TERMS & CONDITIONS
These terms and conditions form the basis of a Contract between two or more parties for the production of a Film whereby the supplying video producer/production company shall be known as “Simply Thrilled” and the client shall be known as “the Client”.
1. DEFINITIONS
The words below are to mean as follows:
(a) "the Proposal" shall be the synopsis and creative treatment of the Film which is provided with the quotation and forms part of the contract between Simply Thrilled and the Client.
(b) "the Film" shall be the final finished film or video(s) or any other kind of media and any associated sound recording to be produced by Simply Thrilled. This also includes training, workshops or any kind of consultation work quoted for and carried out by Simply Thrilled. This does not include the rushes or raw filmed production footage.
(c) "the Contract Price" shall be the last sum quoted in writing by Simply Thrilled to the Client.
(d) "the Production Period" shall be agreed between the contracting parties and shall continue throughout and in accordance with the Production Schedule.
(e) "the Production Schedule" shall be the agreed dates, times and locations of making the Film including pre-production and post-production.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes e-mails.
2. PRODUCTION
The Contract shall be deemed to be accepted upon the payment of the Deposit, or when the Client instructs Simply Thrilled in any manner, whether in writing, orally or by conduct, (whichever is the sooner) to provide the Film, at which point the Contract shall come into force.
After which, Simply Thrilled shall in consideration of the Contract Price produce the Film in accordance with the Proposal. Any dates quoted for performance of the Services shall be estimates only and time shall not be of the essence for the performance of the Film.
Simply Thrilled warrants that the Services will be provided using reasonable care and skill.
Simply Thrilled will use reasonable endeavours to provide the completed Film to the Client in accordance with the Production Period; but the Client acknowledges that production of a Film requires timely assistance by the Client and is dependent on any changes to the Proposal and other matters beyond the control of Simply Thrilled, including (without limitation) weather, availability of actors for use in the Film and / or delays caused by third party providers. Accordingly, Simply Thrilled will have no liability to the Client for any failure to provide the Film in accordance with the Production Period and time shall not be of the essence.
3. PAYMENT
Unless otherwise agreed in writing, the Client shall pay to Simply Thrilled the Contract Price as follows:
(A) 50% deposit on the date of commissioning the project by confirming their wish to proceed.
(B) The balance (50%) on delivery of the Film to the Client
Simply Thrilled reserves the right to:
Charge interest under the Late Payment of Commercial Debts (Interest) Act 1998;
Charge any fees incurred in recovering payment; and
Stop or postpone delivery or performance under this Contract (and Simply Thrilled will not be liable for any loss the Client may suffer as a result of application of this clause) until payment of any outstanding sums is made.
The deposit (if any) shall be paid by the Client to the Simply Thrilled; and the Producer shall have no responsibility to commence any work under this Contract until such payment is made. The deposit is non-refundable.
4. CHANGES TO THE FILM
Cancellation/Postponement
Dates for production shall be agreed in advance and confirmed by the Client in writing. Where dates are cancelled because of a request from the Client, or due to an amendment to the Proposal by the Client that results in a cancellation; Simply Thrilled may impose the following additional charges:
Within 1 week of scheduled shoot date – 25% of Contract Price; or
Within 24 hours of initial shoot date – 50% of Contract Price; or
On the day of shoot date – 75% of Contract Price; and any third party expenses (such as sub-contractors) for which Simply Thrilled shall be liable following such cancellation.
Pre-Production/Production
The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Film; provided that Simply Thrilled shall, in its absolute discretion but with discussion with the Client and giving good faith consideration to the Client's views as a professional production company, have final editorial and artistic control over the Film.
Simply Thrilled shall carry out such changes to the Film as the Client reasonably requires and the cost of such changes shall be borne by the Client. An example might be if such changes arise as a result of the Client's desire to depart materially from the Proposal.
The additional cost of any changes will be quoted in writing by Simply Thrilled to the Client and agreed between the parties before the additional work takes place. The same payment terms (3.) will apply.
Post production
Simply Thrilled will present the edited Film to the Client via an online screener or in person for the Client's consideration. Simply Thrilled will allow for 2 rounds of minor amendments to the Film. Hereafter, cost of amendments to the Film will be borne by the Client.
The additional cost of any changes will be quoted in writing by Simply Thrilled to the Client and agreed between the parties before the additional work takes place. The same payment terms (3.) will apply.
If the Client does not request amendments within 14 working days, acceptance shall be deemed to have occurred and the Film accepted.
Transfer of rushes
Delivering raw unedited footage (rushes) to the client will incur a flat fee of £250. Transfer can be made online via a cloud service or in person.
5. COPYRIGHT AND OTHER RIGHTS
(a) Simply Thrilled retains all present and future copyright in the Film and all other rights in the Film until the Contract Price has been settled by the Client in full.
(b) Simply Thrilled will transfer all present and future copyright in the final finished Film and all other rights in the Film to the Client when the Contract Price has been settled by the Client in full.
(c) Simply Thrilled will legally obtain all additional releases, permissions and licenses, including but not restricted to, artistes’ performance, music composition, illustration and animation, that govern production of the Film. Simply Thrilled will transfer all rights, obligations and responsibilities for such additional releases, permissions and licenses to the Client when the Contract Price has been settled by the Client in full.
(d) Simply Thrilled will retain copyright to all footage obtained for the production of the Film (also known as ‘rushes’ or ‘raw footage’) where the footage does not include the Client’s proprietary information ie models or products belonging to the client and the footage is not intended for confidential or solely internal usage.
6. PROMOTION OF THE COMPANY’S BUSINESS
The Client agrees that the Film will form part of the archive of works of Simply Thrilled and that Simply Thrilled may use the Film for the purposes of promoting its own business. This includes alternate or ‘Director’s cut’ versions of the Film.
7. MORAL RIGHTS
The Client acknowledges that Simply Thrilled asserts its moral rights generally in respect of the Film under the Copyright Design and Patents Act 1998 and in particular to be credited as producer.
8. WARRANTY
The Client warrants to and undertakes with Simply Thrilled that it has full title and authority to enter into a contract with Simply Thrilled and is not bound by any previous Contract which adversely affects this Contract.
9. INDEMNITY
Simply Thrilled shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any breach of this Contract.
Simply Thrilled shall not be liable for:
Any loss of profit or any indirect or consequential loss, loss of goodwill, claim for loss of publicity or opportunity to enhance the reputation of the Client even if Simply Thrilled delays or abandons production of the Film; or
Any loss, damage, costs, expenses or other claims for compensation arising from any materials supplied by the Client to the Producer or instructions supplied by the Client which are incomplete, incorrect, inaccurate or illegible, or arising from late arrival or non-arrival, or any other fault of the Client
10. INSURANCE
Simply Thrilled agrees to provide adequate public liability insurance.
The Client agrees that if it provides facilities or equipment for the purpose of making the Film these are provided entirely at the Client's risk. The Client is advised to maintain adequate employers’ insurance and public liability and property damage insurance in respect of the same.
11. CONFIDENTIALITY
Each party shall not except as authorised or required by its duties hereunder use, divulge or communicate to any person, persons or company any confidential information which may come to its knowledge during the production of the Film and shall keep with complete secrecy all Confidential Information entrusted to that party and shall not use or attempt to use any such information in any manner which may cause loss to the other.
12. NO PARTNERSHIP OR EMPLOYMENT
This Contract shall not be deemed to create any partnership or employment relationship between the parties
13. DATA PROTECTION ACT
Both parties undertake that they will comply in all respects with its obligations under the Data Protection Act 1998 or equivalent legislation.
14. RESTRICTIONS
During the course of this contract and for a period of 6 months afterwards, neither party shall be permitted to solicit the staff and personnel of the other party.
15. CLIENT MATERIAL
The Client undertakes that it shall not supply Simply Thrilled with any material that infringes any third party rights or is offensive, obscene, defamatory or inflammatory and Simply Thrilled gives no warranty and explicitly and unequivocally excludes all liability for all and any material supplied to it by Client or contained within the Film on the Client’s instruction.
16. THIRD PARTY TRANSFERS
Neither party shall assign, transfer, charge or make over this Contract or any of its rights or obligations without the written consent of the other.
17. FORCE MAJEURE
In the event that this Contract cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of either party including war, industrial action, floods, Acts of God, then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Contract. In the event that this Contract cannot be performed or its obligations fulfilled for any reason beyond either party's control for a continuous period of 3 [three] months, then either party may at its discretion terminate this Contract by notice in writing at the end of that period.
18. TERMINATION
In addition to any other rights and remedies at law this Contract may be terminated by giving written notice to the other party in the event that:
(a) the Client has failed to account or make payments as required under this Contract whether demanded or not;
(b) the Client or Simply Thrilled has committed a material breach of its obligations under this Contract unless such party rectifies the position as far as reasonably possible within thirty days;
(c) either party goes into voluntary or involuntary liquidation.
19. CLAUSE HEADINGS AND APPENDICES
The clause headings in this Contract are for information only and do not form part of this Contract. The appendices [including the Proposal and the quotation(s)] form part of this Contract and shall have the same full force and effect as is expressly set out in the body of this Contract.
20. SEVERANCE
If any provision of this Contract shall be prohibited by, or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent required be severed from this Contract and rendered ineffective as far as possible, without modifying the remaining provisions of this Contract and shall not in any way affect any other circumstances or the validity or enforcement of this Contract.
21. GOVERNING LAW
This Contract shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.