TERMS AND CONDITIONS
Visionary Pictures Limited, company number 13105206, provides video content production, strategic and activation services from their registered office at 128 City Road, London, EC1V 2NX.
These Terms and Conditions govern the supply of Services to the Client as identified and agreed within the Scope of Work.
1.1 The following words cited within these Terms shall have the meanings listed below:
Acceptance Date: the date on which the Client notifies Visionary Pictures in accordance with the Agreement that it accepts, as satisfactory, the Deliverables after which Final Fees become immediately payable and due.
Agreement: the video production agreement between Visionary Pictures and the Client in respect of the Services supplied by Visionary Pictures in the development of the Deliverables, made in accordance with the Terms (2.1) and incorporating the Scope of Work and these Terms.
Archive Fee: the fee set out in the Scope of Work pertaining to archival services for the final Video and Edit Files subsequent to the Initial Archive Period (12.2).
Brief: the completed video brief, that is attached to the Scope of Work.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client: the individual or corporate entity for whom any Video is commissioned as identified in the Scope of Work.
Commencement Date: the date at which Visionary Pictures begins the supply of Services outlined in the Scope of Work.
Confidential Information: proprietary information or information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates, including information relating to the party’s business operations, strategies, pricing, marketing and information relating to the methodologies used to create the Deliverables or any of their constituent parts, commercial or technical know-how, any and all of the foregoing information pertaining to either party’s clients and suppliers.
Costs: the costs and expenses, including any Third-Party costs (if known), outlined in the Scope of Work.
Deliverables: any deliverables described in the Scope of Work, including the Video but excluding the Edit Files.
Delivery: the date of submission of the deliverables to the Client by Visionary Pictures.
Edit Files: the files which are created by Visionary Pictures after the rushes phase and before the final production of the Video, which can show or from which can be deduced the editing processes and methodologies used by Visionary Pictures to create a Video.
Equipment: any camera, lens, tripod, dolly, track, technocrane, sound equipment such as microphones, mixing desks used in the making of a production or other such equipment supplied by Visionary Pictures, used directly or indirectly with the provision of the services.
Estimate: a projected estimated Cost developed in line with the Brief inclusive of a Production Fee, that is attached to the Scope of Work.
Final Fees: the final 50% of Costs, adjusted to include any outstanding Cost arising from changes made to the Deliverables outside the purview of the Scope of Work.
Initial Archive Period: The initial period six months after the Acceptance Date in which Visionary Pictures shall archive any Video, Edit Files or Deliverables (12.1).
Intellectual Property Rights: all vested, contingent and future intellectual property rights including but not limited to rights in confidential information, copyright, trademarks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, software and hardware, data and processes, design rights, patents, trade secrets, inventions, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.
Interim Fees: an initial payment of 50% of agreed Estimate Costs, payable prior to the Commencement Date.
Pre-Production Pack: the collected materials prepared by Visionary Pictures which is delivered or presented to the Client before the Shoot Date which details, amongst others, the cast members, location(s), props, costumes, scripts and a detailed breakdown of the Services for the Shoot Date.
Pre-Production Meeting: the meeting where the Pre-Production Pack is made available to the Client, or the Representative of the Client.
Production Fee: a compulsory 20% charge in addition to the projected Cost of any Service.
Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video during the Term, as attached to the Scope of Work.
Purchase Order: a document with a designated code generated by the Client to confirm the Costs within the Agreement prior to the invoicing of either the Interim or Final Fee. This entails the full amount attached to the code, payment terms and contact and bank information for both parties.
Rushes: any and all unedited footage captured on any Shoot Day.
Services: any substance, article, product(s), operator, crew, creative work such as designs, scripts, treatments or edits both audio and visual supplied by Visionary to a Client, as outlined in the Scope of Works, including the creation of the Deliverables.
Shoot Date: a specific date scheduled for the capture of content in the form of Rushes specified in the Production Schedule.
Scope of Work: a document provided by Visionary Pictures to the Client which outlines the expected Services, as inferred by the Brief, which includes the Treatment, the Production Schedule and the Estimate.
Term: the period from the Commencement Date of the Agreement until the Acceptance Date or, if earlier, the termination of the Agreement.
Terms: these Terms and Conditions.
Third Party Materials: any materials identified in the Scope of Work which are owned or licensed by a third party and used in connection with the Deliverables.
Treatment: the key creative features of the Video proposed and provided by Visionary Pictures, set out in the Scope of Work.
Video: the video to be produced by Visionary Pictures as provided for in the Scope of Work edited from any footage from any Shoot Date including all rushes, if applicable.
1.2 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.
2 BASIS OF AGREEMENT
2.1 Once an Estimate is agreed, it shall be incorporated into a Scope of Work which shall be signed by Visionary Pictures and the Client. This creates a legally binding Agreement between both parties.
2.2 All Estimates made in respect of the Services are without obligation and are given on the basis that no Agreement shall come into existence except in accordance with condition 2.1.
2.3 Any Estimate is valid for a period of only 30 days from the date of submission to the Client, provided that Visionary Pictures has not withdrawn it in writing. Subject to that, Visionary Pictures reserves the right to vary rates and specifications quoted in budgets, rate cards and relative material at any time without notice.
2.4 Visionary Pictures reserves the right to refuse the acceptance of a Brief or any other similar document supplied by the Client without any reason for such refusal.
2.5 Failure to confirm the acceptance of an Estimate in writing or the return of a Scope of Work later than 10 working days prior to the Shoot Date may delay the commencement of Services or hire periods and may result in the voiding of the Estimate.
2.6 Payment for Services rendered will be made in two tranches, inclusive of Production Fee (6.2):
2.6.a Interim Fee of 50% payable prior to Commencement Date
2.6.b Final Fee of 50% payable immediately on the Acceptance Date
2.7 These Terms shall govern and be incorporated into the Agreement between Visionary Pictures and the Client in respect of any supplied Services and shall prevail over any inconsistent Terms contained, endorsed upon, delivered with, or referred to, in any other documentation supplied by either party, including a purchase order from the Client or those implied by trade, custom or course of dealing.
2.8 For the avoidance of doubt, these Terms shall apply to and be incorporated into the Agreement.
2.9 If there are any conflicts or inconsistencies between these Terms and Scope of Works, the Scope of Works shall apply.
3 PERIOD OF HIRE
3.1 The Services supplied under the Agreement shall be provided by Visionary Pictures from the Commencement date outlined and shall continue for the Term specified unless otherwise agreed between the parties in writing.
3.2 Any Equipment supplied with crew is limited to an industry standard 10 hour filming day, plus an obligatory 1 hour for lunch/meals. This excludes travel time.
3.3 Where periods of extended Equipment hire are concerned, the Client is responsible for the security of the Equipment. Overnight, the Equipment must be stored in safe, dry conditions, in a locked vehicle or building and must be attended to by a Client at all times. Any failure to do so will result in termination of any Agreements or Services and all fees, including those associated with the replacement of damaged or missing Equipment become payable immediately.
4.1 Visionary Pictures shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, initiatives or IP which are of a confidential nature and have been disclosed by the Clients, or their representatives, and any other confidential information concerning the Client’s business or its products which Visionary Pictures may obtain.
4.2 Visionary Pictures may disclose such information:
4.2.a Internally, to those employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Services under an Agreement; and
4.2.b as may be required by law, court order or any governmental or regulatory authority.
4.3 Visionary Pictures shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with any and all terms outlined here.
4.3.a Any such information disclosed shall be used only for the purposes of performing Visionary Pictures Services as outlined by the Agreement.
4.4 All materials, equipment and tools, drawings, specifications and data supplied by the Client shall, at all times, be and remain the exclusive property of the Client, but shall be held by Visionary Pictures in safe custody at its own risk and maintained and kept in good condition until returned and shall not be disposed of or used other than in accordance with the Client’s written instructions or authorisation.
4.5 The Client hereby acknowledges their obligations to:
4.5.a co-operate with Visionary Pictures in all matters relating to the supply of the Services;
4.5.b provide to Visionary Pictures, and its representatives, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, data and other facilities as required for the continued supply of the Services;
4.5.c provide in a timely manner, such information as Visionary Pictures may require and ensure that it is accurate in all material respects;
4.5.d inform Visionary Pictures of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises and relevant insurance necessary to cover any special filming circumstances such as firearms, under water filming, wild animals, explosive substances and pyrotechnics on set. Failure to do so will result in termination of the Agreement with immediate effect.
4.5.d.1 Terminations under this clause shall be deemed a Cancellation (7.3) and shall result in all fees being immediately due and payable, and Visionary Pictures reserve the right to take any legal action as deemed, or as may become, necessary;
4.5.e ensure that any and all Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services, conforming to all relevant United Kingdom standards or requirements; and
4.5.f keep and maintain any Equipment supplied by Visionary Pictures in good condition or in accordance with their instructions as notified in writing, nor shall the Client dispose of or use Visionary Pictures Equipment other than in accordance with written instructions or authorisation.
4.6 If Visionary Pictures’ performance of its obligations under the Agreement is prevented or delayed by any act or omission on the Client, their agents, subcontractors, consultants or employees, the Client indemnifies Visionary Pictures against any costs, charges or losses sustained or incurred, whether directly or indirectly resulting such prevention or delay.
4.7 The Client guarantees to pay Visionary Pictures on demand, all reasonable costs, charges or losses sustained or incurred (including, without limitation, any direct, indirect or consequential loses, loss of profit and loss of reputation, loss or damage to property, those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any fraud, negligence, failure/delay to perform the Client’s obligations under this Agreement, subject to Visionary Pictures confirmation of such costs, charges and losses in writing.
4.8 Any Agreement requiring Visionary Pictures to work to specific deadlines provided within the Scope of Works will be deemed to include a proviso that the Client will make themselves reasonably available to communicate with Visionary Pictures, or its representatives. It is agreed that failure to comply with any schedule or failure to be available for Agency / Client feedback may affect the schedule, Delivery and incur additional Costs.
4.9 Visionary Pictures Ltd operates on all regular Business Days between the hours of 10:00 — 18:00 GMT unless notified otherwise.
4.9.a In circumstances where the schedule is postponed due to delay, weekend working hours may be negotiated. In this event, a fixed overtime rate of 150% will be incurred by those necessary to ensuring Delivery. (see 6.4.a).
5 PRODUCTION PROTOCOLS AND EDITORIAL CONTROL
5.1 The parties agree to meet from time to time to consult in good faith with each other the editorial content and artistic direction of the Video.
5.2 The Video shall be created in accordance with the Scope of Work and the Treatment implied therein, provided that the Client shall have final editorial and artistic control over the Video, but with full discussion with, and good faith consideration to, Visionary Pictures as a professional and experienced production company.
5.3 The Client shall appoint a representative or key point of contact who shall be authorised by the Client to provide feedback, input and acceptance of the Services, on the Client’s behalf. This representative shall include in their feedback any information from the Client which Visionary Pictures shall need to reasonably fulfil its obligations as outlined in the Scope of Work.
5.4 The production protocols outlined herein shall provide the framework for the Schedule of the Services, Client feedback, Delivery and the final payment of Costs unless otherwise specified in writing.
5.5 PRE SIGN-OFF: Upon receipt of any document which may be reasonably understood to outline the Client’s desired Deliverables, Visionary Pictures shall begin the development of the Scope of Works which shall include the Treatment, Term, Production Schedule and Estimate of Costs of Services required. This Scope of Work shall be delivered to the Client for approval.
5.5.a All Estimates supplied at this stage are subject to change pending a full Pre-Production Meeting.
5.5.b Estimates are presented to the Client accordingly to allow flexibility following the full Pre-Production Meeting.
5.6 SIGN-OFF: After the Client approves the contents of the Scope of Works, an Agreement is formed, at which point the Client shall raise a Purchase Order for any Interim Fees outlined by the Agreement prior to Visionary Pictures commencing any further work. (6.1.a)
5.6.a Delivery dates for a Video shall be set to a minimum of 30 Business Days after the Commencement Date, unless otherwise specified in the Scope of Works.
5.6.b In all cases a minimum of 5 Business Days must be allowed between the Pre-Production Meeting (5.7.c) and any Shoot Dates (5.8).
5.7 PRE-PRODUCTION: Following Sign-Off, Visionary Pictures begins the supply of Services to compile a Pre-Production Pack. Regular meetings with the Client shall provide opportunity for feedback into the pre-production process in advance of the Shoot Dates to ensure the quality of the Deliverables. Once the Pre-Production Pack has been assembled and finalised, it shall be delivered to the Client and discussed during a Pre-Production Meeting, with all relevant parties attending.
5.7.a Only during pre-production are improved summaries of Costs and a Production Schedule drawn up for inclusion in the Pre-Production Pack.
5.7.a.1 These Costs shall apply only to the Deliverables outlined in the Scope of Work. Any material changes to the Deliverables which is not outlined by the Scope of Works or Agreement will incur additional Costs.
5.7.b Client approvals and feedback for materials provided are made through a two-stage process;
5.7.b.1 STAGE ONE: Upon receipt of any material which is submitted for Client approval or feedback, the Client shall confirm the receipt. At this stage any Services reliant upon feedback or approval shall hold until Stage Two.
5.7.b.2 STAGE TWO: The Client shall approve the materials or provide feedback necessary for Visionary Pictures to amend the materials in writing. Visionary Pictures shall acknowledge the receipt of the feedback and shall incorporate it into said materials before an agreed date, at which point it shall be resubmitted for approval. Any Services which may be reliant on the approval of a material shall continue once the Client approves it in writing.
5.7.b.2.1 All feedback is requested within 48 hours of submission.
5.7.b.2.2 Failure to provide feedback within the timeframe, or any feedback which makes material changes to the Deliverables as outlined by the Scope of Work may necessitate an extension to the Delivery deadline and/or incur additional Costs.
5.7.c Lastly, all materials accrued throughout the Services will be compiled into the Pre-Production Pack. This Pre-Production Pack shall be the material subject of the Pre-Production Meeting, at which point it shall be evaluated and finally agreed.
5.8 SHOOT DATES: Any agreed materials necessary to the Video are captured.
5.8.a The total number of required Shoot Dates is variable and shall be informed by the Deliverables, as outlined in the Scope of Works.
5.8.b Each Shoot Date shall be limited to an industry standard 10-hour filming day, plus an obligatory 1 hour for lunch/meals. This excludes travel time.
5.8.c Any material outside of the Scope of Work added to the Shoot Dates may incur additional Costs. This will only occur if the new material is deemed to be the cause of new costs due to running over schedule or additional crew/equipment/art/talent/catering requirements.
5.9 POST PRODUCTION: Post Production and approvals are dependent on the Production Schedule as outlined in the Scope of Works. By default, the Production Schedule shall follow a seven-stage process at a standard 8 hour working day, including any amendments resulting from Client feedback. Edit amendments require a minimum turnaround time of 24 hours.
5.9.a Amendments received after 18:00 on a Thursday will be delivered by 17:00 the following Monday.
5.9.a.1 All additional editing time, changes and variations from the Scope of Work and any additional or unforeseen Costs incurred in the provision of the Services, including but not limited to overtime, additional Equipment, additional amendments, travel, accommodation, catering and couriers will be included in the Final Fees, without exception.
5.9.a.1.a Any supplementary materials including but not limited to graphics, logos, fonts and colour tones which are necessary to the creation of the Deliverables but lay outside the Scope of Work must be delivered to Visionary Pictures by the Client 10 Business Days prior to the first Business Day in the Post Production Schedule to avoid delay and unforeseen Costs.
5.9.b The post-production process;
STAGE ONE: Draft Cut of Rushes
A Draft Cut is created in accordance with the Pre-Production Pack
STAGE TWO: Client Amends
Draft cut to be circulated amongst relevant Client personnel. All changes requested on one single document.
STAGE THREE: Second Draft
All Client amendments completed.
STAGE FOUR: Client ‘Tweaks’
A second Draft circulated amongst all relevant Clients for changes. As with Stage 2, all Client changes and requests to be listed on single document.
STAGE FIVE: Picture Lock
Client ‘Tweaks’ are executed prior to delivery of the picture locked Video for approval.
Any further amendments or drafts not included within the Scope of Works shall be subject to these Terms (5.7.a.1).
STAGE SIX: Versioning and Reformatting
Versions and formats to be rendered as per the Scope of Work.
STAGE SEVEN: Processing
All versions and formats undergo visual processing which may include colour correction, visual effects, retouching, grading and subtitling as appropriate, based on the Scope of Work.
STAGE EIGHT: Delivery
At this stage all Deliverables are submitted to the Client.
5.9.c The Client notifies Visionary Pictures of the Acceptance Date of the Deliverables at which point all Final Fees become immediately payable.
6.1 In consideration of the provision of Services, the Client shall pay the fees set out in the Agreement, as well as any additional fees or costs incurred.
6.1.a On the Commencement Date Visionary Pictures will invoice the Client for 50% of the agreed total fees (“Interim Fees”) which will be payable immediately or in any event no later than two Business Days after receipt of the invoice.
6.1.a.1 Failure to do so will result in a cancellation (7.3).
6.2 On completion of the Services and Delivery of the Deliverables the remaining 50% Final Fees will be payable immediately, plus additional fees or costs incurred. Final fees must be received in full within 30 days of issuing an invoice.
6.2.a If the Client has payment terms typically longer than 30 days then suitable arrangements will be made by the Client to meet Visionary Pictures payment deadlines.
6.2.b Finished material will be withheld in the event that suitable payment arrangements have not been made.
6.3 Please make cheques payable to: VISIONARY PICTURES LTD.
6.4 In the event of an ongoing project (without a set Delivery date or final deadline) Visionary Pictures will invoice the Client in arrears for the week concerned, no matter of how many days were worked in that particular week.
6.4.a All extra Services required after the initial Agreement will be subject to further charges at such rates to be notified by Visionary Pictures to the Client from time to time.
6.5 All charges quoted for the Client shall be exclusive of VAT which Visionary Pictures shall add to its invoices at the appropriate rate.
6.6 Without prejudice to any other right or remedy Visionary Pictures reserves the right to charge interest at the rate of 5% above Barclays PLC base rate on the balance outstanding on all unpaid invoices from the due date to the date of payment and suspend all Services until payment has been made in full.
7 POSTPONEMENT AND CANCELLATION:
7.1 If the Client wishes to postpone the provision of Services in full or in part, the Client must give Visionary Pictures at least 15 Business Days of notice in writing.
7.1.a If the Client fails to provide 15 Business Days of notice, it shall pay all Costs in respect of those Services without limitation, including any associated Third Party Materials or personnel costs which cannot be reasonably redeployed, up to the value of the Costs stated in the Scope of Work.
7.2 Any rescheduling or postponement of Shoot Dates shall be subject to discussion and agreement by both parties and shall inform the development of an updated Production Schedule, which once signed by both parties, shall supersede any prior Production Schedules.
7.2.a The rescheduling of any Services may only occur once. Any further postponements shall be deemed cancellations and shall be subject to the stipulations below.
7.2.b Visionary Pictures may postpone the supply of Services by up to 15 Business Days by supplying notice to the Client without being in breach of this Agreement.
7.3 Any cancellations of the Agreement can be received at any time, at which point any Services and/or payments supplied to the Client under this Agreement shall immediately become payable to Visionary Pictures. In the event that a cancellation occurs at any time up until 10 Business Days prior to a Shoot Date, Costs shall include but are not limited to;
7.3.a research into locations, casting services, lighting, extra crew, equipment, story boards, recce of location (“Pre-Production Services”); and/or
7.3.b payment to the Client for any services, which at the time of cancellation are all or part unrendered or incomplete.
7.4 Should a cancellation occur within 10 Business Days prior to any Shoot Date additional cancellation charges shall be added to the outstanding Costs outlined (7.3).
7.4.a Cancellation charges are calculated as a percentage of the full and final amount payable as outlined by the Scope of Work and adjusted in line with any superseding budget agreed by both parties, less any Interim or Production Fees already paid to Visionary Pictures.
7.4.b any cancellations received less than 10 Business Days before the commencement of Services, will incur cancellation charges as follows:
24 hours from Shoot Date or Less
Between 24 - 48 hours
Between 48 - 72 hours
Between 72 hours and 10 Business Days
7.4.c In addition to cancellation charges, any special bookings booked by Visionary Pictures on behalf of the Client will be charged at full and payable immediately. Special bookings may include, but are not limited to;
7.4.c.1 hotel reservations, special facilities, pre-booked edit suites and operators, labour or equipment.
7.5 Failure to pay any Costs or charges outlined in this clause will incur interest on all outstanding payments at the annual rate of 5% above Barclays PLC base rate from the due date of payment.
7.6 A postponement or cancellation will only be deemed effective when notice has been received prior to the commencement of any Services and when confirmed in writing by Visionary Pictures.
7.7 Without prejudice to any right or remedy Visionary Pictures may have under this Agreement or otherwise, the Client guarantees to indemnify, and keep indemnified, Visionary Pictures from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Visionary Pictures as a result of, or in connection with, the Client cancelling this Agreement for any reason.
8.1 Either party may terminate this Agreement forthwith by written notice to the other party. Any termination notice given will take effect as specified therein, guided by the following:
8.1.a If the other party is in material breach of its obligations under this Agreement without hope of remedy; or
8.1.b If remediable, shall have been unremedied within 7 days of receiving notice which specifies the breach; or
8.1.c If the other party becomes insolvent, or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction); or
8.1.d If an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business or suffers any similar or analogous action in consequence of debt.
8.2 If the Client fails to pay the Costs due on any invoice for all and any weekly sums or any other sums due under this Agreement within 10 Business Days prior to the Shoot Date or 30 days after the due date for payment, failing to remedy a late payment within 7 days of notification, the Agreement will be automatically terminated and cancellation charges shall be incurred and become immediately payable in full (7.4).
9 INTELLECTUAL PROPERTY RIGHTS:
9.1 All Intellectual Property Rights created by Visionary Pictures or its representatives in the course of performing the Services to include but not be limited to rights to all footage, tapes, photographs, graphic work, music and all other items related to the project and all Intellectual Property Rights in scripts, photographs, graphic work, music treatments and conceptual work will vest in and be retained by Visionary Pictures until such time as payment of all instalments and sums outstanding have been received in full unless agreed otherwise by both parties in writing.
10 SCREEN CREDITS:
10.1 When Visionary Pictures supplies Services for use on a Video, DVD, viral advertisement, music video, short film or any other Deliverable, on which credits such as those relating to Director, Producer, Production Manager, Editor, Camera Operator, Sound Recordist or any other Service supplied, Visionary Pictures shall permit and the Client will ensure that Visionary Pictures, and the relevant crew and equipment operators, shall receive an appropriate screen or social media credit as appropriate.
11 PUBLICITY AND PROMOTION
11.1 Both parties are entitled to publicise the relationship between the parties, and the broad nature of the related Services and Deliverables, subject to each such publication being mutually approved in writing.
11.1.a All approvals should be supplied in advance so as to not unreasonably withhold or delay any reasonable promotional publication of the relationship which may include either parties’ names and/or trademarks.
11.2 Visionary Pictures and its subcontractors, shall have the non-exclusive, worldwide, irrevocable, royalty free right and licence to use any Video or Deliverable, or any parts thereof, for its own promotional use, including on Visionary Pictures, or its subcontractors’, website, as part of its showreels and as part of its portfolio of works in internal and client and prospective client presentations from the delivery of the Deliverables to the Client or use of the Deliverables by the Client whichever shall be later.
12.1 As part of the Services and in consideration of the Costs paid, Visionary Pictures shall archive and store the final Video, Deliverables and the Edit Files in its archives for the Initial Archive Period, defined as 3 months, or 90 days, after the earlier of:
12.1.a acceptance or deemed acceptance of the Deliverables; or
12.1.b termination; or
12.1.c expiry of the Agreement.
12.2 After the Initial Archive Period, Visionary Pictures shall continue to store the final Video, Deliverables and Edit Files in its archives on an annual basis for the Archive Fee which shall be invoiced yearly in advance.
12.3 In the event the Client requests the destruction or deletion of any archived file it shall provide Visionary Pictures no less than 3 months’ notice in writing at any time before next Archive Fee invoice.
13.1 The Client shall not solicit or invite away, employ, or attempt to employ any person who is or has been engaged as an employee, subcontractor or consultant to Visionary Pictures in the supply of Services without prior written consent from Visionary Pictures, at any time from the date of Agreement until the expiry of 12 months after the delivery of the Deliverables, or the termination or expiry of the Agreement, whichever is later.
13.1.a Any consent given by Visionary Pictures shall be contingent upon the Client paying to Visionary Pictures immediately a sum equivalent to 100% of the current annual remuneration, including any benefits, of the Visionary Pictures employee, subcontractor or consultant.
14.1 The Client shall at all times indemnify and hold harmless Visionary Pictures and its representatives from and against any and all claims, demands, proceedings, damages, penalties, costs, losses, liabilities and expenses of any kind.
14.2 The Client extends this indemnity to Visionary Pictures against any threats, claims or awards against Visionary Pictures arising from any connection to any negligent acts or omissions on the Client’s behalf, to the extent that any losses, costs, damages and expenses are caused or contributed to in a manner in which Visionary Pictures may be otherwise legally liable, unless caused by Visionary Pictures wilful misconduct or negligence.
14.3 This condition sets out the entire financial liability of Visionary Pictures (including any liability for the acts or omissions of its employees, agents, consultants and subtractors) to a Client in respect of any breach of the Agreement, which was then made by the Client for Services or Equipment and any representation statement or omission (including negligence) arising under or in connection with the Agreement.
14.4 All warranties, conditions or other terms implied by statute or common law are, for the fullest extent permitted by law, excluded from the Agreement. Nothing in these Terms limits or excludes Visionary Pictures’ liability for death or personal injury resulting from negligence or for any damage. Nor does it limit or exclude any liability incurred as a result of fraud or fraudulent misrepresentation by Visionary Pictures.
14.5 Subject to condition 14.2, Visionary Pictures shall not be liable for loss of profits, loss of business, loss or goodwill, loss of contract or any special, indirect or consequential loss, costs, damages, charges or expenses. Visionary Pictures total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance, or contemplated performance, of an Agreement shall be limited to the price paid for the Services.
15 FORCE MAJEURE:
15.1 Visionary Pictures is not liable for any loss or damage or injury of any kind whether direct or indirect, or consequential or otherwise resulting from any circumstances beyond Visionary Pictures’ control including but not limited to; war, riots, civil commotion, strikes, lock-outs, fire, flood, explosions, pandemics, power cuts, requisitions and acts of God and acts of terrorism.
16 LEGAL EXPENSES:
16.1 The Client shall be responsible for all costs, charges and expenses including legal fees incurred by Visionary Pictures in the collection of any sums which may be due and owing by the Client to Visionary Pictures under the Agreement.
17.1 Neither party shall have any liability under, or be deemed to be in breach of, this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party (15.1). The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance, and when they cease to do so. If such circumstances continue for a period of more than 90 days, either party may terminate this Agreement by written notice to the other party.
17.1.a The parties to this Agreement shall fully comply with all applicable laws and regulations in the course of the performance of their respective Services.
17.1.b Neither a course of conduct, nor waiver, with respect to a breach of a term of this Agreement be construed as a waiver of a subsequent breach, or modification of, this Agreement.
17.2 In the event that any provision or any part of any clause of this Agreement shall be void or not enforceable for any reason whatsoever, then such provisions shall be struck out and be of no force and effect. The remaining provisions of this Agreement, however, shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.
17.3 These Terms supersede any prior Agreement between Visionary Pictures and a Client. These Terms set forth the complete understanding of the parties hereto regarding the subject matter referred to herein. These Terms application to any Agreement may not be amended or modified except in writing signed by both parties.
17.4 No person which is not a party to any Agreement shall have any rights in relation to it under the Contracts (Rights of Third Parties) Act 1999, or otherwise.
17.5 Neither party shall be entitled to assign their respective rights or obligations under this Agreement without the prior written consent of the other, with such consent to be not unreasonably withheld or delayed.
17.6 This Agreement shall not create any relationship or agency, employment or joint venture between the parties to this Agreement.
17.7 Each Party to this Agreement shall, at the request and expense of the other or any of them, execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
17.8 All notices under this Agreement shall be in writing and must be in English. Notices shall be deemed to have been duly given:
17.8.a when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
17.8.b when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; or
17.8.c on the fifth business day of the sender following mailing, if mailed by national ordinary mail, postage prepaid; or
17.8.d on the tenth business day of the sender following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address, email address, or facsimile number notified to the other party.
17.9 The construction and interpretation of this Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Last updated: July 2023