Standard Terms of Business of Service

Our Standard Terms of Business as stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means.  This document shall be taken as an agreement between the Client and Profilmmaker under UK law.

1. Definitions & General Terms

These Terms and Conditions apply to all video, audio or other digital media productions created by Profilmmaker (“us”, “we”, “our”), for you the Client, including all moving and still images and sound recordings of whatever form.

2. Pre-production requirements

It is the Client’s responsibility to obtain all necessary permissions including but not limited to performances, branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other copyrighted material which will form part of the final production.
No liability will be accepted by us for any delays or failure to deliver the agreed product if caused by any element which is the Client’s responsibility.
Where copyright material is provided by the Client for incorporation into a product produced by us, permission must be obtained from the original copyright owner / material provider by the Client.
The Client undertakes to indemnify us against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.
A Production Brief will be provided to the Client and the Client must agree to the brief before production work begins.

3. Production and post-production

All works undertaken will be as per our written quotation and based upon the agreed Production Brief. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our current daily rates.
Clear access for video and sound capture shall be arranged and managed by the Client. If filming venues are being organised by the Client, it is the Client’s responsibility to ensure that our production crew and supporting personnel have clear access to all relevant locations required throughout the day. Delays in production as a result of inadequate access or facilities may incur additional charges.
We take Health & Safety matters seriously and we reserve the right in all instances to remove any of our personnel and / or equipment from a location if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behaviour. If the location or venue where this occurs has been organised by the Client, then the Client will be fully liable for any costs incurred or subsequently arising as a result. We will observe the site safety rules at all times and will liaise with the appropriate Responsible Person(s) named in the Production Brief.

4. Insurance

We carry public liability insurance cover of two million pounds. A copy of our insurance certificate can be provided on receipt of a request to our offices. Extended or upgraded specific project insurance cover can be provided if required upon request, provided this is agreed at the time of booking and included in the Production Brief.

5. Adverse weather conditions

In the event of inclement weather which in our opinion would pose a risk to health & safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.

6. ‘Client delays’

In the event of filming being delayed or aborted due to the Client’s failure to adhere to the agreed dates, times, access, facilities, organisation or any other matter specified in the Production Brief, we reserve the right to re-schedule the affected days of filming and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming day(s).

7. Cancellation or postponement by Client

A cancellation or postponement is defined as a rescheduling of the production to a later date, whether specified or not, or a total cancellation of the project.
If we or our suppliers, block out a specific period of time with the agreement that it represents a firm commitment from the Client, then we will make no further efforts to sell the time. If the job is cancelled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents our only source of income.
(a) CANCELLATION AND POSTPONEMENT: FILM OR DIGITAL VIDEO PRODUCTION:
If notice of cancellation / postponement is given to us:
i) ONE TO FIVE WORKING DAYS prior to the commencement of the shoot, the Client will be liable to reimburse us for:
• All out-of-pocket costs;
• Full director’s fee as bid; and
• Full production fee on the job as bid;
ii) SIX TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to reimburse us for:
• All out-of-pocket costs;
• Not less than 50% of director’s fee as bid; and
• Not less than 50% of production fee on the job as bid;
iii) MORE THAN TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to reimburse us for:
• All out-of-pocket costs;
• Not less than 25% of the director’s fee as bid; and
• Not less than 25% of the production fee on the job as bid;
(b) CANCELLATION AND POSTPONEMENT: CGI OR ANIMATION PRODUCTION:
If notice of cancellation / postponement is given:
i) MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to reimburse us for the full cost of the job as a bid;
ii) IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to reimburse us for:
• All out of pocket costs, including the expense of all staff and freelance labour attached to the project. This expense will include full payment through the original completion date if that labour is not re-booked by the company, or, in the case of the freelance labour, not able to re-book itself on another project.
• Full creative fees as bid
• Full production fee on the job as bid;
iii) IN THE FIRST QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to reimburse us for:
• All out of pocket costs, including the expense of all staff and freelance labour attached to the project. This expense will include full payment through the original completion date if that labour is not re-booked by the company, or, in the case of the freelance labour, not able to re-book itself on another project.
• Not less than 50% of creative fees as bid
• Not less than 50% of the production fee on the job as bid. 

8. Equipment substitution

In the event that we experience equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.

9. Approval / amendments of draft edit

Under normal circumstances one ‘first cut’ edit will be available for the Client for review and comment. The number of sets of revisions to be incorporated within the agreed project cost is listed in this agreement, provided that any revisions or amendments fall within the original agreed brief. Additional revisions are subject to additional charges as set out in this agreement.

10. Project duration and delivery

Any indication given by us of a project’s duration is to be considered by the Client to be an estimation. We will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. In all cases our liability will be limited to the agreed total cost of the project, less any costs incurred by us for any work already done on the project provided such work is within the agreed Production Brief. We will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

11. Copyright

We assert our full rights as copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by us and is protected under UK law.

12. Usage licence – rights to the use of project content

Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies us against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material
We retain all rights to the usage of footage captured during the production of any Client-commissioned project including, but not limited to, the rights to use any footage and related files from any Client-commissioned project in our showreels and for other promotional purposes.
Provided that all monies due to us from the Client have been received as cleared funds in our bank account, and provided that the Client is not in breach of anything contained in these Terms and Conditions the Client is granted a perpetual usage licence relating to the video material in its delivered form. We do not give permission for any material to be altered, edited or used as part of another production, unless this is expressly agreed in writing.
We retain the right to use any of our copyright material for any legal purpose, including its use within projects for other clients unless:
(a) we have granted an exclusive licence to the Client or;
(b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client or other third party.

13. Payment

Our payment terms are laid out in this agreement. The final payment is due strictly 30 days from date of final invoice and in the event of an order being confirmed the Client accepts these terms.
We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998. E & OE.
We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. We reserve the right to withhold delivery and any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use our copyright material under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.

14. Publicity Guidelines

Unless we have granted the Client an exclusive license to the video material in its delivered form and until we are notified in writing by the Client, we and our sub-contractors each have a license to use finished media(s) for promotional purposes.

15. Termination

Either party may terminate this agreement by providing written notice of termination and reasons thereof to the other party.
In the event of termination of this Agreement by Client except:
where we are in material breach of this agreement and we fail to rectify that breach within 21 days of receiving written notice of the breach from Client;
or in the event of termination by us because Client is in material breach of this agreement, and similarly fails to rectify that breach;
or Client has delayed, postponed, aborted, cancelled or been unable to provide, dates, times, access, facilities, organisation or any other resource required in the Production Brief, within a reasonable amount of time;
or the Agreement is terminated within the cancellation or postponement periods set out in Clause 7
the Client shall pay to us within 10 working days of the effective date of such termination:
(a) in consideration of us forgoing other business opportunities in anticipation of the services that otherwise would have been provided to Client pursuant to this Agreement, a termination fee equal to 15% of the total unpaid amounts of any service fees;
(b) any undisputed amount set forth in any invoices delivered and
(c) in consideration of any costs already incurred by us in anticipation of the services that otherwise would have been provided to the Client.

16. Obligations on Termination

All property in the possession of either of the Parties belonging to, or supplied by, one of the other Parties, if any, shall be, on request, returned, deleted or destroyed.

17. Confidentiality

Except as required by law or with the prior consent of the opposite party, neither party shall at any time use or disclose to any person any confidential information about the business or affairs of the opposite party or any of their business contacts, or about any other confidential matters which may come to their knowledge., without the express permission of the opposite party. For the purposes of this Clause 17, confidential information means any information or matter which is not in the public domain and which relates to the affairs of either party or any of their business contacts.

18. Force Majeure

We shall not be liable for any failure to perform its obligations under this Agreement if such failure arises, directly or indirectly, out of any acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within our possession or reasonable control (including, but not limited to, delays or destruction of electronic data or information resulting from failures of hard drives, storage disks, thumb drives or other such digital media memory cards on which such information was held), denial of service attacks, incompatibility of Client’s equipment or software with our equipment or software, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties.

19. Entire Agreement and Modification

This Agreement and any Addenda attached hereto shall constitute the entire agreement between us and the Client. Any amendment hereto must be in writing and signed by each party. 

20. No Waiver

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights. 

21. Enforceability

If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions. 

22. Disputes

The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between them or their appointed representatives.

23. Applicable Law

This Agreement (including any non-contractual matters and obligations arising there from or associated therewith) shall be governed by, and construed in accordance with, the laws of the United Kingdom.