general terms

GENERAL TERMS

 

  • INTERPRETATION

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:

Supplier: the relevant footage or photo agency, archive, film maker, photographer, individual and/or production company from whom we source Clips on your behalf.

Client Default: as defined at clause 5.3.

Clips: such footage, image or content of any kind, required by you to be sourced by us.

External Costs: has the meaning given to it in the Notes to the Key Terms.

Fees: the costs per Clip, plus any External Costs and any and all associated costs as advised to you.

IP: all intellectual property rights, including patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 rights to claim priority from, such rights 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.

Licensed Rights: the authorisation of a licensor to exercise some of the licensor’s rights in the IP, while retaining ownership and control of the IP as defined at clause 4.1.

Order: the Client’s order for Services as set out in the Key Terms.

Personal Data: as defined at clause 9.1.

Rights Clearance: as defined at clause 4.1.

  • Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.
  • BACKGROUND
    • These General Terms and the Key Terms (Agreement) form the agreement between us and you in relation to the Services, and any additional services we agree in writing.
    • No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, Order, confirmation of Order, specification or other document shall form part of the Agreement unless The Director Studio agrees in writing. No variation of this Agreement shall be binding unless expressly agreed in writing and signed by a duly authorised signatory on behalf of each party.
    • We may accept or reject any order for services at our discretion. An order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
      • the signature of this Agreement by both parties; or
      • on receipt of the Key Terms signed by you, us performing the Services, or notifying the Client that they are ready to be performed (as the case may be), in which case the services shall be deemed to be “Services” and we and you will be deemed to be bound by this Agreement in respect of the Services provided.
    • We may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supplyservices and are incapable of being accepted by the Client without entering into the Agreement.
    • The Director Studio may rely on third parties to perform some of the Services. The Director Studio is not responsible for the performance of such services by third parties. The Director Studio is an independent contractor to the Client, not an employee or partner of the Client in any way. The Services are provided for the sole benefit of the Client.
  • FEES, INVOICING & PAYMENT
    • The Fees payable for the Services, and payment terms, are specified in the Key Terms. In default of provisions detailing the Fees, the Fees shall be calculated in accordance with The Director Studio scale of charges in force from time to time and available at the Client’s request. We shall invoice the Client for the Services at any time after the date of this Agreement or performance of the Services. The Fees are payable without any set off, counterclaim or deduction.
    • We may increase the Fees at any time by giving you not less than 10 Business Days’ notice in writing provided that the increase does not exceed 15% of the Fees in effect immediately prior to the increase.
    • Without prejudice to clause 2, we may increase the Fees with immediate effect by written notice to you where there is an increase in the direct cost to us in supplyingthe Services which exceeds 15% and which is due to any factor beyond our control.
    • In the event of cancellation of the Services or termination of this Agreement, after acceptance of the Order, The Director Studio may determine in its absolute discretion whether to refund any advance payment for Services (which shall exclude any costs that are not reimbursed by third parties).
    • Time of payment is of the essence. If Fees are not paid in full by the due date,

we may, without limiting our other rights, charge interest on such sums at 5% year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

  • If Fees are not paid by the due date, we may withhold the provision of the Services, including the provision of any Licensed Rights, or any part of them until any outstanding Fees are settled.
  • Unless expressly stated otherwise, all amounts set out in this Agreement are exclusive of VAT. If any payment pursuant to this Agreement constitutes the whole or any part of the consideration for a taxable or deemed taxable supply to recipient, we shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply, provided that The Director Studio shall have delivered a valid VAT invoice in respect of such VAT. We will render a valid tax invoice to Client on request for all paid Services.
  • The Director Studio shall be entitled to set off or withhold any amount owed to the Client under this Agreement against any amount payable by the Client to The Director Studio.
  • RIGHTS CLEARANCE
    • If the Services include an obligation by The Director Studio to obtain a license of any IP from the relevant rightsholders (the “Licensed Rights” as further defined above) in relation to the Services (“Rights Clearance”), we agree to use our reasonable endeavours to obtain the licence or offer any alternative licence which we deem a reasonable replacement.
    • We will confirm availability of the required or an alternative licence and terms or restrictions relating to the use of the Licensed Rights in writing. Any and all such terms and restrictions shall be deemed incorporated into this Agreement. Without prejudice to the provisions of the preceding sentence, any licence granted under the Rights Clearance is granted solely in relation to the Services and the term for the Services specified in Key Terms, and subject to the restrictions or special conditions incorporated into this Agreement. Further, the Licensed Rights, where granted, are non-exclusive and non-transferable, and conditioned upon your (a) payment of all Fees, and (b) compliance with all terms and conditions of this Agreement. Use of any Licensed Rights without satisfying these conditions, or in any unauthorised manner, constitutes breach of this Agreement and shall entitle The Director Studio and/or the owner of the Licensed Rights to exercise all rights and remedies available under law, including us terminating this Agreement with immediate effect and without liability to us. 
    • You may not make, use, sub-license, assign or otherwise transfer the rights or distribute copies of the Licensed Rights for any purpose except as authorised in this Agreement. Except for the limited license granted herein, you shall not acquire any rights whatsoever (including, but not limited to IP rights and rights of publicity), ownership, or equivalent rights in or to any Licensed Rights or any derivatives or modified versions thereof.
    • The Director Studio shall have the right, upon reasonable notice to the Client, to inspect and audit the Client’s books and records with respect to uses made by the Client of the Licensed Rights to verify the Client’s compliance with the terms of this Agreement.
  • Performance
    • We may perform the Services in instalments. Any delay in performance or defect in delivery shall not entitle the Client to cancel any other instalment.
    • Time of performance of the Services is not of the essence. We shall use our reasonable endeavours to meet estimated dates for performance of the Services, but any such dates are approximate only.
    • We shall not be liable for any delay in or failure of performance caused by the Client’s failure to provide The Director Studio with adequate instructions for performance or otherwise relating to the Services or failure by the Client to perform any relevant obligation under the Agreement (‘Client Default’).
    • Without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays our performance of any of our obligations.
    • The Director Studio shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay to perform any of its obligations under the Agreement.
    • The Client shall reimburse us on written demand for any costs or losses sustained or incurred by The Director Studio arising directly or indirectly from the Client Default.
  • WarrantIES
    • The Client undertakes to: (a) pay all Fees and additional charges in accordance with this Agreement; and (b) promptly provide The Director Studio with all assistance, directions, instructions or information, reasonably required by The Director Studio to perform the Services. The Client warrants and represents that all information provided to us is accurate and complete and that it is fully entitled to enter into and perform its obligations under this Agreement.
    • The Client hereby warrants and represents that use of the Clips as provided under the Services shall:
      • be for legitimate professional and/or business purposes;
      • not (including by way of inflection or gesture or otherwise) contain any defamatory matter or breach any contract or duty of confidence nor bring The Director Studio into disrepute or subject it to criminal or civil proceedings, and does not incorporate any matter which constitutes contempt of court or breach any provision of law; and
      • be in compliance with all applicable laws.
    • The Director Studio warrants that at the time of performance the Service(s) will be provided using reasonable care and skill and shall conform to their description and be fit for the purpose detailed in this Agreement.
    • Without prejudice to our rights under clause 4, we may, at our option, remedy, re-perform or refund the Services that do not comply with the Key Terms, provided that: (i) the Client serves a written notice on The Director Studio within a reasonable time of discovering any defects in the Services, such notice to identify in sufficient detail the nature and extent of the defects, and (ii) the Client gives The Director Studio a reasonable opportunity to examine the claim of the defective Services and perform the remedial action of its choosing.
    • The Director Studio makes no representations or warranties that it owns or clears any rights, including any Licensed Rights; any and all Rights Clearance is given by the rightsholder and The Director Studio shall bear no liability in relation to the provision of any and all Rights Clearance, including any underlying IP rights, when granted by a third party rightsholder. Nor does The Director Studio grant the Client any rights beyond what is expressly set forth in this Agreement. To the extent permitted by law, all statutory and implied warranties including, without limitation, warranties of fitness for purpose or merchantability, are expressly excluded.
  • INTELLECTUAL PROPERTY
    • The Director Studio acknowledges that, with the exception of Licensed Rights, as between the parties the Client owns all IP relating to its website and all IP created or provided by the Client in connection with the Services. The Client grants a non-exclusive, non-transferrable worldwide license to The Director Studio in respect of its IP and for all purposes relating to the performance of the Services.
    • All copyright, know-how, designs, and other registered or unregistered forms of IP in any materials and works created in connection with providing the Services shall vest in The Director Studio. The Director Studio grants a non-exclusive non-transferrable worldwide license to Client for the purpose of obtaining the benefit of the Services as intended by the parties hereunder upon payment in full of all Fees and compliance with the Agreement.
    • Each party has rights in its trademarks and neither party shall not copy, alter, use or otherwise deal in such marks without the prior written consent of the other. Except otherwise communicated in writing, the Client agrees that we may include the Client’s trademark in our marketing activities.

 

  • CONFIDENTIALITY
    • Both parties shall keep confidential all confidential information of each party and any of their respective affiliates and shall only use the same, including to disclose the other party’s confidential information to its employees, officers, representatives or advisers, as required to perform the Services under the Agreement. The provisions of this clause shall not apply to: (i) any information which was already in the public domain at the date of the Agreement; (ii) any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement; (iii) any information which is independently developed by either party without using information supplied by the  other or by any affiliates; or (iv) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
    • This clause shall bind the parties during the term of this Contract and remain in force until such time as the confidential information shall cease to be confidential in nature. The Client shall not make any public announcement or disclose any information regarding the Agreement, except to the extent required by law or regulatory authority.
  • processing personal data
    • The parties may exchange personally identifiable information (‘Personal Data’) with each other in the course of carrying out their obligations under this Agreement. Each party shall use the Personal Data solely for the purposes of performing this Agreement. Each party shall comply with all applicable laws relating to the use of the Personal Data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law, and shall provide such assistance as is reasonably requested by other party to enable the other party to comply with such laws. Each party shall ensure that it has in place (a) all necessary notices and consents to enable the lawful exchange of the Personal Data and (b) appropriate technical and organizational measures to ensure the security of the Personal Data against unauthorized disclosure, access or use. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of this clause 8.
    • The Director Studio processes Personal Data in accordance with the terms and conditions of its privacy notice located at https://drive.google.com/file/d/1uUmwHq_A4jte0zeVmvg13w9Ni1Gxv0ec/view?usp=sharing

 

  • FORCE MAJEURE
    • Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Services which result from “Force Majeure”, being an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements). The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 2 months, either party may terminate this Agreement by written notice to the other party.
  • LIABILITY
    • The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
    • Neither party shall be liable for consequential, indirect or special losses.
    • Neither party shall be liable for loss of profit (unless flowing directly from the relevant and evidenced loss); loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); loss of use or corruption of software, data or information; and harm to reputation or loss of goodwill.
    • Notwithstanding any other provision of the Agreement, the liability of the parties for death or personal injury, fraud or fraudulent misrepresentations, or other damage or loss for which liability may not be excluded by law, shall not be excluded or limited.
    • To the extent permitted by law, The Director Studio’s liability for breach of any of the terms of this Agreement, and any liability that may arise under common law or statute, is limited, at the option of The Director Studio, to the re-supply of the Services, payment of the reasonable cost of re-supply of the Services or the applicable Fees.
    • The Client shall indemnify, and keep indemnified, The Director Studio from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by The Director Studio  as a result of or in connection with (i) any access to or use of the Services by the Client; and (ii) the Client’s breach of any of its obligations under the Agreement.
    • The Director Studio may at its option satisfy such indemnity (whether in whole or in part) by way of deduction from any payments due to it from the Client.
    • Nothing in this clause 10 shall limit the Client’s payment obligations under the Agreement.
    • Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.
  • Termination
    • [Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party [NUMBER] months’ written notice.]
    • We may terminate this Agreement  at any time by giving notice in writing to the Client if: (i) the Client commits a material breach of the Agreement, including failing to pay any amount due under the Agreement, which breach is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach; or (ii) any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Client or receive any benefit to which it is entitled.
    • We may terminate the Agreement at any time by giving notice in writing to the Client if the Client: (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; (b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the we reasonably believe that to be the case; (c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986; (d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; (e) has a resolution passed for its winding up; (f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it.
    • If the Client becomes aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Agreement under this clause 11, it shall immediately notify The Director Studio in writing. Termination or expiry of the Agreement shall not affect any accrued rights and liabilities of The Director Studio at any time up to the date of termination.
  • CONSEQUENCES OF TERMINATION
    • On termination of the Agreement:
      • the Client shall immediately pay to The Director Studio all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Director Studio shall submit an invoice, which shall be payable by the Client immediately on receipt;
      • the Client shall return all of The Director Studio materials and any deliverables under the Services which have not been fully paid for. If the Client fails to do so, then The Director Studio may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
    • Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
    • Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
  • general
    • Entire Agreement. The parties agree that the Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges that it has not entered into the Agreement, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.
    • The relationship of the parties to this agreement does not form a joint venture, partnership, employment, trust or agency.
    • Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement. ,
    • No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. Awaiver of any term, provision, condition or breach of the Agreement by The Director Studio shall only be effective if given in writing and signed by it, and then only in the instance and for the purpose for which it is given.
    • This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
    • Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses. If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
    • The Director Studio may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement, in whole or in part, without our prior written consent.
    • Governing Law. This Agreement, 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, is governed by the laws of England & Wales. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of courts with jurisdiction in England & Wales to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.