Terms & Conditions–RJD Morgan Ltd [videoSweet]
This Agreement is between the client being supplied a service or product herein referred to as “Client” AND RJD Morgan Ltd
30 Westview Road, Keynsham, Bristol, BS312UA
Herein referred to as “RJD Morgan Ltd”
A. RJD Morgan Ltdis 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 RJD Morgan Ltd, on an independent contractor basis, to render and arrange for the carrying out of 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 RJD Morgan Ltdhereby 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 RJD MorganLtdpromotional 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 RJD Morgan Ltd to confirm that recording may begin
c) the preparation and production of background music unless specifically requested to be supplied by the 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/AV Service(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 the client within approximately 28 days from the final day of the 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 the client and/or other circumstances beyond the control of RJD Morgan Ltd.
2 POST PRODUCTION AND REVIEW OF VIDEO EDITS
2.1 RJD Morgan Ltdagrees 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 RJD Morgan Ltd promotional material, written communication and discussions between RJD Morgan Ltd and the Client.
b) Client Approval Rights: All major content decisions in connection with the Video shall be made by the 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: RJD Morgan Ltd will endeavour 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 RJD Morgan 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 RJD Morgan Ltdas 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 anyfurther 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 USB or Harddrive(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 RJD Morgan 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 with review clauses above will void any other rights of first review, amendment or use of the final product by client. Storage of Footage / Hard Drive SpaceRJD Morgan 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 days.
3 REQUIREMENTS AND SPECIFICATIONS
a) Compliance with Applicable Laws: RJD Morgan 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 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 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 the 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 the distribution of notice of filming. Such forms are available from RJD Morgan Ltd.
d) Third Party Agreements: Any third party agreements to be executed in connection with the Production Services may be entered into by RJD Morgan Ltdin its own name provided that the terms thereof shall not conflict with this Agreement or the Approved Quote. RJD Morgan 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 RJD Morgan Ltdan amount equal: i) the actual costs of production of the Video that are incurred by RJD Morgan 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 RJD Morgan 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 RJD Morgan within 30 days of filming and/or prior to delivery of the final product whichever is sooner unless otherwise specified and agreed between Client and RJD Morgan Ltd.
5.1 RJD Morgan 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 “AnRJD Morgan Ltd [or Subsidiary/trading name] Production”
b) “AnRJD Morgan Ltd [or Subsidiary/trading name] production (C) 200_”. Symbol and AnRJD Morgan Ltd [or Subsidiary/trading name] website address on every production and productlabel.
c) “AnRJD Morgan Ltd [or Subsidiary/trading name] (C) 200__”or “AnRJD Morgan Ltd [or Subsidiary/trading name] ” or “Footage supplied courtesy of RJD Morgan Ltd [or Subsidiary/trading name] ” Where any other separate RJD Morgan Ltd [or Subsidiary/trading name] footage is supplied for television or other promotional use.6 COPYRIGHT & OWNERSHIP-RIGHTS OF THE PARTIES6.1 In consideration of, and subject to, the final payment of full fees due to RJD Morgan Ltd by the Client, RJD Morgan 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 FILE / VIDEO PUBLISHING & DELIVERY
7.1 RJD Morgan Ltd maintains the copyright and broadcasting rights of all visual documents unless otherwise agreed in contract. Use of visual documents is subject to the RJD Morgan LtdLicense 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 RJD Morgan Ltd.
8.2 RJD Morgan 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 RJD Morgan Ltd (and 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 RJD Morgan 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 RJD Morgan 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 RJD Morgan Ltd
9 GOVERNING LAW; CAPTIONS, ETC.
9.1 This Agreement shall be governed and construed in accordance with British Law