TERMS AND CONDITIONS
This Agreement is between the client being supplied a service or product
Herein referred to as “Client”
AND
Exposure4 Ltd
44 Fulham Road, London SW3 6HH
UK
Registered No. 4457636
Herein referred to as "Exposure4"
WHEREAS:
A.
Exposure4 is and will be defined by the company name and address on
each invoice or quote issued in accordance with work carried out and
pursuant to that company and country’s law.
B. Client wishes to
engage Exposure4, on an independent contractor basis, to render and
arrange for the carrying out of a production (the “Video”), and / or
other marketing and promotional activities listed, in accordance with
the terms and conditions of this Agreement;
NOW THEREFORE, in
consideration of the covenants contained herein and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
1 PRODUCTION SERVICES
1.1 Video Production
In
accordance with the supplied quote Exposure4 hereby agrees,
subject to the terms hereof, to perform all pre-production, production
and post production services necessary to complete the Video and to
deliver the Video in accordance with Exposure4 promotional materials,
discussions held and quotes supplied, including;
a) the supply, provision and application of technical knowledge and expertise necessary to produce the Video;
b)
the preparation of script for narration, unless otherwise agreed to be
supplied by client – which must be duly agreed signed off and returned
by client to exposure4 to confirm that recording may begin
c) the preparation and production of background music, unless specifically requested to be supplied by client
d) the engagement of crew, studio and other necessary facilities and services required for the production of the Video;
e)
the supply, provision and application of all above and below the line
pre-production and production materials, services, equipment, and all
other elements and personnel necessary to produce the Video (herein for
convenience, collectively referred to as "Services and Facilities"),
including, without limitation, all necessary audio visual equipment and
production personnel,
f) additional wardrobe, props, special
effects and cast members will be quoted in writing as an additional cost
and service prior to production commencement;
g) Video
productions master copies will be either posted online or shipped to
client within approximately 28 days from final day of production shoot
unless otherwise specified in writing or e-mail and or delayed by
extended amendments, late script approvals and / or late supply of
documentation and artwork by client and / or other circumstances beyond
the control of Exposure4.
2 POST PRODUCTION AND REVIEW OF VIDEO EDITS
2.1
Exposure4 agrees that it shall produce the Video and render the
Production Services in accordance with the following requirements and
specifications:
a) Video Specifications: The Video shall be
produced in accordance with Exposure4 promotional material, written
communication and discussions between Exposure4 and the Client.
b)
Client Approval Rights: All major content decisions in connection with
the Video shall be made by Client by completion of and in accordance
with Checklists and information supplied prior to production and also
hands on assistance during production. Failure to supply such and comply
shall render rights of review and final product approval void.
c)
Inclusion of Features: Exposure4 will endeavor to, but cannot
guarantee, that all the features marked in any production checklists
will be included in the final standard length video production, and will
advise whether additional footage will be required in order to cover
all features in a standard or otherwise ordered length of video
production.
d) Artistic and Creative License: Client agrees that
Exposure4 will reserve rights to decide on final artistic and creative
impression and design of video presentation.
e) Review of Script:
Each Script will be supplied to client for one review and / or
amendment and approval with final sign off prior to recording. All
requests for amends must be made in writing or e-mail. Additional
reviews are liable to incur charges at the discretion of Exposure4 as
set out in each quote or contract. Failure to confirm approval of script
within the agreed period will result in recording and production to
final edit regardless and rights any further review of such
shall be void.
f) Review of Video: A final copy of the video will
be posted for online viewing (length permitting) or alternatively a
hard copy CD/DVD ROM (for which shipment is payable) will be supplied to
Client for one review and opportunity of amendment of the final
product. All requests for amends must be made in writing or e-mail.
Additional reviews are liable to incur at the discretion of Exposure4 as
set out in each quote or contract. Failure to approve or make
amendment requests on final product within the agreed time as set
out in the quote or contract will be understood as
confirmation of approval of final video and will result in final edit
regardless.
g) Failure to comply within review clauses above will
void any other rights of first review, amendment or use of final
product by client.
Storage of Footage / Hard Drive Space
Exposure4 reserves the
right to charge for storage of footage and hard drive space or cancel
the project without refund of any monies, in the event that the post
production project is delayed by the client beyond 30 days.
3 REQUIREMENTS AND SPECIFICATIONS
a)
Compliance with Applicable Laws: Exposure4 shall comply with all
applicable laws, statutes, rules, regulations and requirements of all
governmental agencies and regulatory bodies and shall duly and promptly
apply for and provide all necessary consents, licenses and permits which
may be required by any governmental agency or authority of competent
jurisdiction in connection with this Agreement and the production of the
Video unless otherwise discussed and agreed with the Client for them to
do the same. The Video shall not depict, show or contain photography of
any identifiable product unless a clearance has been obtained for such
product.
b) Local Permits and Passes: Client is responsible for
obtaining and payment of relevant local permits and permissions to film
any part of the production listed as a required part of their final
product. Failure to obtain such permission and therefore not film such
items shall not give right to the cancellation or non acceptance of
final product by the Client.
c) Release Forms / Advice Notice: It
is the responsibility of the Client to inform guests and workers
present on the property to be included in the production of the filming
and to obtain the relevant release forms duly signed by guests or staff
where necessary by distribution of notice of filming. Such forms are
available from Exposure4.
d) Third Party Agreements: Any third
party agreements to be executed in connection with the Production
Services may be entered into by Exposure4 in its own name provided that
the terms thereof shall not conflict with this Agreement or the Approved
Quote. Exposure4 shall obtain from all third parties with whom it
contracts in connection with the Video, to the extent possibly having
regard to the applicable union and guild agreements, an irrevocable
assignment of the result and proceeds of their work in connection with
the Video in all media throughout the universe in perpetuity.
4 PAYMENT
4.1
a)
Except as set forth otherwise in this Agreement, Client shall be solely
responsible for the payment for the Video as set out in the Quote or
Invoice and agreed costs. Any additions which would cause the Approved
Quote on the payment due to be exceeded either in nature or amount of
expense shall require the prior written approval of Client ("Approved
Overages"). Client shall be solely responsible for all Approved
Overages.
b) Subject to the terms and conditions of this
Agreement as full and final compensation for the Production Services and
all rights granted to Client hereunder, Client shall pay to Exposure4
an amount equal to:
i) the actual costs of production of the
Video that are incurred by Exposure4 pursuant to the Quote or Invoice,
if any (the "Production Costs")
c) A deposit payment and or
further payments shall be paid by client to Exposure4 prior to the
commencement of production of the Video and post production as agreed
and set out in the Quote and / or Invoice.
d) The balance
shall be paid to Exposure4 within 30 days of filming and / or prior to
delivery of the final product which ever is sooner unless otherwise
specified and agreed between Client and Exposure4.
5. CREDITS
5.1 Exposure4 shall reserve the right to insert
or have listed a production credit in the main titles of the Video as
follows:
a) Embedded within video production “An exposure4 production”
b) “Exposure4 © 200_”. Symbol and exposure4 website address on every production and CD label.
c)
“Exposure4 © 200_ “or “An exposure4 production” or “Footage supplied
courtesy of Exposure4 Ltd” Where any other separate Exposure4 footage is
supplied for television or other promotional use.
6 COPYRIGHT & OWNERSHIP- RIGHTS OF THE PARTIES
6.1
It is acknowledged by the Client that immediately upon creation whether
or not in tangible form, Exposure4 shall, unless otherwise agreed in
writing, be the sole and exclusive owner in perpetuity throughout the
universe of all rights, title and interest in and to:
a) the Video;
b) any and all results and proceeds of the Production Services;
c) any and all materials or elements rendered, provided, supplied or acquired by Exposure4 for the Video; and
d) the copyright in and to the foregoing whenever created throughout the Universe in perpetuity.
6.2 Exposure4 hereby grants to Client the perpetual right:
a) to use the Video for training and promotional purposes;
b) to post the Video on Client’s own web site;
6.3 All rights not specifically granted herein are reserved by Exposure4.
6.4 All copies of the Video shall bear the copyright legend: “© Exposure4 200_”.
7 CD DUPLICATION & DELIVERY
7.1
Exposure4 maintains the copyright and broadcasting rights of all visual
documents unless otherwise agreed in contract. Use of visual documents
is subject to the Exposure4 License Agreement. Copying in whole or in
part is subject to the Terms of the License agreement.
7.2 In
accordance with the approved quote, this agreement, the completed CD
Order Form by the Client and Client supply of logo / imagery in required
high resolution format to Exposure4, CD ROM duplication will commence:
i) ‘after’ the master CD ROM has been approved by Client and upon receipt of confirmed order
ii) upon receipt of all necessary art work and information
iii) upon receipt of payment of balance of master CD ROM and payment in full for CD ROM copies
b) CD ROM copies will be shipped to the client approximately 14 days after commencement of manufacturing
c) All shipping shall be charged to the Client or the Client may otherwise supply own shipping account details
8 REPRESENTATIONS: INDEMNIFICATION
8.1 Final production details and creativity shall be at the discretion of Exposure4.
8.2 Exposure4 makes no warranties or representations with respect to materials supplied by or mandated by Client.
8.3
Client shall indemnify, defend, and hold harmless Exposure4 (and
Exposure4’s parent, affiliated and subsidiary entities, assignees and
licensees and their respective employees, shareholders, officers,
directors and agents) from and against any and all damages, costs,
claims, losses, and expenses (including reasonable legal fees and costs)
arising out of any breach by Client of any representation or warranty
or obligation entered into herein.
8.4 Exposure4 reserves the
right to postpone, extend or reschedule video or photography shoots due
to unfavourable weather conditions, in which circumstances accommodation
for extended stays will be supplied, however the original production
quote and cost will not be affected. However additional costs may be
liable if Client delays or reschedules a shoot which causes the extended
hiring, re-hiring of additional or alternative crew than those used on
the originally planned shoot.
8.5 Exposure4 is not responsible
for re-shoots and / or re-edits due to subsequent property re-modelling,
renovation, inclement weather or program and product changes
within the same production and quote.
8.6 Re-edits of product due to changes will incur additional charges as quoted separately by Exposure4.
9 GOVERNING LAW; CAPTIONS, ETC.
9.1 This Agreement shall be governed and construed in accordance with British Law
