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.
5.1 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