TERMS & CONDITIONS
EYES TO FILM LTD - TERMS & CONDITIONS
This Agreement is between the client being supplied a service or product
Herein referred to as "Client" AND Eyes To Film Ltd (company number 11515624) whose registered office is at 24 International House, Holborn Viaduct, London, United Kingdom, EC1A 2BN (herein referred to as "ETF Ltd").
A. ETF Ltd 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 ETF Ltd, on an independent contractor basis, to render and arrange for the carrying out of a production (the "Video") 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 ETF Ltd 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 ETF Ltd 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 sourcing of background music, unless specifically requested to be supplied by client
c) the engagement of crew and services required for the production of the Video;
d) 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,
e) additional services such as locations, wardrobe, props, special effects and cast members will be quoted in writing as an additional cost and service prior to production commencement;
f) the first version of the video will be submitted online to the client for review within 20 working days from when the final day of production ends.
g) The final deliverables will be sent to the client online 10 working days from once the first version was submitted 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 ETF Ltd.
2 POST PRODUCTION AND REVIEW OF VIDEO EDITS
2.1 ETF Ltd 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 ETF Ltd promotional material, written communication and discussions between ETF Ltd and the Client.
b) Client Approval Rights: All major content decisions in connection with the Video shall be made by Client. Failure to supply such and comply shall render rights of review and final product approval void.
d) Artistic and Creative License: Client agrees that ETF Ltd 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 ETF Ltd 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: If a review is included within the clients quotation, a first version of the video will be posted for online viewing for the Client to review and opportunity of amendment of the final product. All requests for amends must be made in writing, review page or e-mail. Additional reviews are liable to incur at the discretion of ETF Ltd 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
ETF Ltd 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 calendar days.
3 REQUIREMENTS AND SPECIFICATIONS
a) Compliance with Applicable Laws: ETF Ltd 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 ETF Productions Ltd.
d) Third Party Agreements: Any third party agreements to be executed in connection with the Production Services may be entered into by ETF Ltd in its own name provided that the terms thereof shall not conflict with this Agreement or the Approved Quote. ETF Ltd 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.
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 ETF Ltd an amount equal to:
i) the actual costs of production of the Video that are incurred by ETF Ltd 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 ETF Ltd 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 ETF Ltd within 14 days from the invoice date.
e) Invoices are sent the day after the final day of production.
5.1 ETF Ltd 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 "Eyes To Film"
b) "Eyes To Film Ltd (C) 200_". Symbol and Eyes To Film Ltd website address on every production label.
c) "Eyes To Film Ltd (C) 200__"or "Eyes To Film Ltd" or "Footage supplied courtesy of Eyes To Film Ltd" Where any other separate Eyes To Film Ltd footage is supplied for television or other promotional use.
6 COPYRIGHT & OWNERSHIP- RIGHTS OF THE PARTIES
6.1 In consideration of, and subject to, the final payment of full fees due to Eyes To Film Ltd by the Client, Eyes To Film Ltd hereby assigns to the Client with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the content.
7 DUPLICATION & DELIVERY
7.1 Eyes To Film Ltd maintains the copyright and broadcasting rights of all visual documents unless otherwise agreed in contract. Use of visual documents is subject to the Eyes To Film Ltd License Agreement. Copying in whole or in part is subject to the Terms of the License agreement.
8 REPRESENTATIONS: INDEMNIFICATION
8.1 Final production details and creativity shall be at the discretion of ETF Ltd
8.2 ETF Ltd makes no warranties or representations with respect to materials supplied by or mandated by Client.
8.3 Client shall indemnify, defend, and hold harmless ETF Ltd (and ETF Ltd 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 ETF Ltd 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 ETF Ltd 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 ETF Ltd
9 GOVERNING LAW; CAPTIONS, ETC.
9.1 This Agreement shall be governed and construed in accordance with British Law