Terms and conditions
TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF PRODUCTION FROM THE FOODIE STUDIO AND TREE POST PRODUCTIONS LTD.
Once a quote is agreed, it shall be incorporated into a Statement of Work which shall be signed by both parties. Once a Statement of Work is signed by both the Client and Tree post Production Ltd., this creates a legally binding Agreement between the Client and Aspect.
Tree Post productions Ltd. (Registered in England & Wales. No: 09747028) and its brand ‘The Foodie Studio’ whose registered office is at 30 Oaklands close, BR5 1QQ, London England, provides video content and production and strategic and activation services for branded video content. These Terms & Conditions govern the supply of the Services to the Client identified in the Statement of Work.
1. Definitions & General Terms
In these Terms and Conditions the words ‘Tree post Production Ltd’ ‘Tree Post’ ‘The Foodie Studio’ ‘foodie studio’ ‘foodie’ ‘foodiestudioltd’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Tree Post Productions Ltd, a UK registered limited liability company. The words ‘client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organization acting on their behalf.
These Terms and Conditions apply to all video and associated audio product created by Tree Post productions Ltd, including all moving and still images and sound recordings of whatever form.
2. Pre-production requirements
It is the Clients responsibility to obtain all necessary permissions including but not limited to performances, branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other copyrighted material which will form part of the final video production.
No liability will be accepted by Tree Post productions Ltd. for and delays or failure to deliver the agreed product if caused by any element which is the Client's responsibility.
Where copyright material is provided by the client for incorporation into a Tree Post productions Ltd., permission must be obtained from the original copyright owner/material provider.
The client undertakes to indemnify Tree Post productions Ltd. against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.
A full production brief must be signed off by the Client before production work begins.
3. Production and post-production
All works undertaken will be as per Tree Post productions Ltd. written quotation based upon the agreed production brief. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our current daily rates.
Clear access for video and sound capture shall be arranged and managed by the Client. If filming venues are being organized by the Client, it is the Clients responsibility to ensure that our production crew and supporting personnel has clear access to all relevant locations required throughout the day. Delays in production as a result of inadequate access or facilities may incur additional charges.
Tree Post productions Ltd. takes Health & Safety matters seriously and we reserve the right in all instances to remove any of our personnel and/or equipment from a location if we deem it to be unsafe or if our crew is subjected to abusive or aggressive behavior. In such circumstances, the Client will be fully liable for any costs incurred or subsequently arising as a result. Tree Post productions Ltd. will observe the site safety rules at all times and will liaise with the appropriate Responsible Person(s) named in the production brief.
Tree Post productions Ltd. carries public liability insurance cover of five million pounds. A copy of our insurance certificate can be provided on receipt of a request to our offices. Extended or upgraded specific project insurance cover can be provided if required upon request, provided this is agreed at the time of booking and included in the production brief.
5. Adverse weather conditions
In the event of inclement weather which in our opinion would pose a risk to health & safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.
6. ‘Client delays’
In the event of filming being delayed or aborted due to the Client’s failure to adhere to the agreed dates, times, access, facilities, organization or any other matter specified in the production brief, we reserve the right to re-schedule the affected days of filming and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming day(s).
7. Changes to the filming schedule
In the event of the Client wishing to change or cancel the filming date, we require a minimum of 4 weeks’ notice. Failure to comply will result in the Client becoming 100% liable for all costs associated with the originally scheduled dates.
8. Equipment substitution
In the event that Tree Post productions Ltd. experiences equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.
9. Approval/amendments of draft footage
Under normal circumstances, one ‘first cut’ edit will be available for the Client for review and comment. One set of revisions will be incorporated within the agreed project cost provided that any revisions or amendments fall within the originally agreed brief. Our video editing and production facility is available for client viewing and review, and all clients are encouraged to attend personally during editing so that all revisions can be signed off without delay. Subsequent revisions or significant re-edits will be charged at a rate of £300 + VAT per day or part thereof.
10. Project duration and delivery
Any indication given by Tree Post productions Ltd. of a design project’s duration is to be considered by the customer to be an estimation. Tree Post productions Ltd. will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. In all cases, our liability will be limited to the agreed total cost of the project, less any costs incurred by us for any work already done on the project provided such work is within the agreed production brief. Tree Post productions Ltd. will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.
Tree Post productions Ltd. asserts its full rights as the copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by Tree Post Productions Ltd. and is protected under UK law.
12. Usage license – rights to the use of project content
Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies Tree Post productions Ltd. against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material
We retain all rights to the usage of footage captured during the production of any client-commissioned project. As part of our video production service, we will grant a time-unlimited license for use of that footage to the Client subject always to the following express condition:
“Tree Post productions Ltd. retains all copyright over any content we produce. A usage license grants the Client permission to use the content in the state in which we provide it to the Client. Permission is not granted to re-edit, copy or alter the content in any way.
We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.
Tree Post productions Ltd. assigns to the Client a license to use the video production in its complete delivered form only. We do not give permission for any material to be altered, edited or used as part of another production unless this is expressly agreed in writing.
Provided that all monies due to us from the Client have been received as cleared funds in our bank account, and provided that the Client is not in breach of anything contained in these Terms and Conditions the Client is granted a perpetual usage licence relating to the video material in its delivered form.
We retain the right to use any of our copyright material for any legal purpose, including its use within projects for other clients unless (a) we have granted an exclusive license to any Client or (b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client.
Our payment terms are strictly 30 days from the date of invoice and in the event of an order being confirmed the Client accepts these terms.
We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998. E & OE.
We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
The Client shall be responsible for all collection or legal fees necessitated by late or
default in payment. Tree Post Productions Ltd. reserves the right to withhold delivery and any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use our copyright material under this an Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.
All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means. This document shall be taken as an agreement between the Client and Tree Post productions Ltd. under UK law.
Acceptance Date: the date on which the Client notifies Tree Post Productions Ltd. in accordance with the terms of the Agreement that it accepts, as satisfactory, the Deliverables.
Agreement: the video production agreement between Tree Post Productions Ltd. and the Client for the supply of the Services by Aspect to the Client, made in accordance with clause 2.1 and incorporating the Statement of Work and these Terms.
Applications: the application(s) for the Video and/or the Deliverables (if applicable), detailed in the Statement of Work.
Brief: the completed video brief, that is attached to the Statement of Work.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: proprietary information or information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates, including information relating to the party’s business operations, strategies, pricing, marketing and information relating to the methodologies used to create the Deliverables or any of their constituent parts, commercial or technical know-how, any and all of the foregoing information pertaining to either party’s clients and suppliers.
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, including the Video but excluding the Edit Files.
Edit Files: the files which are created by Tree Post Productions Ltd. after the rushes phase and before the final production of the Video, which can show or from which can be deduced the highly skilled editing processes and methodologies used by Aspect to create the Video.
Input Materials: all Client acceptances or approvals, scripts, footage, documents, branding images and materials, images and 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 Tree Post Productions Ltd. relating to the Services and Deliverables, as specified in the Statement of Work or as otherwise agreed by the parties from time to time, including the Client’s name and any Client branding provided by the Client to Aspect.
Intellectual Property Rights: all copyright, neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, format rights, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Key Creative Parameters: those key creative parameters for the Video, set out in the Statement of Work.
Key Personnel: those persons listed in the Statement of Work who will provide the services for the production of the Video, which may include presenters or actors appearing in or providing voice-over contributions to the Video, the director, individual producer, lead photographer or cameraman, and editor.
Payment Schedule: the schedule of payments set out in the Statement of Work.
Pre-Production Pack: the pack of materials prepared by Tree Post Productions Ltd. and delivered or presented by Tree Post Productions Ltd. to the Client before the Shoot Date which details amongst others, the cast members, location(s), props, costumes, scripts and a detailed breakdown of the Services for the Shoot Date.
Pre-Production Meeting: the meeting where the pre-production Pack is presented or made available to the Client or a representative of the Client.
Production Schedule: the agreed dates, times and locations for the preparation, production, and post-production of the Video during the Term, as attached to the Statement of Work.
Response to Brief: any response to the Brief prepared by Tree Post Productions Ltd. and attached to the Statement of Work.
Services: the work to be provided by Tree Post Productions Ltd. as described in the Statement of Work, which includes the creation of the Deliverables.
Shoot Date: the date specified for such in the Production Schedule.
Statement of Work: the statement of work provided by Tree Post Productions Ltd. to the Client, once signed by an authorised representative of the Client and Tree Post Productions Ltd., which includes the Brief, the Response to Brief, the Production Schedule and the Costs.
Term: the period from the date of the Agreement until the Acceptance Date or (if earlier) termination of the Agreement.
Terms: these terms & conditions.
Third Party Materials: those materials identified as such in the Statement of Work, which are owned or licensed by a third party and used in connection with the Deliverables.
Video: the video to be produced by Tree Post Productions Ltd. as provided for in the Statement of Work including all rushes (being the entire footage from any Shoot Date).