These terms are incorporated into the agreement between Reel Creative Limited, the "Producer", "Business", and the counterparty to the signed Proposal / Production Brief, the "Client" for the work set out in the signed Proposal / Production Brief, which incorporates these terms and in total comprises the agreement between Reel Creative Limited and the Client.
The Client agrees to pay for the Services to be performed by the Producer; and
The Parties are entering into a business relationship governed by the terms and conditions contained in this Agreement.
2.1 The Producer will deliver the Services agreed in the Production Brief for the Client.
2.2 The Producer will manage the project according to the production schedule, set out in the Production Brief / Proposal.
3.1 Any Estimate or Quote is based on the instructions provided by the Client and includes anticipated costs for pre-production, production and post-production, equipment, contractors, transport, locations, insurance and usage as defined in Article 2. Any changes to the agreed scope may result in additional fees, which will be communicated and agreed in advance.
3.2 By accepting the Proposal / Production Brief in writing, the Client agrees to pay the Producer the fees set out therein in accordance with these terms.
3.3 If the Client needs to alter a pre-arranged booking date, they must notify the Producer as soon as possible. Both parties will use reasonable endeavours to agree a suitable alternative date.
3.4 Where the Client notifies the Producer of a postponement more than 72 hours before the booking, no service fees will be chargeable. Notice of postponement given between 24 and 72 hours before the booking will be subject to 50% service fees. Notice of less than 24 hours will incur a 75% charge of the total service fee.
3.5 Any third-party expenses incurred or committed by the Producer in connection with the booking (whether or not such costs are recoverable by the Producer) shall remain fully chargeable to the Client.
3.6 If a booking is cancelled, deemed cancelled, or not attended by the Client, and no alternative date is agreed, 100% of the booking fee will be payable.
3.7 Once the Client has agreed to the Proposal / Production Brief in writing, the booking date is secured and the Producer will reserve the necessary crew, resources and time.
3.8 Where the Producer reasonably requests confirmation that the production will proceed, such request and any applicable timeframe will be confirmed in writing (including by email). The Client must provide such confirmation within the timeframe specified.
3.9 If the Client fails to provide confirmation within that timeframe, the booking shall be deemed cancelled by the Client, and the applicable cancellation fees set out in this Agreement will apply in full.
3.10 The Client acknowledges that, upon booking, the Producer commits production resources including crew, equipment and scheduling capacity. The Client agrees that any applicable cancellation fees represent a genuine pre-estimate of loss and are not a penalty.
3.11 Failure to make payment prior to the production date does not constitute cancellation and does not relieve the Client of its obligation to pay any applicable cancellation fees.
3.12 Fixed fee project
3.13 Retained services
4.1 A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the Producer. These circumstances may include but are not limited to:
5.1 The Producer grants the Client global usage rights with no limitations for perpetuity as it relates to the final deliverables supplied. Final deliverables are defined in the Production Brief / Proposal, and for the avoidance of doubt, do not include pre-production documents, raw footage, project files, project assets, software or hardware or anything else undefined as a deliverable. The Producer retains the exclusive, worldwide, sublicensable, transferable, royalty free right to use the Content for promotional purposes, and retains all rights not granted to the Client.
5.2 Any third party featuring in the Content will be acting on behalf of the Client. The Client is responsible for all necessary talent release forms and agreements, unless expressly delegated to and accepted by the Producer. The Client shall ensure all proper likeness rights are obtained from anyone featuring in the Content. All content produced will be on the understanding that the Client has the necessary permissions and authorisation in place to meet the Production Brief / Proposal and comply with the terms of business set out in this agreement.
6.1 This Agreement shall be governed by Jersey law and the Parties shall submit to the exclusive jurisdiction of the Jersey courts.
7.1 This Agreement shall be effective from the date the Production Brief / Proposal is signed until a period of 12 months after the last invoice due under it has been fully settled, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement.
7.2 Without affecting any other right or remedy available to it, either Party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:
7.3 This Agreement is terminable by either party at any time, with or without cause, effective upon written notice to the other party. In case of such termination both Parties shall endeavour to reach a mutually agreed arrangement:
8.1 The Producer's obligations in respect of Client confidentiality persist in perpetuity, or until such time as the Client revokes these obligations in writing. This obligation includes any confidentiality duties imposed by incorporation of any Non-Disclosure Undertaking entered into prior to contract.
8.2 The Client's obligations in respect of the intellectual property and confidentiality of the Business persist in perpetuity, or until such time as the Business revokes these obligations in writing.
8.3 In addition, the Client and the Business covenant with each other for a period of twelve months after the end of the Contract not to canvas, solicit or approach the employees or subcontractors of the other party in respect of potential recruitment, or trade or business opportunities in either party for themselves or on behalf of a third party. In the event that the Client employs or does business with a former employee or subcontractor in breach of this covenant then the Client shall have the duties to:
9.1 The Producer warrants to the Client that it has the legal right and authority to enter into this Contract, providing that the signature at the foot of the Production Brief / Proposal accompanying these terms, or that the sending account of an e-mail explicitly referencing these terms, is that of a director of the Producer.
9.2 The representative of the Client signing the Production Brief / Proposal warrants to the Producer that she or he has the legal right, capacity and authority to enter into this contract, binding upon the Client.
9.3 The Client warrants that all relevant information supplied to the Producer as is required for the delivery of the Services to a high professional standard has been disclosed to the Business, and accepts responsibility for any consequences of any error or omission in fact on the part of the Business arising from its own non-disclosure of material facts.
9.4 The Business warrants that any Services supplied will be to a reasonable professional standard, taking into account commonly accepted best practices, on the basis of the brief disclosed to it by the Client.
9.5 All of the parties' warranties and representations are contained within these Production Brief / Proposal. No other warranties or representations whether oral or in writing will be implied into this Contract unless expressly agreed in writing as such by a director of the Business and the Client Contact.
9.6 The Client represents and warrants that any and all video content or other materials provided to the Producer for use in the production of the project are either owned by the Client or that the Client has obtained all necessary permissions, licences, and clearances required for their use.
9.7 The Client acknowledges and agrees that the Producer is not responsible for verifying the ownership or licensing status of any content supplied by the Client. The Client assumes full responsibility for ensuring that all materials supplied are free from any claims, disputes, or infringements related to copyright, intellectual property, or other legal restrictions.
9.8 In the event of any claims or legal actions arising from the use of the materials provided by the Client, the Client agrees to fully indemnify, defend, and hold the Producer harmless from any and all damages, costs, liabilities, and expenses (including legal fees) that may result.
10.1 Nothing in these terms will limit or exclude liability for death or personal injury as a result of negligence; or for fraud or fraudulent misrepresentation; or any exclusion or limitation that is not permitted under the Laws of Jersey.
10.2 In respect of any liability on the part of the Producer to the Client in respect of the quality or performance of the Services then the extent of liability is limited to the value of the fees already paid by the Client for the Content.
10.3 Subject to the foregoing provisions of this clause, the Producer shall not be otherwise liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of damage to goodwill; and (g) any indirect or consequential loss.
10.4 Nothing in these terms shall convey any rights on persons other than the parties, which shall include their agents, assignees or successors.
11.1 Client Liability
The client will be liable for the cost of repair or replacement, for any equipment or furniture damaged due to negligence of the client or third parties involved with the client, provided the Producer provides the Client proof of such costs (e.g., quotes / invoices, etc.).
11.2 Interpretation. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.
11.3 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
11.4 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
11.5 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.
11.6 Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
11.7 Good Faith. With regard to their respective obligations under this contract the parties agree and covenant with one another that it shall act in good faith and deal fairly with the other party.
11.8 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
11.9 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing, which shall include by e-mail. Any party may change its address for such communications by giving notice to the other party in conformity with this clause.