Terms and conditions

VIDEO PRODUCTION

TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF VIDEO PRODUCTION FROM EDWIN HAIGHTON FILMS

1. Definitions and general terms
In these terms and conditions, the words ‘Edwin Haighton Films’, ‘Edwin Haighton’, ‘we’, ‘us’, ‘our’ and ‘ours’ refer to Edwin Haighton Films. The words ‘client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organisation acting on their behalf.

These terms and conditions apply to all video, photography and associated audio product created by Edwin Haighton Films, including all moving and still images and sound recordings of whatever form.

2. Pre-production requirements
It is the client’s 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 Edwin Haighton Films for any delays or failure to deliver the agreed product if caused by any element which is the Clients responsibility.

Where copyright material is provided by the client for incorporation into a Edwin Haighton Films product, permission must be obtained from the original copyright owner / material provider.
By accepting these terms and conditions, the client hereby indemnifies Edwin Haighton Films 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.

The proposed statement of work must be agreed between Edwin Haighton Films and the client and signed off by the client before production work begins. Written or verbal sign offs are both considered acceptable.

3. Production and post-production
All works undertaken will be as per Edwin Haighton Films’s 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 organised by the client, it is the client’s responsibility to ensure that our production crew and supporting personnel have 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.

Edwin Haighton Films takes health and 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 are subjected to abusive or aggressive behaviour. In such circumstances the client will be fully liable for any costs incurred or subsequently arising as a result. Edwin Haighton Films will observe the site safety rules at all times and will liaise with the appropriate responsible person(s) named in the production brief.

4. Insurance
Edwin Haighton Films carries public liability insurance cover of EUR 1 million. A copy of our insurance certificate can be provided on receipt of a request to the following email address: info@edwinhaighton.com.

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 and 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, organisation 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 one weeks’ notice. If inadequate notice is provided, we reserve the right to charge a nominal fee to the

client to cover any costs incurred by the cancellation.

8. Equipment substitution
In the event that Edwin Haighton Films 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 on. One set of amendments/revisions will be incorporated within the agreed project cost, provided that any revisions or amendments fall within the original agreed brief. Subsequent revisions or significant re-edits will be charged our current daily rate.

10. Project duration and delivery
Any indication given by Edwin Haighton Films of a project’s duration is to be considered by the customer to be an estimation. Edwin Haighton Films will do everything possible to meet specific deadlines, providing there is clear communication, regular feedback from the client and payment schedules are adhered to. 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. Edwin Haighton Films will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

11. Copyright
The client owns the copyright to all raw footage captured and the finished, edited video file in the agreed formats. All post-production files within Edwin Haighton Films’s editing software (including and not limited to files held within Adobe After Effects and Adobe Premiere Pro) are owned by Edwin Haighton Films, unless subject to an alternative agreement between the client and Edwin Haighton Films.

Edwin Haighton Films reserves the right to utilise collected footage for its own promotional purposes, including but not limited to, its show reel, social media channels and website.

12. Storage
Edwin Haighton Films will store client footage for the duration of the project and for an undefined period thereafter for the purposes of re-edits. We STRONGLY recommend that clients wishing to store footage, request it from Edwin Haighton Films at the time of the project and store it on their own storage devices.

Edwin Haighton Films perform regular back-ups of all footage and assets but cannot guarantee the integrity of client or third-party footage. Clients must supply a suitable storage device (i.e., hard drive) at their expense, if the footage is not suitable to be sent electronically. Digital Data is stored by Edwin Haighton Films on the understanding that Edwin Haighton Films is not responsible for the future integrity of that data, or of any failure to retrieve data from the archive.

13. Payment terms
On agreement of a project, Edwin Haighton Films will raise an initial invoice for 50% of the agreed cost of the project. The initial invoice will be raised with payment required in full prior to principal filming and/or production (including post-production) commencing.

On completion of the project, the final 50% of the project cost (plus any additional costs and expenses that have been incurred) is then raised on a 30-day term. In the event of a project being confirmed, the client accepts these terms.

For high value and/or long-term projects Edwin Haighton Films can create a payment schedule to split the total cost across invoices valued at 30%, 30% and 40% of the project (plus any additional costs and expenses that have been incurred).

We reserve the right to charge further interest and late payment fees on all overdue invoices.
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.

Edwin Haighton Films 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 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.

14. Aggressive or abusive behaviour

We do not tolerate any abusive, threatening or demeaning language and/or behaviour towards our team members.

Aggressive or abusive behaviour includes language (whether verbal or written) that may cause staff to feel afraid, threatened or abused and may include threats, personal verbal abuse, derogatory remarks and rudeness. The use of swear words in written or verbal communication will not be tolerated and these communications will not be responded to. Swearing at members of staff will not be tolerated.

We also consider inflammatory statements, remarks of a racial or discriminatory nature and unsubstantiated allegations, to be abusive behaviour.

Any aggression or abuse directed towards our staff will not be tolerated and the project will immediately be cancelled. Any time spent working on the project will be charged to the client and any refunds will only be given once that time has been deducted.

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 Edwin Haighton Films under Dutch law.

 

PHOTOGRAPHY

TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF PHOTOGRAPHY FROM EDWIN HAIGHTON FILMS

1. DEFINITIONS

(a)For the purpose of this agreement “the Agency” and “the Client” shall where the context so admits include their respective assignees, sub-licensees and successor in title. In cases where the Photographer’s Client is a direct Client (i.e. with no Agency or intermediary), all references in this agreement to both “the Agency “ and “the Client” shall be interpreted as references to the Photographer’s Client. (b) For the purpose of this agreement “The Photographer” will mean the Author of the Photograph or Edwin Haighton Films. And shall where the context so admits include their respective assignees, sub-licensees and successor in title. (c) “Photographs” and
“Works” means all photographic material furnished by the Photographer, whether transparencies, negatives, prints, digital files or any other type of physical or electronic material in existence now or yet to be developed. (d) All contracts verbal or written are only accepted on the basis that the Terms and Conditions of the Photographer are the only ones applicable. (e) Other Terms and Conditions proffered by the Client are specifically excluded unless agreed in writing beforehand by the Photographer. (f) Where time is of the essence the Photographer entirely at its own discretion may accept an instruction given orally, in this event the Photographer shall accept no liability for any error in executing the order. (g) Unless the Photographer is given prior written notice by the Client, the person placing or signing the order on behalf of the Client is deemed to be authorised to do so. (h) When a Client’s policy is not to rely on email confirmations, hardcopy paperwork must be supplied, if none is provided, then the email traffic will constitute a contract in law.

2. COPYRIGHT

(a)The Author retains the entire copyright in the Photographs and Works at all times, throughout the World and (b) Where reproduction of Works has taken place and settlement has not been made, the Photographer will make such charges to the publisher of those images as falls within the law.

3. OWNERSHIP OF MATERIALS

(a)Title to all Photographs remains the property of the Photographer. (b) When the License to Use has expired the Photographs must be returned to the Photographer in good condition within 30 days and any archived digital files destroyed. (c) Title to any materials used in producing the Works is not transferred to the Client upon payment of the invoice.

4. USE

(a)The License to Use comes into effect from the date of payment of the relevant invoice(s). (b) No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission in writing. (c) Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. (d) Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed.
Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes. Where uses of an image are made which breach the licence to use further charges will be made. (e) Any reproduction rights granted are by way of licence only and no partial or other assignment of copyright shall be implied. (f) On the Client’s death or bankruptcy or (if the Client is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any licence granted shall immediately cease.

5. EXCLUSIVITY

(a)Unless agreed to in writing on the License to Use and the Invoice no exclusivity is given or implied to The Agency and/or The Client. (b) The Photographer retains the right in all cases to use or sell the Photographs. (c) Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.

6. CLIENT CONFIDENTIALITY

(a)The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission.

7. INDEMNITY

(a)It is the Client who must satisfy himself/herself/It’s self that all necessary rights, model releases, clearances or consents which may be required for reproduction of people, places or items depicted within any Works are obtained. (b) It is acknowledged that the Photographer gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or Works of art depicted in any picture. (c) The Photographer shall only be responsible for obtaining such clearances if this has been expressly agreed in writing before the shoot. (d) In all other cases the Client shall indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure
to obtain such clearances. (e) The Photographer will not be liable for any loss or damage, for any consequential loss of profit or income however caused including negligence by the Photographer, their employees or agents or otherwise, and it is the Client’s responsibility to insure against such loss or damage.

8. PAYMENT

(a) Payment due date will be clearly noted on the relevant invoice for the commissioned work. (b) Thereafter, further charges may be made for any additional statement, letter (whether as an email, fax, etc) issued for the recovery of the outstanding debt of not less than EUR 15.50 plus VAT each and all other costs for the recovery of debts including bank charges. (c) A further charge of 5% over the Rabobank rate from time to time is added to the invoice on the first day following that when settlement should have been made. Debt collection will be enforced. (d) Where a Client is a company and whether or not that company has gone into liquidation the individual directors will be responsible for all outstanding fees and costs in relation to the contract.

9. EXPENSES

(a)]Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise. The Client shall give approval to and be liable to such
extra expenses or fees, in addition to the fees and expenses shown on the Estimate as having been agreed or estimated.

10. REJECTION

(a)]Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.

11. CANCELLATION & POSTPONEMENT

(a) A booking is considered firm as from the date of confirmation and accordingly the Photographer

will, at his/her discretion, charge a fee of cancellation or postponement.

12. RIGHT TO A CREDIT

(a) The Licence to Use requires that the Photographer’s name ‘Edwin Haighton Films’ will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). The Photographer also asserts his/her statutory and moral right to be identified.

13. SUPPLY TO THIRD PARTIES

(a) The licence only applies to the Client and product stated on the Licence to Use.

14. ELECTRONIC STORAGE

(a) Save for the purposes of production for the licensed use(s), the Photographs may not be stored or archived in any form without the written permission of the Photographer. (b) Manipulation of the image or use of only a portion of the image may only take place with the written permission
of the Photographer. (c) Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.

15. APPLICABLE LAW

(a) This agreement shall be governed by the Laws The Netherlands

16. VARIATION

(a) These Terms and Conditions shall not be varied except by agreement in writing.

17. AGRESSIVE OR ABUSIVE BEHAVIOUR

We do not tolerate any abusive, threatening or demeaning language and/or behaviour towards our team members.

Aggressive or abusive behaviour includes language (whether verbal or written) that may cause staff to feel afraid, threatened or abused and may include threats, personal verbal abuse, derogatory remarks and rudeness. The use of swear words in written or verbal communication will not be tolerated and these communications will not be responded to. Swearing at members of staff will not be tolerated.

We also consider inflammatory statements, remarks of a racial or discriminatory nature and unsubstantiated allegations, to be abusive behaviour.

Any aggression or abuse directed towards our staff will not be tolerated and the project will immediately be cancelled. Any time spent working on the project will be charged to the client and any refunds will only be given once that time has been deducted.