Terms of Engagement

These General Terms and Conditions (“General Terms”) are a legal agreement between you and TFH Creative Ltd (“TFH”) (SC641969) governing our relationship and provision of videography services (“Video Services”) by us to you. 

Video Services includes all photo, graphic, video, on-site work and associated product created by TFH. 

FORMATION

These General Terms apply to all Video Services and associated projects carried out by TFH unless specific exclusions or exceptions are provided to you in writing. Acceptance of a proposal, quotation and/or issue of a purchase order from you is acceptance and agreement of the General Terms below, which forms the Agreement between you and TFH. 

BACKGROUND

You wish to engage, and TFH has agreed to provide, Video Services to you. The Video Services will be of a type and nature agreed between us in writing. You agree to pay the fees specified in the invoice to which these General Terms relate or are attached (“Fees”). 

1. Engagement 

1. In consideration of payment to TFH of the Fees, you agree to engage TFH, and TFH agrees to provide, Video Services of a nature and type agreed by us in writing.

1. A standard day of work is 10 hours of crew time on-set or at location, including (i) any travel required to and from the relevant set or location and (ii) breaks and lunch.

2. You shall appoint a representative who shall have the right on behalf to accept as satisfactory the story outlines, scripts, voices, storyboards, design and music and other features of the Video Services. Any increase in scope beyond that initially agreed in writing (including the standard working day of 10 hours listed above) may result in additional Fees, which you agree to pay. 

1. TFH Obligations

1. TFH shall render the Video Services in accordance with reasonably industry standards and in accordance with reasonable instructions from you. 

2. TFH shall provide the Video Services materially in accordance with the specifications agreed by us in writing. 

2. Your Obligations 

1. You will provide TFH with all reasonable assistance and cooperation required to provide the Video Services. This may include access to relevant persons, premises, heat, light and power. 

1. You will inform all relevant stakeholders, including employees, agents and guests of the proposed filming and obtain sufficient release forms and other permissions duly signed by such persons. 

1. Unless otherwise agreed in writing, you acknowledge and agree that you are solely responsible for obtaining all necessary permissions, clearances, licenses, and releases required for the use of any copyrighted materials, intellectual property, trademarks, branding, sound recordings, images, or other proprietary materials in connection with the production of the Video Services by TFH. 

1. TFH shall have no liability or responsibility for any delays or failures to deliver the Video Services caused by any such unauthorised use of intellectual property or proprietary materials by you. You will indemnify TFH from any and all claims, liabilities, damages, expenses, or costs (including reasonable legal fees) arising from or related to the use of any unauthorized materials. 

1. TFH shall not be responsible for any infringement or violation of any intellectual property rights or proprietary materials provided by you, and you shall fully indemnify and hold TFH harmless from any such infringement or violation. 

1. You will indemnify TFH from any and all claims, liabilities, damages, expenses, or costs (including reasonable legal fees) arising from or related to the use of any unauthorized materials set out above. 

1. You will provide access to digital information, company graphics and website required for use in the Video Services. 

1. Credit 

1. (i) If credits are available and/or (ii) TFH notifies you in writing of such a requirement, subject to the TFH rendering the Video Services and not being in breach of any of its material obligations under these General Terms, you permit TFH to insert, or have the appropriate third party insert, credit as the producer of the Video Services on the end credits of the Video Services, with its name and web address printed on all hard copies of the Video Service and included alongside all online versions of the Video Services. 

2. Fees and Payment 

1. In consideration for the Video Services, you will pay to TFH the Fees. 

1. Unless otherwise agreed in writing, all Fees shall be due within 30 days following receipt by you of the relevant invoice. You will notify TFH as soon as possible on becoming aware that you will not be able to pay the Fees on time.

1. Late payment by you of the Fees shall be a material breach of this Agreement and entitle TFH to immediately suspend provision of the Video Services. 

1. Any Fees not paid within the 30-day period specified above will result in the addition of a late fee, representing 10% of the Fee value for every 30-day period the Fees remain outstanding. 

1. Grant of Intellectual Property Rights

1. TFH assigns to you absolutely with full title guarantee all intellectual property rights in the Video Services throughout the world in all existing and future media including all renewals, revivals, reversions and extensions and all associated rental and lending rights.

1. You agree that TFH may use your name and intellectual property rights solely to the extent necessary for the purpose of providing the Video Services, such as by including them on delivery materials, referring to them in paperwork and in discussions with third parties in order to indicate the nature of the Video Services, and including them in TFH’s own promotional materials and showreels. You warrant that no such use shall infringe the rights of any third party.

1. TFH shall have the non-exclusive right in perpetuity to use extracts from the Video Services for its own promotional use in internal and client and prospective client presentations, showreels and on TFH’s website and social media. Each such extract must be no longer than five minutes in length, and the extracts used in any one promotional item must not exceed ten minutes cumulatively. TFH may, in its absolute discretion, publicise the creation of the Video Services for the purposes of marketing and publicity.  

1. Termination and Cancellation 

1. You may terminate the Agreement at any time by written notice of termination, and on settlement of account. When you terminate the Agreement, you will remain liable to pay in full for all work previously undertaken and in progress by TFH unless any other written agreement is reached in advance.

1. In the event of a termination or cancellation of this Agreement the following fee policy will apply: 

1. More than 15 days prior to work beginning – 50% of total fees will be due and payable.

1. Less than 15 days prior to work beginning – 100% of total fees will be due and payable.

1. Miscellaneous 

1. TFH may assign, subcontract or deal in any manner with any of its rights and obligations in relation to these General Terms without prior notice or consent. 

2. Nothing in these General Terms 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.

3. No variation of these General Terms and/or Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

4. These General Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these General Terms. 

5. 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 these General Terms or its subject matter or formation.

6. These General Terms 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.

7. If any provision of these General Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these General Terms nor invalidate or render unenforceable such provision in any other jurisdiction.