TERMS AND CONDITIONS

Terms and Conditions for the supply of services by UK Filmed Limited and its affiliates 2020.

For the purpose of these Terms and Conditions, the “Client” is the individual named and/or organisation listed in the Proposal. Together with the Proposal, these Terms and Conditions will collectively be referred to as the “Contract”.

Please note in particular the terms regarding Payment, the Deposit and Liability

About Us

UK Filmed Limited is a limited company registered in England with company number 12096917 and registered offices at The Space Shoreditch, 113 Shoreditch High Street, London E1 6JN.

Basis of Contract

The Contract shall come into existence when the Client executes the Proposal and pays the Deposit (“Commencement Date”).

These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Both UK Filmed and the Client agree to fully uphold the terms of the Contract.

Fee Quote

The terms of the fee quote provided in the Proposal are effective for 14 days from delivery to the Client. If the Proposal is not executed within those 14 days, the fee quote, together with any related terms and conditions and/or deliverables, may be subject to change.

Timing

Provisional milestone dates and timeframes will be agreed up front and form part of the Contract. Timelines may be subject to change based on schedule availability of participants and timely review and approval of deliverables.

Payment and Deposit

Save as provided in this clause, project fees shall be payable in two instalments as follows;

1. i) 50% invoiced on acceptance of the Proposal, to be paid within 3 working days of acceptance of the Proposal or before the event (whichever comes first) (the “Deposit”); and
2. ii) 50% invoiced on completion of the event, to be paid within 30 days of the event date or on final delivery of the digital assets (whichever comes first).

The Deposit is non-refundable but may be transferred to another project at any time within 2 years of the Commencement Date.

Where projects relate only to photography or where the total project fees are less than/equal to £1,500 (+VAT) then payment may be required in one instalment as required by UK Filmed.

The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). UK Filmed may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by UK Filmed to the Client.

Author’s Alterations

The Client shall pay additional charges for changes or additional steps requested by Client which are not outlined in the Proposal. Charges will be in addition to all other amounts payable under the Proposal, despite any original maximum budget, contract price, or final price identified therein. UK Filmed will quote author’s alterations before beginning work. Author’s alterations requested by the Client may extend or modify the final delivery schedule.

Client Responsibilities

The Client is responsible for performing the following: (a) coordination of any decision-making with parties other than UK Filmed (b) submittal of Client content in a form suitable for reproduction or incorporation into deliverables (c) final proofreading and, in the event that Client has approved deliverables, but errors (including but not limited to typographic errors, omissions, or misspellings) remain in the finished product, the Client shall be liable for the cost of correcting such errors.

*Revisions

The Client is allowed two full rounds of revisions requests per video and one round of revisions on photos. These rounds exclude any revisions required as a result of UK Filmed’s editing errors (misspelling, missed request, etc.). Any additional revisions will be pre-quoted and billed per round per video output at £50 per edit. Additional rounds of revisions to  photos will be pre-quoted and billed on an adhoc basis.

Rights and Ownership

The Client warrants and undertakes that all materials supplied to UK Filmed are owned by the Client and that the Client has all necessary rights in such materials to permit UK Filmed to use them for the project.

The Client shall indemnify UK Filmed in full against any sums awarded by a court against UK Filmed arising out of or in connection with any claim brought against UK Filmed for infringement of a third party’s rights (including any intellectual property rights) arising out of, or in connection with, the receipt or use of the Client’s materials by UK Filmed.

Upon completion of the services, and expressly subject to full payment of all fees, costs, and expenses due, Habitual Media hereby assigns to the Client all right and title in and to the final output(s).

Release of the Art Files

Upon payment of the final invoice UK Filmed will promptly release the finished files.

Electronic Storage

All project files will be digitally stored for 3 months from the date of the event. Final outputs and project files will be removed systematically thereafter. Longer periods are available by mutual agreement and at an additional fee.

Promotions

UK Filmed retains the right to reproduce, publish, and display the deliverables in UK Filmed’s portfolio, websites, in galleries, communications and any design periodicals or other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Exceptions to this can be made if agreement is in place between both parties prior to the Commencement Date.

Limitation of Liability

(i) Nothing in the Contract, shall limit or exclude either party’s liability for:

1. 1. 1. death or personal injury caused by that party’s negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. any liability which cannot be legally excluded or limited.

Subject to (i) above:

1. 1. 1. Neither party shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise in connection with the services and/or the Contract, for any: (a) loss of profit (whether such loss is direct or indirect); (b) loss of revenue; (c) loss of business; and/or (d) loss of anticipated savings

and/or for any indirect, special or consequential loss or damage, howsoever arising.

1. 1. 1. UK Filmed’s total liability to the Client in respect of all other losses arising under or in connection with the services and/or the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no circumstances exceed the total fees paid by the Client to UK Filmed under the Contract.

Force Majeure

For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of either party.

Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents either party from performing its obligations under the Contract for more than 2 weeks, the affected party shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the other party.

For the avoidance of doubt, the Deposit shall remain non-refundable should a Force Majeure Event arise.

Non-Solicitation

The Client shall not, without UK Filmed’s prior written consent, at any time from the Commencement Date to the expiry of 12 months after the termination or expiry of the Contract, solicit or entice away from UK Filmed or employ or attempt to employ any person who is, or has been, engaged as an employee of UK Filmed in the provision of the services.

Data Protection

Both parties shall comply with all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation: (i) any data protection legislation from time to time in force in the UK including their obligations contained in the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulations relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

Assignment and other dealings

UK Filmed may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The Client shall not, without the prior written consent of UK Filmed, assign, transfer, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

Notices

1. 1. 1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at the address set out in the Proposal, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address set out in the Proposal, if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one business day after transmission.
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties

A person who is not a party to the Contract shall not have any rights to enforce its terms.

Variation

No variation of these Conditions shall be effective unless it is agreed in writing and signed by authorised representatives of both the Client and UK Filmed.

Independent Contractor

The relationship of UK Filmed to the Client will be that of independent contractor.

Entire Agreement and Non-Reliance

1. 1. 1. The Contract contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior arrangement, understanding, written or oral agreements between the parties in relation to such subject matter;
      2. The parties acknowledge that the Contract has not been entered into wholly or partly in reliance on, nor has either party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in the Contract;
      3. Each party agrees that the only rights and remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had in relation to it;
      4. All warranties, conditions, terms and representations not set out in the Contract whether implied by statute or otherwise are excluded to the extent permitted by law; and
      5. Nothing in this clause will exclude any liability in respect of misrepresentations made fraudulently.

Governing law

The Contract, 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.

Jurisdiction

UK Filmed and the Client each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Rights and Remedies

The rights and remedies set out in the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.