Definitions and Interpretation
The “Company”: Make it Media Limited (Trading as Business Video Experts), a company incorporated in England and Wales under No. 08067542 whose registered office is at Imogen House, 37 Moorbridge Road, Bingham, Nottingham, NG13 8GG;
The person, business or organisation that agrees to employ the services of the Company.
means, date of commencement on the invoice
means, information in respect of an individual or company relating to:
the finished product, in most cases a video production, delivered under licence by the Company to the Client for use in accordance with the project scope outlined in the invoice.
means, the amount to be paid by the Client to the Company in consideration of the invoice for Services provided;
means, any patent, registered or unregistered trade mark or service mark, copyright, registered design or mark, any application for any of the foregoing, any right in respect of technical or commercial information and any other form of protection;
“Locations and Premises”
means, the locations and premises as set required by any Production Stage.
means, adequately skilled, trained and capable individuals / freelancers provided by, but not necessarily employed by, the Company to perform, or to assist the Company in performing, the Services for the Client;
means a separate distinct stage of production, including for example, but not limited to: filming, addition of subtitles or headers, effects and editing.
“Programme or Expertify® Programme”
means the services and materials provided by the Company as part of the Expertify® Programme “Services”
means, services as the Client may reasonably request of the Company
means, a day (not being a Saturday, Sunday or public holiday), consisting of not less than 7 Working Hours;
|means, an hour of actual work exclusive of meal breaks;|
means, each period of 365 (or in the case of a leap year, 366) days beginning on the Commencement Date and any anniversary of that date during the continuance of this Agreement.
a.1. Unless the context otherwise requires, each reference in this Agreement to:
a.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by telex, facsimile transmission, email or similar means;
a.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
a.1.3 “this Agreement” or to any other agreement or document referred to in this Agreement means this Agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and includes the schedules;
a.1.4. Clauses and Schedules are references to Clauses and Schedules of and to this Agreement and references to Sub-Clauses and Paragraphs are, unless otherwise stated, references to Sub-Clauses or Paragraphs of the Clause or Schedule in which the reference appears.
A. The Company is engaged in business offering services in relation to video, filming, production, editing and associated matters and is willing and able to provide its services to the Client for the period contemplated by this Agreement;
B. The Client wishes to benefit from certain skills and abilities of the Company;
C. The Client has offered and the Company has accepted engagement, on the following terms.
(1.1) The Company undertakes to the Client that it will:
(1.2) The Client agrees to indemnify and keep indemnified Make it Media Limited (t/a Business Video Experts), and hold them harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to work or services provided. The Company is not liable for any loss that may occur before, during or after the Programme and Services undertaken. The Client also agrees and understands that the Company cannot be held responsible for any delays, errors or losses arising as a result of any third party.
(1.3) The Client undertakes to the Company that it will:
(2.1) The Company is to provide seven (7) pre-defined filming and group dates over a 12 month period.
(2.2) If the Client does not receive the Services defined within the full Programme (i.e. if they don’t turn up, not organising for filming days, late for filming dates, miss script deadlines, etc), and the Company is not at fault, the Client is still liable to pay the full price of the Programme.
(2.3) During each of the group filming dates, the Client is provided with two (2) hours to record their content, totalling a maximum of eight (8) video clips, up to three (3) minutes long each.
(2.3.1) If the Client misses any pre-defined filming sessions, they have the opportunity to book one (1) predefined “Quarterly Overflow Filming Day” provided by the Company, free of charge.
(2.3.2) Quarterly Overflow Filming Day time slots are available on a first come, first served basis. There will be a maximum of five (5) time slots available, of a maximum two (2) hours per time slot. A Quarterly Overflow Filming Day will be provided by the company once every three (3) months.
(2.4) To book more than one slot on a Quarterly Overflow Filming Day throughout the year, the Client agrees to pay an additional Fee. Only once payment has been received will the booking be considered by the Company. Confirmation of the booking will be at the full discretion of the Company and subject to availability. Clients that have not used their inclusive Quarterly Overflow Filming Day time slot will be given first priority wherever possible.
(2.5) Each video clip Deliverable under the three (3) minute time limit is counted as one (1) video clip towards the total video clip allowance..
(2.5.1) The Client is permitted a limit of 56 video clips of up to three (3) minutes in length each.
(2.5.2) The Client is allowed by the Company to combine individual video clip allowances into a merged clip. For example, a single nine (9) minute video clip would use three (3) of their total allowance limit.
(2.6) Should the Client not be able to complete the recording of their 56 videos within the allocated time slots, the Company are not obliged to provide any more production Services.
(2.7) The pre-defined dates of the Programme are fixed and the Client accepts that if they do not attend, the Client will lose the associated Services for those dates and no refund will be given by the Company.
(3.1) The Company warrants to the Client that in entering into this Agreement and providing the Services or any other obligations arising under the Agreement, it shall not be in breach of any contract or other obligation.
(3.2) The Client is offered a 30-day money-back guarantee by the Company, which expires 30 days from the date the Client is first accepted in writing onto the Programme.
(3.3) If certain production Deliverables are not possible, and the Company is at fault, it is the Company’s duty to replace it with another Deliverable of which the Company deems of equivalent value. This is at the full discretion of the Company.
(4.1) During the period of this Agreement the Client shall pay to The Company:
(4.1.1) the Fees (together with value added tax as appropriate) as they fall due in accordance with the received invoices for the Programme; and
(4.1.2) such additional amounts (if any) as are from time to time to be agreed between The Company and the Client, having regard to any Services provided by the Company in addition to the initially agreed Services. These additional amounts shall fall due immediately upon presentation of an invoice for such additional amounts.
(4.2) The Client shall reimburse the Company for any additional expenses properly incurred in the provision of the Services which are in addition to the existing Programme.
(4.3) The Company shall submit to the Client invoices and receipts:
(4.3.1) for the Fees and additional amounts payable under Sub-clause 4.1.2; and
(4.3.2) and for any expenses incurred under Sub-clause 4.2 immediately upon presentation of such invoice or receipt.
(4.4) When the Client opts to pay monthly, the Client agree to the Fee being taken automatically by Direct Debit payment.
(5.1) If the Client fails to make any payment due to the Company under Clause 4 by the date it falls due, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
(5.1.1) suspend all work pending payment;
(5.1.2) in the case of repeated late payment, require the Client to pay, in full, for the remainder of the Programme in advance; terminate this Agreement by giving written notice to the Client provided that the Client fails to make the due payment within 5 Working Days after receiving written notice giving full particulars of the payment due and requiring such payment to be made within 5 Working Days;
(5.1.3) Charge the Client interest (both before and after judgement) on the amount unpaid, at the rate of eight per cent per annum above Bank of England Base Rate from time to time until payment in full is made (a part of a week being treated as a full week for the purpose of calculating such interest).
(5.1.4) In the case of a monthly payment plan, immediately cease all Production work related to the Services and disable any Deliverables, pending the Client bringing payments up to date;
(5.1.5) In the case of a monthly payment plan, in the event that an installment falls overdue for more than 28 days, the Client loses its right to pay by installments and the Company is at liberty to call in and, if necessary, commence debt recovery proceedings in respect of the entire balance of sums due.
(5.2) Should the Client Direct Debit payment be declined or returned unpaid, the Client will incur an additional charge of £49+VAT and your bank may also charge a fee.
(6.1) Full copyright and ownership of all work will reside with the Company until full payment for the Programme has been received, at which point the Company will surrender to the Client all claims of ownership and full copyright for final work produced (not including project files, concepts, options, files, raw footage or documents developed throughout the process). This agreement is subject to the Company’s right to use the work for self-promotion in its portfolio, in presentations, in advertising, in print and online.
(6.2) Unless agreed to the contrary between the Client and the Company, Deliverables may only be permitted for use on websites, online and general offline marketing purposes. This may, however, be dependent on Third Party licensing rules where limited commercial use applies. Deliverables cannot be used for broadcast (including, but not limited to: television, cinema or radio) use unless agreed in writing between the Client and the Company, and any relevant additional Third Party licences paid for by the Client. The Client and the Company hereby agree that such use shall only be permitted by the Company subject to the agreement of additional licensing terms under a separate contract.
The Client is liable for any breaches of all third party licence terms (and restrictions) on Deliverables provided by the Company.
(6.3) The Client agrees that the Company is not liable for breach of any third party permissions and licences beyond the time when the Client uses any Deliverable provided by the company. The Client is fully responsible to pay for any recurring third-party licensing costs to enable them to continue to use the Deliverables beyond any initial expiry dates. Third party licences include, but are not limited to: music tracks, motion graphics, stock images, stock footage, and voiceover.
(6.4) The Company is not liable for misuse of copyright, for any materials provided to them by the Client to support and/or be included in the final Deliverable. The Company assumes the Client has full copyright and permission to use any asset (e.g. image, footage, illustration, branding assets, etc) that the Client provides to the Company, and the Client is aware that they are fully responsible for permission to use such materials.
(7.1.) The Company does not give any guarantee or warranty with regard to results or profits that the Client experiences as a result of the Services provided.
(7.2.) The Client agrees that the decision to enter into this Agreement has been taken solely on the basis of personal judgement and experience. Accordingly, no representation, warranty, inducement or promise, express or implied, has been made by the Company or relied upon by the Client in entering this Agreement.
In this Clause, the “Act” means the Data Protection Act 1998 and, where appropriate, terms used in this Clause shall have the meanings ascribed to them in the Act.
(8.1) In the event that the Company has access to personal data held by the Client for any reason or is provided or supplied with personal data by the Client for any purpose, The Company shall and shall make best endeavours to procure that the Operatives shall:
(8.1.1) use and/or hold the personal data only for the purposes and in the manner directed by the Client;
(8.1.2) not otherwise modify or amend or alter the contents of such personal data or disclose or permit the disclosure of such personal data to any third party unless specifically authorised in writing by the Client;
(8.1.3) take all such reasonable steps, as may be necessary to safeguard such personal data; and
(8.1.4) comply in all respects with the Act and not do or permit anything to be done which might jeopardise or contravene the terms of the Client’s registration under the Act.
(9.1) Subject to clauses 9.2 to 9.7 below, and unless specifically noted to the contrary, this Agreement shall continue from the Commencement Date until the full Programme has been delivered to the Client.
(9.2) The Client may terminate this Agreement at any time with immediate effect by giving written notice to the Company if the Company:
(9.2.1) commits any breach of these terms and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days after receiving written notice by the Client giving full particulars of the breach and requiring it to be remedied;
(9.2.2) becomes permanently incapable of providing the Services; or
(9.2.3) goes into liquidation (other than for the purposes of amalgamation or reconstruction), has a receiver appointed over a significant part of its assets, enters bankruptcy or an IVA or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Company.
(9.3) The Company may terminate this Agreement at any time with immediate effect by giving written notice to the Client if the Client:
(9.3.1) commits any breach of this Agreement, excluding any breach occurring under Clause 5, and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days’ after receiving written notice by the Company giving full particulars of the breach and requiring it to be remedied; or
(9.3.2) goes into liquidation (other than for the purposes of amalgamation or reconstruction), has a receiver appointed over a significant part of its assets, enters bankruptcy or an IVA or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Company.
(9.4) For the purposes of Paragraphs 9.2.1 and 9.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance.
(9.5) The Company reserves the right to terminate this Agreement on grounds that it considers (in its opinion) that the Client is setting unreasonable demands, The Client shall not be entitled to any Deliverables in such circumstances and shall not be entitled to use any drafts or early cuts.
(10.1) Each party to the Agreement shall at all times use its best endeavours to keep confidential (and to procure that its Operatives, employees, and agents shall keep confidential) any Confidential Information which it or they may acquire in relation to the business and affairs of the other party to this Agreement and shall not disclose such information except with the written consent of that other party or in accordance with the order of a court of competent jurisdiction.
(10.2) The obligations of each of the parties contained in Sub-clause 10.1 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any party of its obligations contained in this Agreement, provided that nothing contained in Sub-clause 10.1 shall prevent any party to this Agreement from disclosing any such information to the extent required in or in connection with legal proceedings arising out of this Agreement.
(10.3) The Client agrees to keep confidential any access given to online and offline training materials or Services that are offered as part of the Expertify® Programme.
(11.1) If either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated), the failure of editing software or any other third party systems, failure of storage devices, extreme weather, power outages, failure of ISP or telecoms, the party unable to fulfil its obligations shall immediately give notice of this to the other party and shall do everything reasonably in its power to resume full performance.
(11.2) Subject to Sub-clause 11.1 above neither party shall be deemed to be in breach of its obligations under this Agreement.
(11.3) Each party shall not be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in relation to a Force Majeure event.
(11.4) If and when the period of such incapacity exceeds 6 months (or by the very nature of the Force Majeure event, is incapable of rectification) then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
12, Relationship of Parties
Nothing in these terms shall render the Company or the Operatives an employee, agent or partner of the Client and neither the Company nor the Operatives shall hold themselves out as such.
If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
This Agreement is personal to the parties and neither party may assign, mortgage, charge (otherwise than by floating charge), or sub-license any of its rights hereunder.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of these terms, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.