These Terms and Conditions are the standard terms that apply to all Services provided by Menace Media LTD, trading from 1st Floor, 12 Gregory Street, Northampton, NN1 1TA (“the Company/we/us/our”).
These Terms and Conditions apply to business Clients only – if you are a consumer (as defined in the Consumer Rights Act 2015), separate terms and conditions will apply.
- Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” means the contract formed in accordance with clause 2, which will incorporate and be subject to these Terms and Conditions;
“Client/you/your” means the business, firm or corporate body purchasing our Services. Where an individual is entering into the Contract on behalf of a business, that individual confirms they have the authority to enter into the Contract on behalf of that business and the business will be our Client in the context of the Contract;
“Quotation” means our written proposal to provide the Services, which remains open for acceptance for a period of 7 days unless otherwise stated and sets out our entire scope of works; and “Services” means the video production, photography, live streaming, audio, drone and/or any other services provided by us to you.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing/written” includes emails & similar communications;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.2.4 a clause refers to a clause of these Terms and Conditions;
1.2.5 a “party” or the “parties” refer to the parties to these Terms and Conditions; and
1.2.6 the respective parties includes their employees & sub-contractors.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.
1.4 Words imparting the singular number include the plural and vice versa. References to persons include corporations.
- The Contract
2.1 We will issue a Quotation to you setting out the project brief and the agreed concept, following our initial discussions with you. Please provide us with as much information as possible when making your initial enquiry, including any specific events, people or compositions you wish for us to capture, so we can quote accurately.
2.2 Your acceptance of our Quotation, either electronically or otherwise, or the placement of an order, creates a legally binding Contract betweenyou and us, and includes the acceptance of these Terms and Conditions, which will apply between you and us.
2.3 You are responsible for the accuracy of any information you submit to us and for ensuring that our Quotation and proposed scope of works reflect your requirements. Our Quotation is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident, we reserve the right to adjust it.
2.4 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless we agree otherwise in writing.
- Services – General
3.1 We will provide all our Services with reasonable care and skill, in accordance with the scope of works as set out in the accepted Quotation.
3.2 Our normal working hours are Monday to Friday, 9am – 5pm, excluding bank holidays, unless otherwise agreed. Services required outside of these times are subject to our availability and may incur additional costs.
3.3 Within our Quotation, we will specify the number of visits included in the price, where applicable. If additional meetings or visits are required, these will be chargeable as extra.
3.4 We will use reasonable endeavours to meet any timescales agreed in the Quotation but any such dates will be estimates only and time will not be of the essence of the Contract for the performance of our Services.
- Video and Photography Shoots and Live Streaming Events
4.1 It is your responsibility to arrange use of and access to the venue at the times and date(s) agreed, unless we have specifically included for this in the Quotation. You are also responsible for advising the venue in advance that the shoot is taking place and for obtaining any necessary consents, approvals and permissions, and posting disclaimers where required. We can arrange to visit your chosen location in advance to check its suitability, but we reserve the right to charge for this, if this is not included in the Quotation.
4.2 Please note that any specific compositions and shots we may discuss during the project brief are a guide only and are dependent on the circumstances, such as timing, weather, venue issues, willingness of participants and delays. If specific conditions are required, we can arrange to reschedule the shoot, however we reserve the right to charge for the wasted day.
4.3 Please also bear in mind that impractical layout, poor lighting and background noise could significantly affect the quality of the end product.
4.4 All participants will be required to sign a release form (and a parent or legal guardian will need to do so for any child that will be featured).
4.5 We may need access to participants due to be featured before the shoot takes place, to ensure they are prepared. It is your responsibility to ensure such participants are fully briefed and have been given any script they may have to perform. We will use all reasonable endeavours to ensure a successful outcome, however we cannot guarantee the willingness or quality of performance of any featured participants.
- Drone Footage Services
5.1 All our drone operators are fully insured and have PfCO (Permission for Commercial Operations) from the CAA.
5.2 We will carry out a site visit (or digital visit) of the area in advance, to conduct a risk assessment.
5.3 It is the pilot in command’s sole decision as to whether or not it is safe to fly. If we determine that we will be unable to fly the drone on the agreed day due to any circumstances beyond our control such as adverse weather, changes from the risk assessment or otherwise, we will rearrange the date but we will retain the deposit and you will be required to pay for any costs and expenses we may have incurred. If we are unable to rearrange the date, we will refund any money paid to us in advance, minus the deposit and any costs and expenses we may have incurred.
- Audio Services
6.1 All audio and music studio Services are payable in full, up front, at the time of booking.
6.2 No refunds will be offered if you fail to attend on the agreed date or if you choose to cancel the project part-way through.
6.3 The copyright in the finished product will belong to you but we reserve the right to use this and any draft versions or parts of it in our portfolio, on our website and for any other purpose we may require.
- Video Editing
7.1 We will issue a draft version of the video to you as soon as reasonably possible. We will accommodate 3 rounds of minor editing changes, without charge. If you are unsure whether your changes constitute minor changes, please ask us for clarification. Any other changes required will be chargeable. We also reserve the right to charge additional costs if the original brief changes significantly at any time.
7.2 Any issues with the draft must be raised within 7 days from the date it is sent, or we will deem the draft to be acceptable and will proceed to creating the final version. It is your responsibility to check for mistakes, including spelling mistakes, in the draft version(s). The final version will not be released until we have received payment in full.
7.3 Please note any delays in approvals or comments will incur delays to any agreed timescales.
7.4 Once any agreed editing has taken place and provided the final invoice has been paid in accordance with clause 9 below, we will then send your final video in the agreed format.
7.5 We will add our logo to the end of the video unless otherwise agreed.
7.6 After we have provided the final video to you, any changes required to it or any additional copies required will be chargeable.
- Variations and Amendments
8.1 If you wish to vary the Services to be provided, please notify us as soon as possible. We will use all reasonable efforts to make any required changes and will invoice you for any additional costs incurred as a result.
8.2 If we have to make any change in the arrangements relating to the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
9.1 Unless otherwise agreed in writing, our standard payment terms are:
9.1.1 50% of the quoted fee due upon acceptance of our Quotation. We will not schedule the work until the deposit is paid in full. This deposit is non-refundable;
9.1.2 50% of the quoted fee will be invoiced at the time the first draft is made available to you. This is due within 14 days, or on completion of the final version, whichever is the sooner.
9.2 However, we reserve the right to request 100% of the quoted fee up front at our discretion and will advise of this in the Quotation.
9.3 Audio Services are payable in full, up front, as set out in clause 6, unless otherwise agreed.
9.4 All prices we may quote are exclusive of VAT, where applicable. If the ate of VAT changes between the date of your acceptance of our Quotation and the date of your payment, we will adjust the rate of VATthat you must pay.
9.5 We reserve the right to charge you for our reasonable travelling time, mileage, subsistence and other expenses and for any materials, goods and additional Services we supply at your request.
9.6 We also reserve the right to charge for any costs we may incur for wasted visits, delays or additional time required to be spent on the Services, where this is caused by any reason beyond our reasonable control.
9.7 The time of payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend the Services and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time in force, both before and after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We will also charge for any costs we incur in attempting to recover any outstanding debt.
10.1 Subject to clause 10.3, you cannot terminate any one-off project once the Contract is formed. In the event of termination, you will be required to pay the total quoted fee, which will become immediately due and payable, and we will complete any works we may have started. Upon receipt of payment, we will hand over the completed works.
10.2 We may terminate the Contract for any reason at any time. If we terminate and you have paid for Services we have not yet provided, then those sums will be refunded to you on a pro rata basis.
10.3 Either party may terminate the Contract immediately by giving the other party written notice if:
10.3.1 either party breaches the Contract in any material way and if the breach is capable of remedy, fails to remedy it within 7 days of being notified of the breach; or
10.3.2 a receiver is appointed of any of either party’s property or assets, either party becomes subject to an administration order (within the meaning of the Insolvency Act 1986) or goes into liquidation (except for the purposes of amalgamation or re-construction), or either party ceases, or threatens to cease, to carry on business.
10.4 In the event of termination due to your default under clause
10.3, we will retain any monies paid in advance and will invoice for the remainder of the quoted fee, which will be immediately due and payable.
- Copyright and Licence
11.1 The copyright in all materials we produce is, and will remain, our property.
11.2 Provided we have received payment for the total Contract value in full in accordance with clause 9, we will grant you a non-exclusive licence to use the final version of the materials we have produced under the Contract, subject to the following terms:
11.2.1 The licence will become effective once we have delivered the final version to you and, subject to the provisions of this clause 11, will continue from that date for the duration of copyright protection (which will be the life of the author plus 70 years under Section 12 of the Copyright, Designs and Patents Act 1988);
11.2.2 The licence will apply only to the final version in the current form it was sent to you and will not extend to any draft versions or other materials viewed by you;
11.2.3 The licence does not give you any editorial permission, therefore it does not entitle you to edit, cut or otherwise alter the materials in any way, unless we have agreed this in advance and you have agreed to the additional costs associated with this;
11.2.4 You may not sub-licence the licence granted without our express written permission;
11.2.5 You may not use the materials for any purpose other than the purpose for which they were originally produced;
11.2.6 We reserve the right to use the materials and any part of them in our portfolio and showreel, for advertising and promotional purposes or for any other purposes we may require;
11.2.7 Any licence granted will be automatically revoked if you breach any of these Terms and Conditions.
11.3 Raw footage remains our property at all times. If you wish to obtain this, you must notify us at the time of our Quotation and if we agree to do so, we will provide a price.
11.4 Where music and/or other stock media is required, we can arrange to purchase the licence to use this and will include it in our price, provided you have requested for us to do so at the briefing stage. Otherwise, this will be an additional cost. In the event we purchase this for you, you will be responsible for complying with the licence terms relating to its usage. You can provide us with your own music and/or stock media but this must be provided before the editing stage and we may request evidence of your right to use it.
11.5 You warrant that any logo, image, document or instruction you supply or give to us will not cause us to infringe the intellectual property rights of any third party.
11.6 You agree to indemnify us against all loss, damages, costs and expenses awarded against us or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or other intellectual property rights resulting from your breach of this clause
- Our Liability
12.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
12.2 Except as provided in clause 12.1, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, sub-contractors or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are expressly excluded, to the maximum extent permitted by law.
12.3 In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, will not exceed the total fees paid by you under the Contract in the preceding 12-month period.
12.4 We may provide professional advice and recommendations in relation to the Services, but we cannot accept responsibility for any actions taken as a result of such advice or recommendations, nor can we guarantee the success or outcomes of any materials provided as a marketing tool. Further, we will not be liable for any consequences should our professional advice not be taken.
- Events Outside of our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, natural disaster, epidemic, pandemic or any other event beyond our reasonable control.
- Data Protection
14.1 Both parties agree to comply with all applicable data protection legislation in force including, but not limited to, the Data Protection Act 2018, the General Data Protection Regulation 2016, and any subsequent amendments to them.
- Other Important Terms
15.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Contract. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. Where we use sub-contractors, we will be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
15.2 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions. 15.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) will be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions will still be valid and enforceable.
15.4 No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision. 15.5 Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
15.6 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent, or 3 working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
- Law and Jurisdiction
16.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
16.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.