TERMS AND CONDITIONS

Terms and Conditions for the supply of services by UK Filmed Limited and its affiliates (“UK Filmed”).

For the purpose of these Terms and Conditions, the “Client” is the individual named and/or organisation listed in the proposal detailing the specific services to be provided, (the “Proposal”). Together with the Proposal, these Terms and Conditions govern the relationship between UK Filmed and the Client to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing and will collectively be referred to as the “Contract”.

Defined terms that are not defined in these Terms and Conditions are as set out in the Proposal. UK Filmed and the Client may be referred to each “a Party” and together “the Parties”.

Please note in particular the terms regarding Payment, the Deposit, Revisions, Liability and the importance of all Client personnel attending technical briefings

About Us

UK Filmed Limited is a limited company registered in England with company number 12096917 and registered offices at Unit 2.05 12-18 Hoxton St, London, N1 6NG.

Basis of Contract

The Contract shall come into existence upon the earlier of: (1) the Client executing the Proposal; or (2) the Client requesting, and UK Filmed providing any Services. (“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 fee quote and accompanying terms, conditions, warranties and requirements provided in the Proposal are effective for 7 days from the date UK Filmed sends the Proposal to the Client. If the Proposal is not executed by the Client within those 7 days, the fee quote, together with any related terms and conditions and/or deliverables, may be subject to change. The fee quote in the Proposal contains the anticipated project/event fees (the “Fees”). All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, the Client shall pay to UK Filmed such additional amounts in respect of VAT as are chargeable on the supply of services provided.

Timing

Provisional milestone dates and timeframes will be agreed upfront and form part of the Contract. All timelines may be subject to change based on the Client’s management of scheduling and availability of participants, and timely review and approval of deliverables.

Payment and Deposit

Save as provided below, the Fees shall be payable in two instalments as follows;
i) 50% invoiced by UK Filmed on acceptance of the Proposal by the Client, payable immediately (the “Deposit”); and
ii) 50% invoiced on completion of UK Filmed’s responsibilities in respect of the event/project or on final delivery of the digital assets (if applicable) set out in the Proposal, to be paid within 14 days of the date of such invoice (the “Balance”).

Where the total project fees are less than/equal to £5,000 (+VAT) then payment may be required in one instalment as required by UK Filmed and notified to the Client.

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

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. If the Client fails to make a payment due under the Contract then, without limiting its other right or remedies, the Client shall pay interest that will accrue at 8% a year above the Bank of England’s base rate on the overdue sum from the due date until payment of the overdue sum.

Alterations

The Client shall pay additional charges for changes or additional steps requested by Client (and which are not outlined in the Proposal or covered under the Revisions and Urgent Changes sections of these Terms and Conditions). Such 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, where possible within the relevant time frames, quote author’s alterations before beginning work. Author’s alterations requested by the Client may extend or modify the final delivery schedule.

UK Filmed reserves the right to amend the Proposal at any time if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the deliverables.

Cancellation or rescheduling of events

If the Client wishes to cancel or reschedule the date of a booked event it must give no less than 6 weeks’ notice of such request and the Client shall be liable to meet all out-of-pocket costs, including without limitation, all committed and non-recoverable costs associated with the change in, or cancellation of, the event date (“Committed Costs”). As above, the Deposit is non-refundable but may be transferred to another project at any time within 2 years of the Commencement Date, and provided the Client has provided the correct notice period and paid the Committed Costs, the Client shall not be liable for the Balance.

If the Client wishes to cancel or reschedule a booked event with less than 6 weeks’ notice of such request, in addition to the Committed Costs above, the Client shall also be liable for the following proportion of the Balance, depending on how much notice is provided:

Client Responsibilities

The Client will ensure that the terms of the Proposal are complete and accurate, obtain and maintain all necessary licences, permissions and consents which may be required and will pay the Fees.

The Client agrees that UK Filmed’s ability to execute its desired ‘best in class’ approach to its services, and by extension the resultant quality of the event/project, is dependent upon the Client complying with UK Filmed’s requests and providing reasonable access to Client’s network, premises and systems in respect of the services to be provided under the Contract.

The Client will ensure participation of relevant members of its personnel in any technical briefings UK Filmed notifies to the Client. Client agrees that UK Filmed will not be labile in any way for any issues whatsoever that arise directly or indirectly from a failure of Client personnel to attend a technical briefing.

The Client is responsible for performing the following: (a) coordination of any decision-making with parties other than UK Filmed required for UK Filmed to be able to provide its services under the Contract; (b) submittal of Client Content (as defined as part of the respective project kick-off meeting or project management process) in a form suitable for reproduction or incorporation into deliverables; and (c) final proofreading and, in the event that Client has approved the deliverables and errors (including but not limited to typographic errors, omissions, or misspellings) remain in any deliverables, the Client shall be liable for the cost of correcting such errors.

Revisions

This section applies where UK Filmed receives complete instructions to make minor edits (“Revisions”) at least 48 hours prior to the event date/project deadline as set out in the Proposal. For changes requested to any media type within 48 hours of the event date/project deadline, the Urgent Changes section, below, will apply.

Whether a requested change is a Revision or some other change is at UK Filmed’s discretion – as a guide, UK Filmed usually considers Revisions to consist of up to 10 minor edits only. If the Client requests changes that are deemed by UK Filmed in its absolute discretion to be significant, UK Filmed will provide the Client with a quote for the additional work.

Media: Video
The Client is permitted to make two rounds of Revisions requests per video at no additional cost. Any further Revisions that are requested by the Client (and are not Urgent Changes) will result in an additional charge of £100 (+VAT) per round of Revisions.

Media: Photo
The Client is permitted to make one round of Revisions requests on photos at no additional cost. Any further Revisions that are requested by the Client (and are not Urgent Changes) will result in an additional charge of £100 (+VAT) per round of Revisions.

Media: Other
The Client is permitted to make two rounds of Revisions requests on other media at no additional cost. Any further Revisions that are requested by the Client (and are not Urgent Changes) will result in an additional charge of £100 (+VAT) per round of Revisions.

Urgent Changes

Should the Client request a Revision within 2 business days (working hours 09.00 – 18.00 GMT) of the event date/project deadline (an “Urgent Change”), UK Filmed will consider this and confirm to the Client whether it is possible. If accepted, UK Filmed may charge an additional fee of up to £100 (+VAT) per change, to be invoiced on the next invoice due to the Client.

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 in connection with the Contract.

The Client shall indemnify UK Filmed in full against any costs or losses incurred by UK Filmed arising out of or in connection with any claim or complaint 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 and conditional upon full payment of all fees, costs, and expenses due to UK Filmed, UK Filmed hereby assigns to the Client all right and title in and to the final output(s) as set out in the Proposal (this does not apply to RAW files). This does not include any intellectual property (other than that contained in the final output(s) as set out in the Proposal) arising from UK Filmed carrying out its services under the Contract which UK Filmed will own in its entirety.

Art / RAW Files

Nothing in UK Filmed’s engagement or provision of the Services to the Client obliges UK Filmed to release any art or RAW files.

Electronic Storage

All project files will be digitally stored by UK Filmed for 3 months from the date of the event. Final outputs and project files will be deleted systematically thereafter. Longer periods are available by mutual agreement and at an additional Fee to the Client.

Promotions

UK Filmed retains the right to reproduce, publish, and display: (a) any and all of the deliverables; (b) the existence of UK Filmed’s relationship with the Client; and (c) the Client’s name and logo, 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

Nothing in the Contract, shall limit or exclude either Party’s liability for:
death or personal injury caused by that Party’s negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any liability which cannot be legally excluded or limited.

Subject to the paragraph above, UK Filmed shall not under any circumstances whatever be liable to the Client, 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 (“Losses”) and/or for any indirect, special or consequential loss or damage, howsoever arising.

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.

UK Filmed shall not be liable for any Losses due to: (i) changes to timelines based on Client requests for Revisions, Urgent Changes, Alterations or any other changes; or (ii) where the Client fails to comply with these Terms and Conditions or the reasonable instructions of UK Filmed.

Force Majeure

For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control and reasonable foreseeability of either Party including but not limited to natural disasters and acts of God, pandemics and epidemics, governmental action or decree, incapacitation of key personnel, power outages, internal outages and network issues, any issues concerning the software/hardware of third party providers such as Zoom, Skype, Microsoft Teams and Google Hangouts, Apple including client-related configurations that may have an impact on the services provided by UK Filmed, adverse weather and theft of key equipment.

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 save that the Client’s obligation to pay the Fee will not be affected by Force Majeure.

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.

Termination

Save as otherwise set out in these Terms and Conditions, the Contract shall continue until the fulfilment of the services under the Contract and the payment by the Client of the Fees in full.

Notwithstanding the above, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if: (i) the other Party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach with three calendar days of that Party being notified in writing to do so; or (ii) the other Party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors, being wound up or having a receiver appointed.

UK Filmed may suspend its provision of services and/or terminate the Contract with immediate effect by giving written notice to the Client if: (i) the Client fails to pay any amount due under the Contract on the due date for payment; (ii) in UK Filmed’s opinion the Client’s capability to fulfil its obligations under the Contract has been placed in jeopardy.

On termination of the Contract however occurring, the Client shall immediately pay to UK Filmed all outstanding unpaid invoices and, in respect of services provided to the date of termination but for which no invoice has yet been submitted, UK Filmed shall submit an invoice which shall be payable by Client immediately on receipt.

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).

Confidentiality

The Parties shall not at any time during the Contract and for a period of two years after its termination or expiry disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party except that each Party may disclose the other’s confidential information; (i) to its employees, officers, agents, contractors, subcontractors and advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Contract; or (ii) as may be required by law.

Assignment and Other Dealings

UK Filmed may at any time assign, transfer, sub-contract 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, sub-contract or deal in any other manner with any or all of its rights or obligations under the Contract.

Notices

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.

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.

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

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.

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.

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.

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.

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.

These Terms and Conditions were last updated on 4th January 2023.