JAM Creative Consultancy Ltd - Terms and conditions
These terms and conditions comprise the agreement (“Agreement”) between JAM Creative Consultancy Ltd (“JAM Creative Consultancy” or “we”) and you, as a client of JAM Creative Consultancy (“Client” or “you”) in relation to the video production services specified provided to you by JAM Creative Consultancy (the “Project”).
The receipt by you of this Agreement constitutes your agreement to be bound by the terms detailed herein.
- The Client acknowledges that any and all materials, videos or still images produced and/or captured by JAM Creative Consultancy in connection with the Project (the “Materials”) are the exclusive property of JAM Creative Consultancy and JAM Creative Consultancy retains all proprietary right therein.
- Upon completion of the Project and receipt of all cleared funds in accordance with clause 2 below by JAM Creative Consultancy, we may, upon prior written agreement, transfer the copyright ownership in certain Materials to the Client. Notwithstanding the foregoing, JAM Creative Consultancy reserves the right to use any or all of the Materials, either in sections or in their entirety, in advertising, marketing or any other promotional uses.
- The Client hereby represents and warrants that where the Client provides materials, including, without limitation, video, audio, photographs and logos for inclusion in the Materials (the “Client Material”),it has all the necessary rights and permissions to use the Client Material. Furthermore, the Client represents and warrants that the use of the Client Materials as contemplated herein will not infringe or violate any proprietary right of any third party.
- In consideration for the provision of the services for the Purpose, the Client undertakes to pay the fee agreed in the Purchase Order (the “Fee”) to JAM Creative Consultancy within 30 calendar days from date of invoice. [I For new clients (as defined by a previously unbilled client) we require a 50% payment in advance of the project commencement.
- JAM Creative Consultancy may exercise its statutory right to claim interest and compensation for debt recovery costs under the applicable laws if the Fee is not paid according to the Agreement. Interest is charged daily at 8% over the Bank of England base rate.
- Returned cheques will incur an additional fee of £50.00 per each returned cheque. JAM Creative Consultancy reserves the right to consider an account to be in default in the event of a returned cheque.
- JAM Creative Consultancy reserves the right to withhold delivery of, and any transfer of ownership in, any Materials until the overdue invoices are paid in full.
- If, during the Project, the Client fails to communicate with JAM Creative Consultancy for a period of more than 30 calendar days without prior notice or explanation, the Project shall be deemed satisfactory and complete. Notwithstanding the completion of the Project in such a manner, the Client shall meet its payment obligations in accordance with clause 2.1 above.
- Where applicable, the Client shall reimburse JAM Creative Consultancy for any reasonable legal expenses and third-party collection agency fees incurred as a result of the enforcement of this Agreement.
3. Approval / amendments of draft footage
We may send you a draft version of the Materials for review. You may provide one set of revisions in respect of such a draft only, such revisions included in the Fee. Subsequent revisions and/or a significant re-edit of the Materials will be charged separately at the daily rate of £600.00 + VAT.
4. Health and Safety
- JAM Creative Consultancy reserves the right to remove any of its personnel and/or equipment from a location if it deems it unsafe or if they are subjected to abusive or aggressive behaviour at any time. The Client shall be liable for any costs, damages or losses incurred as a result of such a disruption to the Project.
- JAM Creative Consultancy undertakes to observe the Client’s site safety rules at all times and will liaise with the nominated Health and Safety Manager if it deems so necessary.
JAM Creative Consultancy carries public liability insurance cover of £10 million. Upgraded specific project insurance cover may be available upon a specific request.
6. Project timeline
- Any indication given by JAM Creative Consultancy of the Project’s duration is to be considered by the Client to be an estimate. JAM Creative Consultancy will take all reasonable steps to meet specific deadlines, subject to clear and timely communications, prompt payment and regular feedback from the Client.
- In the event of adverse weather conditions, JAM Creative Consultancy reserves the right to change the date of filming to a more suitable day, mutually acceptable to the Client and JAM Creative Consultancy.
- In the event of filming being delayed or aborted due to a lack of organisation on the Client’s side on the day of the video shoot, JAM Creative Consultancy reserves the right to charge the relevant day’s filming costs. A re-visit to the site to carry out further filming works may incur additional costs.
- Where any losses or additional costs are incurred due to one or a combination of the events referred to in this section 6, such losses and costs shall be borne by the Client.
7. Changes and substitutions
- Any changes to the filming date by the Client shall be notified to JAM Creative Consultancy no later than 2 weeks prior to the originally agreed date. The Client shall be liable for all of the losses and costs incurred as a result of his failure to comply with the notification requirement.
- In the unlikely event that JAM Creative Consultancy experiences equipment failure or difficulties, it shall make best efforts to find suitable replacement equipment as soon as possible. JAM Creative Consultancy have the sole discretion as to the equipment used on the day of filming.
8. Purchase order
All works and the Fee agreed in connection with the Project shall be detailed in a written quotation provided by JAM Creative Consultancy in a PDF format by email (the “Purchase Order”). The terms of such Purchase Order are supplemented by the terms of this Agreement. Any amendments to the terms of the Purchase Order or additional filming days will be charged at our daily rates.
9. Access to filming venues
Where filming venues are organised by the Client, it is the Client’s responsibility to ensure that JAM Creative Consultancy has clear unobstructed access to all relevant locations required throughout the day(s) of filming. Any delays in filming may incur additional charges which shall be borne by the Client.
- The Client will protect, indemnify, defend and hold harmless JAM Creative Consultancy and its employees, against all suits, claims and proceedings by third parties relating to any loss or damage, damage to persons or property, and costs (including reasonable attorneys' fees) arising from or connected with the Project or the Agreement, save to the extent that such claims, losses or damages are caused by any negligence, wilful misconduct or breach of any term of the Agreement on the part of JAM Creative Consultancy. This provision shall survive termination of the Agreement.
- The Client acknowledges that a breach of this Agreement could result in irreparable injury to JAM Creative Consultancy for which monetary damages alone may not be an adequate remedy. Therefore, the Client agrees that in the event of a breach or threatened breach of this Agreement, JAM Creative Consultancy may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
- JAM Creative Consultancy recommends that its Clients use and enforce performers release forms, where applicable. It shall be the Client’s responsibility to ensure that a performer’s permission to use their images or audio has been obtained prior to the commencement of the Project. Failure to do so may result in re-edits the costs for, and losses incurred as a result of, which shall be borne by the Client exclusively.
- JAM Creative Consultancy and the Client acknowledge and agree that no person apart from themselves shall have the right to enforce the terms of this Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.
- This Agreement contains the entire understanding between the Client and JAM Creative Consultancy relating to the subject matter contained within this Agreement and supersedes all prior oral and written understandings between them relating thereto. In the event of any inconsistency between this Agreement and any other agreement concluded between the Client and JAM Creative Consultancy, the terms of this Agreement shall prevail.
- Any amendment to this Agreement must be in writing and signed by both the Client and JAM Creative Consultancy.
- This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by the laws of England and Wales and the Parties agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Agreement including any non-contractual obligations arising out of or in connection with this Agreement.