Services to be Provided
The scope of services is provided in your booking summary including;
Call Times (start time)
Wrap Times (finish Time)
Equipment and crew members to be provided
Payment of any monies payable to Videoed in respect of any agreement between you and Videoed shall be made to Videoed before any services are provided, if you hold an account with Videoed payment is due within seven days of the invoice being received unless we have agreed in writing specialist terms with you.
Each order processed by Videoed includes a £50 booking fee within your booking charge.
You will provide parking for the crew at the location or cover the cost of parking upon completion of the services being provided.
You may cancel your booking on the following terms;
Up to 7 days in writing before the booked services time and recieve a partial refund of 50% minus the booking fee of £50 (to cover administrative costs)
Any cancellation received with less than 7 days notice will be fully payable and no refunds given.
Any postponement of services by you will be subject to an additional £50 booking fee and availability at the discretion of Videoed and any postponement cancellation shall be fully payable.
You shall at all times fully indemnify Videoed, its employees, servants and agents against all actions, costs, claims, demands, proceedings or liabilities arising from or in conjunction with equipment, materials or any other services supplied to you by Videoed.
Loss or Damage to Equipment
You shall be responsible for the safe keeping of the equipment and ensure the environment is safe for the provided operator/ crew to operate at all times throughout the production period.
Only Videoed operators should move equipment supplied by the operator/ crew.
Should any equipment become damaged during your production period by actions other than those of our operator/ crew you shall pay to Videoed all costs for repairs along with the daily hire charge until the item can be repaired or replaced.
Video Content Contract
This Contract is between You (the “Client”) and Videoed (the “video producer”), a private limited company.
The Contract is dated [the date both parties agree].
1. PROJECT AND PAYMENT.
1.1 Project. The Client is hiring Videoed to create Video Content as per the booking summary
1.2 Schedule. Videoed will begin work on the agreed date as per the booking Dates and Times and will continue until the work is completed. This Contract can be ended by either Client or Video Producer at any time, pursuant to the terms of Section 4, Term and Termination.
1.3 Payment. The Client will pay Videoed the agreed fee on the booking summary. Videoed agrees that it is not entitled to any further fees from the Client in relation to this project unless otherwise agreed in writing by the Client.
1.4 Expenses. The Client will reimburse Videoed’s expenses which will be agreed in the booking summary.
1.5 Invoices. Videoed will invoice the Client on booking the project and payment will secure the booking. The Client agrees to pay any additional amount’s owed within 7 days of receiving the invoice. Videoed shall be entitled to charge, and the Client shall pay, interest on any unpaid amount from the due date until payment is received at a rate of 4.0% per month on the outstanding amount.
1.6 Support. Videoed will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns “Video Content” As part of this contract, Videoed is creating “Video Content” for the Client. To avoid confusion, Video Content is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Videoed works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. Videoed hereby assigns to the Client this Video Content once the Client pays for it in full. This means Videoed is giving the Client all of its present and future right, title, and interest in and to the Video Content (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the Video Content however it wants or it can decide not to use the Video Content at all. The Client, for example, can modify, destroy, or sell it, as it sees fit. Accordingly, Videoed should not register or attempt to register any intellectual property rights in the Video Content unless requested to do so by the Client.
2.2 Videoed’s Use Of Video Content. Once the Video Producer assigns the Video Content to the Client, the Video Producer does not have any rights to it, except those that the Client explicitly gives the Video Producer here. The Client gives permission to use the Video Content as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the Video Content to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Credit For The Video Content. The Client is under no obligation to give credit to the Video Producer each time it publishes the Video Content.
2.4 Video Producer’s Help Securing Ownership. In due course, the Client may need the Video Producer’s help to show that the Client owns the Video Content or to complete the transfer. The Video Producer agrees to help with that. For example, the Client may require the Video Producer to sign a copyright assignment and the Video Producer shall do this. The Client will pay any reasonable expenses for this. If the Client can’t find the Video Producer, the Video Producer agrees that the Client can act on the Video Producer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Video Producer after spending reasonable effort trying to do so, the Video Producer hereby irrevocably designates and appoints the Client as the Video Producer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Video Producer and on the Video Producer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Video Content).
2.5 Video Producer’s IP That Is Not Video Content. During the course of this project, the Video Producer might use intellectual property that the Video Producer owns or has licensed from a third party, but that does not qualify as “Video Content.” This is called “background IP”, and the parties shall agree during the project what intellectual property constitutes “Video Content” and what intellectual property constitutes “background IP”. The Video Producer is not giving the Client this background IP. But, as part of the Contract, the Video Producer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 9.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Video Producer cannot take back this grant, and this grant does not end when the Contract is over.
2.6 Video Producer’s Right To Use Client IP. The Video Producer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Video Producer to build a website, the Video Producer may have to use the Client’s logo. The Client agrees to let the Video Producer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Video Producer’s job. Beyond that, the Client is not giving the Video Producer any intellectual property rights, unless specifically stated otherwise in this Contract.
2.7 Moral Rights. The Video Producer waives any moral rights in the Video Content to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988. This means that (unless otherwise stated in this contract) the Video Producer gives up its right to be acknowledged as the author of the Video Content and also the right to object to the way the Client uses that Video Content.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Agree. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
3.3 The Video Producer promises that it owns the Video Content, that the Video Producer is able to give the Video Content to the Client, and that no other party will claim that it owns the Video Content. If the Video Producer uses employees or subcontractors, the Video Producer also promises that these employees and subcontractors have signed contracts with the Video Producer giving the Video Producer any rights that the employees or subcontractors have related to the Video Producer’s background IP and Video Content.
3.4 Videoed Will Comply With Laws. The Video Producer promises that the manner it does this job, its Video Content, and any background IP it uses comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under this contract.
3.5 Video Content Does Not Infringe. The Video Producer promises that its Video Content does not and will not infringe on someone else’s intellectual property rights, that the Video Producer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Video Producer has entered into or will enter into with someone else.
3.6 Client Will Review Work. The Client promises to review the Video Content, to be reasonably available to the Video Producer if the Video Producer has questions regarding this project, and to provide timely feedback and decisions.
3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Video Producer with material to incorporate into the Video Content, the Client promises that this material does not infringe on someone else’s intellectual property rights.
3.8 Service Standard. The Video Producer will perform its work under this contract with all due skill, care and ability.
3.9 Client Premises. To the extent that the Video Producer is required to work at the Client’s premises, the Video Producer shall comply with the health and safety policies and procedures notified to it by the Client.
4. TERM AND TERMINATION.
4.1 Term and Termination. This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Video Producer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Video Producer for the work done up until when the Contract ends and will reimburse Videoed for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 6 (Confidential Information and Data Protection); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).
4.2 Additional Termination Right. Either party may terminate this contract on written notice to the other party, if the other party is in material breach of any of the terms of this contract, and fails to remedy that material breach within 7 days after receiving a written notice from the first party requiring it to do so.
5. INDEPENDENT CONTRACTOR. The Client is hiring the Video Producer as an employee of Videoed. The following statements accurately reflect their relationship:
– The Video Producer will use Videoed’s equipment, tools, and material to do the work.
– The Client will not control how the job is performed on a day-to-day basis. Rather, the Video Producer is responsible for determining when, where, and how it will carry out the work.
– The Client will not provide the Video Producer with any training.
– The Client and the Video Producer do not have a partnership, principal-agent or employer-employee relationship.
– The Video Producer cannot enter into contracts, make promises, or act on behalf of the Client.
6. CONFIDENTIAL INFORMATION AND DATA PROTECTION.
6.1 Overview. This Contract imposes special restrictions on how the Client and the Video Producer provided by Videoed must handle confidential information. These obligations are explained in this section.
6.2 The Client’s Confidential Information. While working for the Client, the Video Producer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Video Producer promises to treat this information as if it is the Video Producer’s own confidential information. The Video Producer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Video Producer use a customer list to send out a newsletter, the Video Producer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Video Producer written permission to use the information for another purpose, the Video Producer may use the information for that purpose, as well. When this Contract ends, the Video Producer must give back or destroy all confidential information, and confirm that it has done so. The Video Producer promises that it will not share confidential information with a third party, unless the Client gives the Video Producer written permission first. The Video Producer must continue to follow these obligations, even after the Contract ends. The Video Producer’s responsibilities only stop if the Video Producer can show any of the following: (i) that the information was already public when the Video Producer came across it; (ii) the information became public after the Video Producer came across it, but not because of anything the Video Producer did or didn’t do; (iii) the Video Producer already knew the information when the Video Producer came across it and the Video Producer didn’t have any obligation to keep it secret; (iv) a third party provided the Video Producer with the information without requiring that the Video Producer keep it a secret; or (v) the Video Producer created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Client and the Video Producer each have access to confidential information that belongs to third parties. The Client and the Video Producer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Video Producer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
6.4 Data Protection. Each party shall comply with its relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in connection with this contract.
7. LIMITATION OF LIABILITY. Nothing in this contract shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party or for fraud. Each party’s aggregate liability to the other party under or in connection with this contract shall not exceed the total fee paid or payable to Videoed under this Contract, provided that each party’s liability under Section 2 (Ownership and Licenses) and Section 6 (Confidential Information and Data Protection) shall be unlimited. In addition, neither party shall be liable to the other for any loss of profits, business revenue, goodwill or anticipated savings or for any indirect or consequential loss.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or Videoed and the Video Producer or both. For example, if the Client gets sued for something that the Video Producer did, then the Client may require the Video Producer to help in its defense and/or to reimburse the Client for any losses.
8.2 Client Indemnity. In this Contract, Videoed agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable fees) related to a third-party claim or proceeding arising out of: (i) the work the Video Producer has done under this Contract; (ii) a breach by the Video Producer of its obligations under this Contract; or (iii) a breach by the Video Producer of the promises it is making in Section 3 (Representations).
8.3 Video Producer Indemnity. In this Contract, the Client agrees to indemnify the Video Producer and Videoed (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
8.4 Conduct of Claims. In respect of any indemnity claim pursuant to this Section, the indemnified party shall: (i) promptly notify the indemnifying party of the relevant claim; (ii) not make any admission or otherwise compromise or settle the claim; and (iii) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the claim.
9.1 Assignment. This Contract applies only to the Client and the Video Producer/ Videoed. The Video Producer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Video Producer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the Video Content that results from this Contract.
9.2 Mediation. If a dispute arises about this contract, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.
9.3 Modification; Waiver. To change anything in this Contract, the Client and Videoed must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a London business day at the location specified in the address for that party, or on a day that is not a London business day, then the notice is considered received at 9:00am on the next business day.
9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
9.6 Third Party Rights. A person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.
9.7 The Client agrees to these terms when making a booking.
9.8 Governing Law and Jurisdiction. The laws of England govern the rights and obligations of the Client and the Video Producer (both contractual and non-contractual) under this Contract, without regard to conflict of law principles. The courts of England shall have exclusive jurisdiction in determining any dispute (whether contractual or non-contractual) under or in connection with this contract.
9.9 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties. Nothing in this paragraph excludes either party’s liability for fraud.
10. You shall at all times fully indemnify Videoed, its employees, servants and agents against all actions, costs, claims, demands, proceedings or liabilities arising from or in conjunction with equipment, materials or any other services supplied to you by Videoed.
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