography is a specified, paid additional service for the Client. The use of such photographs by the Client or its affiliates without the permission of Offshoot Films (2017) Ltd., and without due credit or remuneration being given, is forbidden.
4.5.8 Offshoot Films (2017) Ltd. may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the Client. Where Offshoot Films (2017) Ltd. sub-contracts the performance of any of its obligations under this Agreement to any person, Offshoot Films (2017) Ltd. shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of Offshoot Films (2017) Ltd..
4.6 Liability and Force Majeure
4.6.1 Offshoot Films (2017) Ltd. shall not be liable for any loss of or damage whatsoever to any clothing or other personal property of anyone involved in the Project.
4.6.2 Neither the Client nor Offshoot Films (2017) Ltd. shall be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any event or circumstance that is beyond the reasonable control of that Party, and which by its nature could not have been foreseen by such a Party or if it could have been foreseen was unavoidable. Such causes include, but are not limited to: severe and long-lasting power or Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
4.7.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, the Designated Persons.
4.7.2 Notices shall be deemed to have been duly given:
188.8.131.52 when hand delivered; or
184.108.40.206 delivered by recognised commercial overnight courier service;
220.127.116.11 delivered by registered or certified mail, postage prepaid; on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case addressed to the most recent address or facsimile number as notified to the other Party.
4.7.3 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
4.8 Headings, Severance and Waiver
4.8.1 Headings used in this document are for information only and do not form part of any contract.
4.8.2 The Parties agree that, in the event that one or more of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
4.8.3 No waiver by either Party of any breach of these Terms and Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
4.8.4 No failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
4.9 Nature of this Agreement
4.9.1 Each Party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement.
4.9.2 Neither Party may assign, mortgage, or charge or sub-license any of its rights hereunder, except with the written consent of the other Party.
4.9.3 This Agreement contains the entire Agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly Designated Persons.
4.9.4 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.9.5 Without prejudice to any right or remedy of a third party which exists or is available under such Contracts (Rights of Third Parties) Act 1999 (“Act”), a person who is not a Party to this Agreement has no right under the Act to enforce any term of this Agreement.
4.9.6 The Parties to this Agreement do not require the consent of any third party to terminate, rescind or to agree any variation, waiver or settlement in relation to it.
4.9.7 Nothing contained in this Agreement shall or shall be deemed to constitute a partnership or a contract of employment between the parties. It is an Agreement to hire the services of Offshoot Films (2017) Ltd..
4.10 Non poaching of employees / contractors of Offshoot Films (2017) Ltd.
The Client covenants with Offshoot Films (2017) Ltd. that it shall not either during the duration of this Agreement or within a period of six months thereafter directly or indirectly entice away or endeavour to entice away from Offshoot Films (2017) Ltd. any person who has during the previous 12 months been employed by and / or engaged by Offshoot Films (2017) Ltd. to perform this Agreement.
4.11 Publicity and announcements
4.11.1 Offshoot Films (2017) Ltd. may publicise the Client’s use of its services in any way that it deems reasonably appropriate for its own promotion, provided that Client be provided with copies of any such materials prior to publication.
4.11.2 Neither Party shall issue or make any public announcement or disclose any information regarding this Agreement unless the prior written consent has been obtained from the other Party.
4.12 Applicable laws and security
4.12.1 Offshoot Films (2017) Ltd. warrants that it shall comply (and shall procure that Offshoot Films (2017) Ltd.’s Crew shall comply) with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement, including any health and safety rules and regulations.
4.12.2 Subject to clause 2.20 Offshoot Films (2017) Ltd. shall obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation relating to the Project.
4.12.3 Offshoot Films (2017) Ltd. shall notify the Client as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the provision of the Finished Product.
This Agreement may be executed in any number of Counterparts, each of which shall be an original, and such Counterpart shall together constitute one and the same Agreement.
4.14 Data Protection
The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations to this Agreement.
4.14 Law, Jurisdiction and Dispute Resolution
4.14.1 The Parties agree that the place and performance of this Agreement is England and that all matters arising from it and any dispute, resolutions referred to below shall be governed and construed in accordance with English law notwithstanding the conflicts of law provisions and other mandatory legal provisions save that:
4.14.2 Offshoot Films (2017) Ltd. shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information (whether in connection with this Agreement or otherwise) in any country where we believe that infringement or a breach of this Agreement relating to its Intellectual Property Rights and/or other proprietary information might be taking place.
4.14.3 With respect to all other disputes which are not Intellectual Property Rights and before any formal alternative dispute resolution procedure or court action is taken the Parties agree that:
18.104.22.168 the aggrieved Party shall notify the other in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other Party;
22.214.171.124 the Designated Person of each Party shall meet in person or communicate by telephone within five business days of the date of the written notification in order to reach an Agreement about the nature of the deficiency and the corrected action to be taken by each Party;
126.96.36.199 if no Agreement is reached upon corrective action within a further five business days, or if the agreed upon completion dates in any written plan of corrective action are exceeded, either Party may seek its legal remedies through the English courts.