Terms

TERMS AND CONDITIONS

THIS AGREEMENT is made the [signed date] BETWEEN:

(1) TAMSQUITE LIMITED ("TQ") trading as chrismugford.com of Treharbas, Lanteglos, Camelford, Cornwall PL32 9UT, and

(2) [commissioning client company] of [client company address] (The Client)

IT IS AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1 The following words and definitions apply:
Agreement - this agreement incorporating the terms set out below and the provisions set out in any official TQ order form;
Balance - the balance of the fees as defined in clause 4.3;
Completion - the date by which the Services are to be completed as defined in clause 3.2;
Services - the work, services and/or products as defined in clause 3.1;

TERMS AND CONDITIONS

2.1 The standard terms and conditions of TQ contained herein shall govern all contracts with the Client for the provision of work, Services by TQ to the exclusion of any terms and conditions which the Client may publish or otherwise bring to the notice of TQ or which are referred to in any correspondence between TQ and the Client or elsewhere or implied by trade custom or course of dealing.
2.2 The standard terms and conditions may be varied or excluded only by express agreement in writing and signed by both TQ and the Client.
2.3 (i) neither has relied upon any representation except where the representation is contained in writing in these terms and conditions or in the order form on the reverse hereof, and
(ii) no representation, howsoever made, by one party to the other shall form a part of this contract except where the representation is contained in writing in these terms and conditions or in the order form on the reverse hereof.

THE SERVICES

3.1 TQ agrees to provide subject to these terms and conditions, either by itself or by sub-contractors or by agents, the work, services and/or products as set out on the official TQ order form ("the Services"), and any subsequent order forms.
3.2 The order form shall contain a description of all the Services to be carried out by TQ, or sub-contractors of TQ, including:
(i) the date by which the Services are to be completed ("Completion"); and
(ii) the total of the fees TQ will charge for carrying out the Services.
3.3 Any variation to the Services must be agreed in writing and signed by both parties.
3.4 Any production services required in the provision of the Services shall be provided by sub-contractors, and TQ shall act as agents for the Client as principal in the engagement of the sub-contractors.
3.5 Editing services shall be provided so as to complete The Services and the cost of this editing shall be included in the fees. These fees shall also allow for one set of edit amendments but second and subsequent edit amendments and/or changes to the edit shall be charged at the rate of £90 per hour of editing time.
3.6 The Client shall nominate a person in its employ to act as liaison officer between the Client and TQ who will be available on the date(s) of filming at the relevant location(s).
3.7 The Client shall be responsible for informing all personnel and public at the relevant location(s) that filming will take place.
3.8 The Client undertakes that, to the best of its abilities, the relevant filming locations will be clean, tidy and otherwise suitable for filming on the specified filming day(s);
3.9 Certain materials, services and or personnel will be supplied by the Client on the date(s) of filming at the relevant location(s). These materials, services and or personnel will be pre-agreed between the Client and TQ. The Client shall then be solely responsible for ensuring that these materials, services and or personnel will be available on the date(s) of filming at the relevant location(s).

PAYMENT

4.1 No work can commence in relation to any order until the Client has paid 50% of the fees stated in clause 3.2 (ii) to TQ.
4.2 If TQ, in the course of carrying out the Services, enters into any contract with any third party whereby TQ is bound to make any payment in advance, or prior to Completion, the Client shall pay to TQ the amount to be paid by TQ on demand.
4.3 On presentation of completed Services the Client must:
(i) notify in writing the Client’s satisfaction or provide written reasons setting out the cause of the Client's dissatisfaction; and
(ii) if no written reasons setting out the cause for the Client's dissatisfaction is provided by the Client within 14 days of presentation by TQ of the completed Services to the Client, the Client shall be deemed to be satisfied with the completed Services and shall pay the balance of the fees due to TQ, which means the balance of the fees stated in clause 3.2 less sums already paid to TQ pursuant to these terms and conditions ("the Balance").
4.4 The Balance shall be paid to TQ either before the web video is downloaded by the Client or otherwise received by the Client and placed in the public domain on the Client’s or any other website, or not later than 30 days after the presentation of TQ's invoice (whichever is the sooner), which, subject to clause 4, shall not be submitted to the Client until Completion.
4.5 All sums outstanding and unpaid in relation to invoices submitted by TQ in accordance with these terms and conditions which are not paid in accordance with these terms and conditions shall be subject to interest at the rate of 4% above Lloyds Bank plc base rate.
4.6 The Client must be acceptable to our credit insurers. If our credit insurers revise or withdraw cover for a Client the full amount of TQ's fees shall become payable in advance.
4.7 If, because of any exchange rate variation, the sterling equivalent of the cost to TQ of any obligations incurred in respect of overseas services exceeds the sterling equivalent of the cost to TQ at the time that the relevant order form was agreed and signed by the Client, the Client shall pay the difference to TQ on demand.
4.8 In the event of legal proceedings in respect of overdue invoices, all legal expenses will be met by the Client.

CANCELLATION

5.1 If The Client should cancel the production, TQ will not be obliged to refund any part of the deposit in 4.1. Any repayment will be entirely at TQ discretion.
5.2 Should the cancellation occur after TQ has been notified in writing that the production is going ahead but before the initial deposit has been paid, TQ will be entitled to charge for their time at £500per day plus VAT. Any external costs will be charged at cost plus VAT.
5.3 In the event that any of clauses 3.5 to 3.8 are breached then TQ shall be entitled to charge the Client a cancellation/postponement fee equal to 25% of the fees stated in clause 3.2 (ii).
5.4 Any costs incurred over and above the pre-payment above, will be charged to The Client as per 5.2.

COPYRIGHT AND MARKETING

6.1 TQ shall assign the copyright in the Services, or any part thereof, to The Client to the extent that TQ is free to do so, on receipt by TQ of full payment free of any condition, in accordance with these terms and conditions, subject to the following:

6.2 The Client undertakes that any subsequent amendment or alteration to an edited film created as part of The Services is carried out by TQ, however minor. Under no circumstances can any third party alter an edited film or use the component rushes in any way without the express permission being given by TQ. This clause is so that TQ can maintain quality control over The Services.

6.3 Certain components of The Services may involve the use of material where the copyright is owned by a third party. Examples include, but are not limited to, music and library footage or still images. Such components will be used under licence and the terms of this licence must be adhered to.

6.4 If The Client plans to use The Services in a different way other than as originally briefed, The Client must inform TQ in the first instance for permission and clearance. Third party licence agreements will be breached if The Services are placed on additional websites or on broadcast media or sold as physical product.

6.5 No film or any component part of a film constituting part or all of The Services can be uploaded onto a third party website for re-sale or third party use.

6.6 The Client agrees to provide a written credit stating “Film by ChrisMugford.com” which shall also be a link back to “ChrisMugford.com” website from the Client’s website. This credit and link will be in immediate proximity to the Services as displayed on the Client’s website.

6.7 The Client agrees to allow TQ to use the Services for its own marketing purposes, either on its own website or in any other medium, without limitation;

PROPERTY AND RISK

7.1 The property and risk of any work or materials shall pass to the Client on the latter of full payment or Completion.
7.2 Any work or materials left in the custody of TQ shall be kept for a maximum of 1 year after Completion, after which TQ reserves the right to dispose of it without further notice;

INDEMNITY

8.1 The Client shall indemnify TQ against any loss TQ may incur as a result of any claims or proceedings brought against TQ based upon any work prepared for the Client by TQ and approved by the Client before publication or transmission;

DELAY AND LOSS

9.1 TQ shall not be liable for any delay in, or omission of, publication or transmission or any error in any of the Services, in the absence of default or neglect on the part of TQ.
9.2 TQ shall not be liable for any loss or delay in completing the Services, which is due to matters beyond the control of TQ including, but without prejudice to the generality of the foregoing, war, industrial action, lockouts, accidents, fire, blockade, import or export embargo, bad weather, natural catastrophes and civil disorder.
9.3 The Client shall notify TQ of any risk or hazard present at the filming location(s) prior to the filming date(s) so a proper risk assessment can be carried out.

CONFIDENTIALITY

10.1 TQ shall not disclose any confidential information relating to the Client, its products or services without the permission of the Client, unless the information is already in the public domain.
10.2 TQ shall treat all information relating to the Client's marketing and sales as confidential, unless it is information which is already in the public domain;

INFORMATION

11.1 The Client shall immediately on request provide TQ with objective factual evidence in support of any product claim the Client wishes TQ to make.
11.2 The Client shall inform TQ immediately if the Client considers that any claim or trade description in any material submitted to the Client for approval is false or misleading.
11.3 If TQ prepares an advertisement for pre-packed food omitting the particulars required by the Food Labelling Regulations 1984, the Client shall ensure that these particulars are contained in the label which appears on the container of such food;

NOTICES

12. The address for service of any party shall be the address stated in this Agreement, or if any other address for service has been notified to the server, to the address so notified;

MISCELLANEOUS

13.1 Any reference in these terms and conditions to the singular shall include the plural and vice versa.
13.2 The headings to the clauses in this Agreement and in the Order are for ease of reference only and shall not form any part of this Agreement for the purposes of construction.
13.3 If at any time any term or provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected;

LAW AND JURISTRICTION

14.1 These terms and conditions shall be governed by the laws of England and Wales.
14.2 Both TQ and the Client submit for the purpose of any proceedings to the non-exclusive jurisdiction of the English courts.