RBM is a full-service creative studio that works with brands, bands and businesses to create award-winning, bold and meaningful film content.
Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
Acceptance Date: the date on which the Client notifies the that it has received the Product and accepts it as satisfactory.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client’s Acceptance of the Estimate: the date of the Client’s signature of the Estimate indicating acceptance.
Delivery Date: the date of delivery given in the Estimate.
Estimate: the estimate provided to the Client by the Producer setting out the price and elements of production.
Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video, as set out in the Schedule.
Products: the products of the Services, including the Video, the Delivery Materials and all performances and literary, dramatic, artistic and musical material incorporated by the Producer into the Video but excluding rights in works owned by the Client.
Services: the services to be provided by the Producer under this Agreement as set out in clause.
Term: the period from the date of this agreement until the Acceptance Date or (if earlier) termination of this agreement.
1.2 The Schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedule.
1.3 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.
1.4 The Producer is an ethical provider of social media and film content with an emphasis on compliance (i.e., Data Protection). This Agreement constitutes an order for social media or filming services, including the production of films and photographs as agreed by both parties.
Services
2. In consideration of payment to the Producer of the Fee provided in the Estimate, the Client engages the Producer, and the Producer agrees, to produce the Video (Services) for the Term. These Services will include pre-production, production and post-production.
Creative control
3.1 The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Video.
3.2 The Client’s Representative shall have the right on behalf of the Company to accept as satisfactory the story outlines, scripts, voices, storyboards, design and music of the Video and the Client shall be responsible for the cost of any lengthening of the Production Schedule necessitated by the exercise of such right.
3.3 The Producer will submit to the Client the material and the Client shall be entitled to request within a period of five Business Days from receipt, reasonable amendments which shall be undertaken by the Producer. If the Client does not request amendments within five Business Days, acceptance shall be deemed to have occurred and the Video accepted.
3.4 The Producer will not produce illegal, immoral or offensive material (such as but not limited to libel). The Producer reserves the right to remove offensive content and will contest the use of offensive material linked to uploaded or distributed content.
Obligations
4.1 The Client recognises that the quality of the Producer’s work for an individual’s event may vary significantly with many factors, such as but not limited to the Client’s attitude and appearance, weather, equipment hired, lighting conditions and restrictions enforced by facility. On this basis, the Client acknowledges that these variables and agrees that photograph and/or film is an art, and that individuals’ tastes may vary. Consequently, the Producer accepts no liability for any quality disputes.
4.2 The Client further agrees that it shall: (a) provide the Producer with reasonable access to its premises at no expense to the Producer inclusive of the cost of space, heat, light, power including for the purposes of the Producer and Client meeting providing that the Producer shall, and shall procure that all its employees and contractors shall, enter into the Client’s standard conditions for such access if so required; (b) inform all employees, agents and guests at its premises of the proposed filming and obtain relevant and sufficient release forms duly signed by all such persons; (c) where necessary and agreed give the Producer access to the Client’s personnel and instruct such personnel to assist and support the Producer wherever possible, to comply with the Producer’s reasonable requests in making the Video, and in particular to provide such information as the Producer may request; (d) list and provide details to the Producer of additional crew as set out in the Estimate (if applicable) prior to the Project commencing; and (e) provide access to digital information, company graphics and website for use in the Video.
Delivery
Any content will be made for proofing within the agreed time frame and the Client will need to approve the final edit as agreed in the package. All digital items will be delivered to the Client via a download link within two weeks of payment.
Credit
The Client authorises the Producer to insert, or have the appropriate third party insert, credit as the producer of the Video on the end credits of the Video, with its name and web address printed on all hard copies of the Video and included alongside all online versions of the Video.
Fees and payment
7.1 Clients without an approved account: Following the Client’s Acceptance of the Estimate, the Client shall pay the Producer 50% of the Fee up front to cover production costs, and the final 50% at the end of the production before product handover.
7.2 Clients with an approved account: Following the Client’s Acceptance of the Estimate, the payment terms shall be 30 days after date of the Producer’s invoice, which will be issued to the Client either: a) after each stage of production (which for the avoidance of doubt means: (i) pre-production; (ii) production; or (iii) post-production) for a long-running Project; or b) the entire amount at the end of the Project.
7.3 If the Client fails to pay an amount due to the Producer by the final date for payment, then it shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate. Such interest shall accrue on a daily basis from the final date for payment until actual payment of the overdue amount, whether before or after judgment.
Rights
8.1 For the purposes of this clause 8, copyright shall have the meaning given to it in the Copyright, Designs and Patents Act 1988 c.48 (Copyright) The Producer hereby maintains the entire Copyright of the Products throughout the world in all media whether now known or hereafter developed for the full period of Copyright in the United Kingdom and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of present assignment of future Copyright. For the avoidance of doubt, the Producer does not hand over project files.
8.2 Subject to the Producer’s receipt of payment by the Client in full, the Producer grants the Client permission to reproduce and use the content of the Products for its business use on its website, social media, presentations and any other media of such nature (Use) in the agreed social media/film channels provided that such content may not be resold without the prior written permission given by the Producer.
8.3 The Client: (a) cannot incorporate copyright material not owned by Client into the Project; (b) will hold the Producer harmless against any copyright infringements incorporated into content of the Product by the Client or in any supplementary materials generated by the Client.; (c) will not reproduce and use content of the Product other than for the defined Use. The Producer reserves its right to withdraw or request the withdrawal of content of the Product if the Client breaches the agreed Use or is applied in ways that are deemed offensive or illegal.
Warranties
9.1 Each party hereby warrants, represents and undertakes to the other that it is fully entitled to enter into and perform this Agreement.
9.2 The Client warrants that: (a) it shall either own, or have obtained and paid for licences to use, all materials provided to the Producer by the Client in connection with the Product; and (b) the Client shall indemnify the Producer and keep the Producer fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Client’s part contained in this Agreement.
9.3 The Producer shall not be liable to the Client for incidental, consequential, special or punitive damages or loss of profits which the Client may suffer arising out of any breach of this Agreement. Furthermore, the Producer will not be held liable to the Client if it cannot perform this Agreement in whole or in part due to a fire or other casualty, acts of God or nature or terror, or other cause beyond the control of the Producer or due to the Client’s actions or omissions. In such circumstances, the Producer will endeavour to find a reasonable replacement producer. The Client will hold the Producer harmless against any lost, stolen or destroyed photographs or film if such loss occurs beyond the Producer’s control. The Producer’s aggregate liability in this case will be limited to the total amount paid for the Project under this Agreement.
Confidentiality
Neither party shall, without the prior consent of the other, make to any third party any content related to the Product, the Services or to the business or legal affairs of the other, other than to state that a Video is being produced (but this shall not prevent proper disclosures of information to the parties’ professional advisers or as required by law).
Loss
The Producer shall not be liable for: (a) any claim for loss of publicity or opportunity to enhance the reputation of the Client even if it delays or abandons production or exploitation of the Video or the use of the Services; (b) any financial loss whether caused directly or indirectly by the Producer; or (c) any loss or damage to the property of the Client, nor for any personal injury, illness or death caused or suffered in connection with its engagement under this Agreement unless caused by the negligence of the Producer and recoverable on that ground following the judgment of a competent court.
Cancellations
On signing of the Agreement Details by both parties, the Producer will reserve the time agreed upon and will not make another reservation for the specified time frame. Therefore, all retainers are non-refundable within 30 days of the filming commencing, even if such date is changed, or if filming is cancelled for any other reason. If cancellation is made by the Client more than 30 days prior to the event, a full refund will be made, minus a cancellation fee of £350.
Right of withdrawal
The Producer’s discovery of new information, changes or other factors tending to circumvent its policies could result in its withdrawal. Non-cooperation; changes of location, facilities or times available; missed appointments; bad or returned cheques, or late payments are examples of contributing factors. Should the Producer initiate the withdrawal, all fees and deposits will be returned, excepting fair market value for all Services already provided.
Data protection
14.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
14.2 The Producer will collect and process the personal data of all individuals featured in the Video in accordance with the privacy notice annexed to this Agreement. The Producer will procure that each such individual signs and dates the privacy notice and returns it promptly.
General
(Assignment and other dealings) The Producer shall be entitled to assign the benefit of this Agreement, the Products and the Services to any third party.
(Third-party rights) No one other than a party to this Agreement shall have any right to enforce any of its terms.
(No partnership or agency) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
(Waiver) No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy.
(Variation) No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
(Entire agreement) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
(Anti-bribery) The Producer shall comply with all applicable laws, statutes, and regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
(Jurisdiction) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
(Governing law) This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.