One Eagle Productions – Terms and Conditions
This is the written agreement (The Contract) between the Client and the Videographer (One Eagle Productions) for the production of a video project, in accordance with the below Definitions, Obligations and Other Provisions.
The following definitions apply in the Agreement:
One Eagle Productions may also be referred to as One Eagle.
Agreement: the agreement for video production services between One Eagle Productions and the Client for the supply of the Services and Deliverables outlined within these Terms and Conditions and Statement of Work document.
Brief: the completed video brief, where a briefing template will be sent to the client to complete before the Agreement is created.
Business Day: Monday – Friday (a day other than a Saturday, Sunday or Public Holiday in England when banks in the UK are open for business).
Client: the client identified in the Agreement.
Client Representative: as defined in the Agreement.
Confidential Information: proprietary information or information of commercial value, which has been kept confidential by the party from whom the information originates, including details regarding business operations, pricing, strategies or marketing, pertaining to either party’s clients and suppliers.
Contract Acceptance Date: the date on which the Client agrees to the terms of the Agreement and accepts the stated Deliverables in accordance with the Statement of Work.
Costs: the costs and expenses, including any Third-Party Materials costs (if known) detailed in the Statement of Work.
Deliverables: any deliverables described in the Statement of Work.
Input Materials: all Client acceptances or approvals, scripts, documents, footage, images, audio, branding materials, performances and services to be provided by the Client, or on its behalf (including by talent, contributors, consultants or freelancers procured by the Client) to One Eagle Productions relating to the Deliverables, as specified in the Statement of Work or as otherwise agreed by the parties throughout the project.
Intellectual Property Rights: all copyright, related and neighbouring rights, trademarks, service marks, company and domain names, get-up and trade dress rights, format rights, database rights and all other intellectual property rights.
Payment Schedule: the schedule of payments set out in the Agreement.
Production Schedule: the agreed dates, times and locations for any meetings, filming and post-production of the Video, as agreed in the Statement of Work.
Services: the work to be provided by One Eagle Productions as detailed in the Statement of Work, including the agreed Deliverables.
Statement of Work: the statement of work provided by One Eagle Productions to the Client, once signed by an authorised representative of the Client and One Eagle Productions, including the Brief, the Production Schedule, and agreed Costs.
Third Party Materials: materials which are owned or licensed by a Third Party and used in connection with the Deliverables, outlined as such in the Statement of Work.
2.1 Once a brief is agreed, this shall be incorporated into a Statement of Work, along with a quote which will require a signature from both parties. Once a Statement of Work is signed by both the Client and One Eagle Production, this creates a legally binding Agreement between the Client and One Eagle Productions.
2.2 For the avoidance of doubt, these Terms and Conditions shall be incorporated into the Agreement.
2.3 These Terms shall take precedence over any alternative Terms and Conditions received from the Client throughout initial communications, including but not limited to, a purchase order from the Client where alternative payment terms may be indicated.
2.4. One Eagle Productions will not commence work on a project until an Agreement has been signed by the Client, and this must be no less than 2 business days before commencement of work.
2.5 If there are any conflicts or inconsistencies between these Terms and Conditions and the Statement of Work, the terms outlined in the Statement of Work shall apply.
Provided the Client returns the signed Statement of Work by the date specified in the Statement of Work, the Services shall be provided by One Eagle Productions from the commencement date to the completion date specified in the Production Schedule.
4.1 One Eagle Productions and the Client agree to meet/communicate as agreed between the parties to consult over the content and artistic direction of the Video. The Video will be created in accordance with the Statement of Work, and the Client grants editorial and artistic control over the Video to One Eagle Productions as a professional Video Production Company.
4.2 At various stages, as are outlined in the Statement of Work, music, scripts, storyboards, voice overs and design (as applicable) for the Video will be submitted to the Client for acceptance. The Client Representative shall include feedback from all key stakeholders at each stage of acceptance in accordance with the Project Schedule. The Client Representative shall ensure that all feedback is clear and concise.
4.3 If a project requires additional content or services outside of the original scope and not included in the Statement of Work, then there will be an additional charge incurred. This might include, but is not limited to, additional filming, extension of video length, change/additional formats, changes to accepted materials, additional round of amendments exceeding agreed amount. An amendment will be made to the contract with a revised quote that will require resigning by both parties. This Agreement will supersede any original agreements.
4.4 Unless stated otherwise in the Statement of Work, Video projects will allow two rounds of amends, with the second round of amends relating to changes made from the first round of amends. Any new requested changes will be subject to charge in accordance with clause 4.3.
4.5 Once the first cut is delivered to the Client, if amendments or sign off is not received within 10 Business Days then acceptance of the Video shall be deemed granted, and the final invoice will be issued due for payment in accordance with clause 6.5.
One Eagle Productions agrees that:
5.1 it shall perform the agreed Services in co-operation with the Client via the Client Representative and where requested by the Client, its other professional advisers and service providers such as the Client’s PR or advertising agency.
5.2 it will provide a professional crew for the project with relevant training/qualifications required, for example, aerial work (drone usage) will only be operated by a Drone Pilot with who has holds the necessary NQE and ‘Permission for Commercial Operations (PfCO) from the Civil Aviation Authority (CAA).
5.3 it shall maintain the relevant ground and aerial public liability insurances up to the value of £1,000,000.
5.4 in relation to aerial work, it will perform relevant pre-site assessments to assess whether permission for restricted air space controllers is required, e.g. Air Traffic Control.
5.5 where applicable, it shall be responsible for the payment of all Third Party Materials and goods and services commissioned by One Eagle Productions to perform the Services detailed in the Statement of Work (with appropriate copyright access). These will be invoiced to the client in accordance with clause 6.4.
The Client agrees that:
5.6 it shall provide its acceptance of the Deliverables and the Services promptly and reasonably as detailed in clause 4 and the Production Schedule.
5.7 it shall provide the applicable Input Materials in accordance with the Production Schedule at no cost to One Eagle Productions.
5.8 unless otherwise agreed with One Eagle Productions and stated in the Statement of Work, it shall provide the relevant access and/or permissions to film at a location, procure relevant employees, models, actors or contractors required for the shoot and shall comply with any health and safety policies for the premises.
5.9 unless otherwise agreed with One Eagle Productions and stated in the Statement of Work, it shall obtain relevant release forms, consents, licenses and waivers signed by any employees, agents and guests at the Client’s premises that appear in the Video.
5.10 it shall be available to provide hands-on assistance during filming, if required.
6.1 All quotes are free and valid for thirty (30) days unless otherwise agreed or stated.
6.2 An approximate quote can be provided on initial contact from the Client, without prejudice, but is subject to change based on the information provided in the Briefing Document, for example if additional services are required or the scope of the project increases/decreases. A final quote will be included in the Agreement which requires a signature by the Client Representative as acceptance.
6.3 Unless agreed otherwise in writing, One Eagle Productions reserves the right to request 50% of the invoice as a deposit, payable after signing the Agreement and to be received at least 48 hours prior to work commencing. The remaining 50% shall be payable within 7 (consecutive) days on completion of the project. For any longer term projects, The Client and One Eagle Productions will agree progress payments.
6.4 Production fees shall be exclusive of disbursements and expense items related to the agreed project, including, but not limited to, postage, overseas telephone charges, disc or tape duplication, creation of audio and video streaming files, travel, accommodation, subsistence which will be invoiced to the client on the relevant project, or separately if required. One Eagle Productions will, at the Client’s reasonable request, give the Client details of its spending of the Costs up to the date of such request.
6.5 The Client shall pay One Eagle Productions the Costs detailed on the invoice within 7 (consecutive) days of the project completion date as detailed in the Production Schedule of the Statement of Work. This is required in pounds sterling, in full, to a bank account nominated in writing by One Eagle Productions.
6.6 If the Client disputes any invoice in good faith, it must notify One Eagle Productions within 7 days of receipt of that invoice. The Client may withhold payment of the disputed amount until this has been resolved, but must still pay the undisputed amount in accordance with the terms of clause 6.
6.7 for any late payments, the Client will be charged a rate of 4% per annum above the Lloyds Bank base rate with interest being accrued on a daily basis from the invoice due date until payment. The Client shall pay the interest together with the overdue amount and One Eagle Productions has the right to suspend all Services until payment has been made in full.
7.1 Copyright and ownership of all material is retained worldwide by One Eagle Productions at all times. The Client has permission to use the content once full payment is delivered, in accordance with the Agreement.
7.2 the full collection of raw footage filmed and the edit files will be retained by One Eagle Productions. If the Client wishes to obtain the rights to these files then this would be subject to an additional fee and would need to be agreed by both parties.
7.3 the Client will be permitted to use the video for commercial purposes in the promotion of their business. The Client may not re-sell and re-license the content. To obtain full copyright of the content, this would be subject to an additional fee and agreement by both parties.
7.4 One Eagle Productions retains the right to use any content of the project (in part or in full) for the purpose of One Eagle Productions promotional use, unless otherwise agreed in writing with the Client.
7.5 the Client shall own or be entitled to grant One Eagle Productions the right to use the Intellectual Property Rights in the Input Materials supplied for the purposes of the project only.
7.6 One Eagle Productions reserves the right to include watermarks on its delivered video until full payment has been received from the Client, after which a final watermark-free version will be delivered.
8.1 if postponement is required due to the Client failing to comply with their obligations in accordance with the Production Schedule (such as late delivery of the Input Materials), such delay shall not have the effect of delaying or pushing out the payment of the final installment of any Costs, which shall be paid, except in the event of any delays caused by One Eagle Productions.
8.2 in relation to aerial filming:
8.2.1 in the event that unsuitable weather prevents the use of drones for filming, or the Client deems the weather unsuitable for meeting deliverables, then One Eagle Productions will endeavour to rearrange the Services as soon as possible after the agreed Date.
8.2.2 where it is not possible to re-schedule the Services due to the Client’s requirements, the normal cancellation policy will apply.
8.2.3 the Client will be liable for any costs incurred by One Eagle Productions as a result of re-scheduling the Services.
8.2.4 One Eagle Productions is not responsible for delay or failure to provide the Services due to unsuitable weather conditions and cannot be held liable where this results in loss or damage to the Client.
8.3 in the event of cancellation by the Client:
8.3.1 after the Agreement has been signed and prior to project commencement, then One Eagle Productions reserves the right to claim 50% of the agreed project fee (the deposit) in addition to any costs already incurred from third parties.
8.3.2 after the Agreement has been signed and during the project, then One Eagle Productions reserves the right to claim 100% of the agreed project fee in addition to any costs already incurred from third parties.
8.4 either party may cancel the Agreement in the event of the other party becoming insolvent or involved in a liquidation or termination of its business.
9.1 All official notices between parties should be delivered in writing, either:
9.1.1 delivered by hand or by prepaid first-class post.
9.1.2 sent by e-mail to firstname.lastname@example.org between the Client Representative and a One Eagle Productions representative.
This Agreement shall be construed in accordance with and governed by the laws of England and Wales whose courts shall be the courts of the competent jurisdiction.