Resource Productions: Terms and Conditions
1. Definitions
a. “Company” means Resource Productions.
b. “Council” means a local governmental authority within the meaning of the Local Government Act 1972 (as may be amended, updated or replaced from time to time), including a county council, district council, London borough council or the Common Council of the City of London.
c. “Client” means the party named as such in the Contract and/or agent acting on his/her/their behalf.
d. “Services” means the services set out in the Contract, which services shall be provided on a non-exclusive basis.
e. “Contract” means the contract between the Company and the Client comprising these terms and conditions, the quotation and invoice.
2. Copyright:
a. The copyright in all material and the products of all Services, other than Video Production Services, that have been created and/or provided by the Company and its personnel (including without limitation a final delivered video, presentation, events, training courses and training course materials or animation files, to the extent applicable) are solely owned by the Company and protected under English copyright law (the “Material”). If and to the extent the Client acquires any rights in or to the Materials, the Client hereby assigns with full title guarantee to the Company the copyright and all other rights, title and interest that it holds in and to the Materials for exploitation in all media and by all means in perpetuity.
b. Solely in the event the Company provides video production services (the “Video Production Services”), the copyright in all material and the products of such Video Production Services (“Video Production Materials”) shall be owned by the Company until the point at which the Video Production Services are completed and payment for the Video Production Services as per the quotation has been received by the Company in cleared funds, at which point the Company hereby automatically assigns with full title guarantee to the Client the copyright and all other rights, title and interest that it holds in and to the Video Production Materials (excluding any source files, footage, audio, project files, individual elements and/or any other material pre-owned by the Company) for exploitation in all media and by all means in perpetuity, except to the extent the Company notifies the Client of any restrictions or limitations on such uses (for example where the Company has not been able to clear any third party rights). Notwithstanding the foregoing, the Company reserves the right to use the Video Production Materials and the final production, either in part or in its entirety, for its own promotional purposes.
c. In the event the Client provides material (including, without limitation, video, audio, photographs and logos) (“Client Material”) in connection with any Services, the Client shall be solely responsible for clearing any such Client Material and, accordingly, if the Client is not the full legal owner of such Client Material, the Client shall clear all rights in such Client Material with the original copyright owner and/or the controller of the rights in such Client Material prior to its inclusion in the relevant production or products. The Client warrants that the use of any such Client Material by the Company shall (i) not infringe the rights of any third party, whether by way of intellectual property rights, privacy rights, defamation or in any other capacity; and (ii) be provided on a fully-cleared basis for use by the Company. The Client hereby grants the Company the unreserved right to include the Client Material in the relevant production or the products of the Services.
3. Releases:
Where the Company is providing Video Production Services, the Company advises and recommends that the Client enters into release agreements with all contributors appearing in or working on a production (other than the Company’s personnel) (“Releases”), and hereby grants the Company the benefit of such Releases to the extent needed for the purpose of the Company performing the Services. The Company shall not be liable for any failure by the Client to do so and, for the avoidance of doubt, the assignment of rights by the Company in the Video Production Materials per Clause 2.b above shall not include any contributions which the Client has failed to secure by way of Releases. No discounts or liability will be accepted by the Company if the production must be re-edited or the Video Production Services re-performed due to a contributor refusing permission to use their image or recordings of them in whatever form or failing to sign a Release.
4. Acceptance of Terms:
If the Client agrees to the quotation and these terms and conditions, please select “ACCEPT” in order to proceed. Once “Accepted”, this will constitute a binding contract between the Company and the Client.
5. Cancellation Policy:
a. Once the Client has “Accepted” per Clause 4, the Client will be subject to the following cancellation policy:
i. Subject to ii below, if cancellation occurs either: (i) for a quote of under £10,000, nine (9) working days or fewer before the first day of the Services commencing “Use Period”; or (ii) for a quote of £10,000 or more, twenty (20) working days or fewer before the first day of the Use Period, there will be a cancellation fee equal to the higher of:
1. 50% of the amount marked “TOTAL GBP” on the quote; and
2. the total amount of approved costs incurred by the Company and any third parties in connection with the booking, subject to a cap of 100% of the applicable quote.
ii. If cancellation occurs either: (i) for a quote of under £10,000, five (5) working days or fewer before the first day of the Use Period; or (ii) for a quote of £10,000 or more, ten (10) working days or fewer before the first day of the Use Period, there will be a cancellation fee equal to 100% of the applicable quote.
iii. If the Client’s booking is rescheduled, the Company will endeavour to accommodate the Client’s booking on an alternative date (for a rescheduling fee to be agreed in good faith) but shall not be obliged to do so.
b. The parties agree that the above cancellation terms are a genuine pre-estimate of the loss the Company is likely to suffer as a result of such late cancellation of the Services and are not a penalty.
6. Termination:
a. The Company has the right to terminate the Contract immediately upon written notice to the Client in the event of any of the following: (i) if, at any time during the term of this Contract, the Client Material or any behaviour of the Client or its personnel depicts or portrays the Company or the Council in a manner that is defamatory, or which the Company reasonably considers to be damaging to its reputation or the reputation of the Council; or (ii) if the Client commits a material breach of any term of the Contract. In the case of termination under either (i) or (ii), the Client shall, within thirty (30) days of the date of termination, reimburse the Company for all costs and expenses incurred by the Company in connection with the Contract up to and including the date of termination.
b. The Company also has the right to terminate this Agreement without cause at any time immediately upon written notice to the Client.
c. Following termination by Company under this Clause 6, the Company shall have no further liability to the Client hereunder.
7. Force Majeure:
If the Services or any element of the Contract cannot be performed by either party due to fire, flood, epidemic, pandemic, local, national and/or global health emergency, or any related government or judicial actions in response to any recommended or mandatory measures implemented by any governmental or health authority, earthquake, explosion, civil disturbance, any applicable law or any act of God, or any other occurrence beyond the parties’ reasonable control (“Event of Force Majeure”), then neither party shall be under any liability hereunder. Subject to the Company’s availability, if such Event of Force Majeure occurs, the Services (or the part thereof which could not be performed as a result of the Event of Force Majeure) shall be rescheduled to another date to be mutually agreed upon by the parties in good faith, at the same rate of consideration and on the same terms contained herein, subject to the payment by the Client to the Company of any additional costs the Company has incurred to accommodate such rescheduled booking.
8. Health and Safety:
In all instances the Company reserves the right to remove any of its personnel and/or equipment from a location if it is deemed unsafe or if the Company’s personnel are subjected to abusive or aggressive behaviour. In this instance the Client will be solely responsible for any associated costs and liability and the Company shall be entitled to terminate this Contract.
9. Limitation of Liability:
The Company’s liability hereunder, whether for a claim in contract or otherwise, shall be capped at the level of the fees mentioned in the quotation for the Services. The Client shall not be entitled to bring a claim against the Company for any indirect or special loss, loss of profit or any unforeseeable heads of loss.
10. Indemnity:
The Client shall indemnify the Company against any claims, disputes, losses, expenses or similar that may arise as a result of breach by the Company of the Contract or as a result of any failure of the Client to satisfactorily clear the Client Materials, secure the Releases or make any use of the Materials or Video Production Materials in any manner which contravenes any third party’s rights where such restrictions on use have been notified to the Client under Clause 2.b.
11. Termination:
In addition to any other termination rights set out in this Contract, the Company shall be entitled to terminate this Contract immediately upon written notice in the event that: (a) the Client is in material breach of this Contract and, if remediable, fails to remedy such breach within 3 business days of such notice; or (b) the Client enters into insolvency, bankruptcy, administration or other similar procedures, in which case the Client shall repay the total amount of any fees paid to the Company and all future obligations of the Company under this Contract shall cease.
12. Interpretation and legal terms:
a. These terms and conditions shall apply to all assignments, campaigns and Services set out in anywhere in the Contract or as otherwise specifically agreed in writing by the Company and shall prevail in the event of any conflict with any confirmation, purchase order or other document containing other terms and conditions which may be provided by the Client.
b. The Client shall not be entitled to rely on any representation or warranty, express or implied, which is not contained herein, and neither party has relied on any statement or representation made or given (whether oral or written, express or implied, and whether negligently or innocently) by any person which is not expressly set out in this Contract.
c. Each party warrants that it has legal authority to bind itself as a party to this Contract.
d. The Contract constitutes the entire agreement on its subject and supersedes prior agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
e. Any variation of this Contract must be in writing and signed by both parties.
f. The illegality, invalidity or unenforceability of any provision of this Contract shall not affect the legality, validity or enforceability of any other provision of this Contract.
g. This Contract is not intended to, nor shall it create any rights, entitlements, claims or benefits enforceable by any person who is not a party to it. Accordingly, no person shall derive any benefit or have any right, entitlement or claim in relation to this Contract by virtue of the Contract (Rights of Third Parties) Act 1999.
h. Each party hereby acknowledges that all matters relating to this Contract are strictly private and confidential and are not to be disclosed to any third party whether directly or indirectly without the prior written consent of the party whom the matter concerns (other than as required by operation of law, or to any fiscal or government authority, or to professional advisors properly disclosed under a professional duty of confidentiality, or to enable a party to carry out its obligations or enforce its rights under this Contract). Each party undertakes not to make or cause to be made any public derogatory comment about the other party.
i. This Agreement and all contractual and non-contractual matters in relation to it are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
