Terms & Conditions
Ideal Insight hereby agrees, subject to the terms hereof, to perform all pre-production, production and post-production services necessary in order to complete the agreed video(s).
Cancellation, Rearrangement and Delay Fees
Due to the cost implications to Ideal Insight, certain fees will apply should the Buyer wish to rearrange, postpone or cancel a video project after written confirmation, or if the venue is not ready when the team arrive. So long as Ideal Insight is not the party at fault in such situations, the following charges shall apply:
• Outside 60 days of the originally agreed date for the photoshoot, 10% of project price + VAT.
• 30-60 days from the original agreed date for the photoshoot, 20% of project price + VAT.
• 10-30 days from the original agreed date for the photoshoot, 35% of project price +VAT.
• Within 10 days from the original agreed date for the photoshoot, 50% of project price + VAT.
• Any and all expenses incurred by Ideal Insight to be reimbursed by the Buyer., this includes but is not limited to; reasonable travel, accommodation, equipment hire, specialist personal booking.
Travel and Accommodation Expenses
Ideal Insight reserve the right to charge for reasonable travel and accommodation expenses, including a payment of 45p per mile driven by the photographer, parking fares, train fares, airline fares, taxis taken (where reasonable to do so) and overnight accommodation (if necessary).
1) Definitions and Interpretations
1.1: In this Agreement, the following shall apply:
‘Agreed Date’ – means the date on which Videography & Photography will be conducted by the parties.
‘Cancellation Fee’ – means a fee for cancellation of, delay to or re-arrangement of Videography & Photography of the Venues, as set out in the Standard Terms attached to this Agreement.
‘Standard Terms’ – means the standard terms and conditions by which the Supplier operates, as attached to the front of this Agreement and agreed between the parties.
‘Project Price’ – means the total project price excluding VAT
‘Videoshoot Price’ – means the total video & photography price plus VAT.
‘Venues’ – means the locations the Buyer wishes to be included in the Video & Photoshoot service, as agreed between the parties.
‘Videoshoot(s)’ – means the event(s) at which the Supplier is conducting filming for the project. Unless otherwise stated, ‘Videoshoot(s)’ refers to both Videography and photography.
1.2: The Standard Terms, as attached to the front of this Agreement, shall take effect as though they were included as provisions in this Agreement, to the extent that they do not conflict with any of the provisions contained in this Agreement. The Buyer agrees to be bound by the Standard Terms.
1.3 – The headings in this Agreement are for the purposes of reference and convenience only and shall not affect the interpretation of this Agreement.
2.1: The Supplier will inform and agree with the Buyer days upon which the Videoshoots are conducted.
2.1.1: Each day that a Videoshoot is filmed upon will be treated as one separate and full working day.
2.1.2: If the Buyer wishes to film upon more than the specified day, this will be treated as an additional requirement, and an additional filming rate will be chargeable.
2.2 Videoshoot expectations are:
2.2.1: Crews are hired for a 8-hour shift per day (presence on site and including a 1-hour lunch break) unless otherwise specified.
2.2.2: Our crew will endeavour to be hospitable and polite, and dress according to the circumstances.
2.2.3: The Buyer is asked to brief their team to treat our crew with a degree of hospitality and politeness in return.
3) Supplier’s Obligations
3.1: The Supplier shall conduct the Videoshoots on the Agreed Date with respect to each of the Venues as agreed between the parties.
3.2: The Supplier will provide the equipment, crew, application of technical knowledge and expertise necessary to produce the Videoshoots.
3.3: The Supplier reserves the right to subcontract all or part of the Services to subcontractors located in the United Kingdom or other countries.
3.4: Upon full payment of the invoice for each video, the Supplier will deliver 1080p HD versions of each video produced to download
3.4.1: The supplier will store and catalogue all videos on Vimeo for up-to 1 year so that the Buyer may download the video at any time.
3.5: All video content will be filmed at 1080p HD quality and all photographs will be taken in RAW and delivered as large file JPEGs.
4) Buyer’s Obligations
4.1: The Buyer shall pay the Project Price in accordance with the schedule of Payment Terms & Timings specified in the Order Confirmation.
4.1.1: The Supplier reserves the right to charge interest at 8% above the Bank of England base rate on any amount remaining unpaid after this period from the date due until the time payment of the Project Price is made in full.
4.1.2: The Buyer shall be solely responsible for the payment for the Project Price. Any additions which would cause the Project Price to be exceeded either in nature, or amount of expense, shall require the prior written approval of the Buyer as an ‘Approved Overage’. Buyer shall be solely responsible for all Approved Overages.
4.2: The Buyer shall ensure that the Venues that they operate are set up and prepared on the day that it is agreed the Supplier shall conduct a Videoshoot of the Venues and in the manner the Buyer wishes for the Venues to be presented in the Video.
4.3: The Buyer is responsible for monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of Services at those premises, including:
4.3.1: All health and safety rules and regulations and any other reasonable security requirements that apply at any Location
4.3.2: If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Buyer that arise directly or indirectly from such prevention or delay.
4.4: The Buyer shall reimburse the Supplier for reasonable travel and accommodation expenses as set out in the Standard Terms attached to this Agreement.
4.5: The Buyer is encouraged to provide a suggested shot list to Supplier, or approve suggested shot list provided by the Supplier, no less than 7 days prior to each Videoshoot to confirm the shots that Buyer would like the Supplier to capture. The Supplier has no liability for capturing any of the shots on the list but will use best endeavours to capture all requested and agreed shots.
4.5.1: Should the Buyer later wish to include further shots after the video shoot is completed, it will be subject to a re-shoot charge at the discretion of the Supplier for this purpose.
4.6: The Buyer is responsible for obtaining and payment of relevant local permits and permissions to film any part of the production listed as a required part of their final product. Failure to obtain such permission and therefore not film such items shall not give right to the cancellation or non acceptance of final product by the Buyer.
4.7: It is the responsibility of the Buyer to inform guests and workers present on the property to be included in the production of the filming and to obtain the relevant release forms duly signed by customers or staff where necessary by distribution of notice of filming. Such forms are available from the Supplier.
4.8: It is the responsibility of the Buyer to ensure that employees, subcontractors, products and the venues are sufficiently notified and prepared for the Videoshoots. This includes (but is not limited to), ensuring there is enough room to conduct the Videoshoots, furniture/equipment is correctly positioned, props are prepared, there is safe space allocated to store the Supplier’s equipment whilst filming.
5) Post Production and Review of Edits
5.1: The Supplier agrees that it shall produce videos and Videography in accordance with the following requirements and specifications:
5.1.1: all major content decisions in connection with the videos and Videoshoots shall be made by the Buyer by completion of a must have shot list and in accordance with information supplied prior to production. Failure to supply such and comply shall render rights of review and final product approval void.
5.1.2: The Supplier will endeavour to, but cannot guarantee, that all the features within the final shot list will be included in the final video production.
5.1.3: The Buyer agrees that the Supplier will reserve the right to decide on final artistic and creative impression and design of any video’s presentation.
5.1.4: Each video edit will be supplied to Buyer for two reviews, during which the Buyer can request amendments, and one final sign off. All requests for amends must be made in writing, via e-mail or via our custom video-editing software. Additional amendment requests are liable to incur charges at the discretion of the Supplier.
5.1.5: The Buyer will have 14 calendar days from the date of receiving each video edit to request amendments. The Buyer shall be available for consultation during post-production, so that the finished product may be completed in a timely manner.
5.1.6: Failure to approve or make amendment requests on final product within 14 calendar days will be understood as confirmation of approval of final video and will result in the final edit regardless.
5.1.7: The final post production and editing styles, effects, and overall look of the Videography and videos are left to the discretion of the Supplier.
5.1.8: The Buyer agrees that the Supplier is not liable for any perceived deficiencies in the final products caused by actual or perceived deficiencies or imperfections in the physical attributes, facial expressions, wardrobe or performances of the Buyer or of artists, performers, customers, employees or extras selected, hired or brought to the Videoshoot directly by the Buyer or the Supplier. The Buyer is liable for any additional costs incurred by re-shooting or additional shooting caused by the actions of such artists, performers or extras.
5.2: All works will be professionally edited, colour balanced and enhanced to the level which the Supplier deems appropriate. The Buyer agrees that any additional work not requested, outlined, planned for and paid for before the Videoshoot commences, will not be undertaken by the Supplier unless additional monies are paid by the Buyer in advance. Such work may include (but is not limited to); CGI, additional colour grading, custom graphic design, advanced motion graphics, bespoke animation, audio reworking, remixing or re-mastering, digital painting and digital image reconstruction.
6) Changes, Cancellation Fees and Re-arrangement Charges
6.1: The Buyer acknowledges the cost implications to the Supplier of late cancellation or delays to the Videographing of the Venues, and agrees to the charging of certain Cancellation Fees by the Buyer should any of these events occur, as specified in the Standard Terms attached to this Agreement.
6.2: If following the project brief being made available by the Buyer, either party requests a change to the scope or execution of the services, the party requesting the change shall, within a reasonable time (and in any event not more than 7 Business Days after receipt of such request), provide a written estimate to the other party of:
6.2.1: the likely time required to implement the change,
6.2.2: the likely effect of the change on the project brief and the Price; and
6.2.3: any other impact of the change on this agreement.
6.3: Unless both parties consent to a proposed change, there shall be no change to the project brief, the Project Price or this agreement.
6.4: If both parties consent to a proposed change, the change shall be made, only after agreement of the necessary variations to the Project Price, the Services, the project brief and any other relevant terms of this agreement to take account of the change that has been reached and provided that this agreement has been varied.
6.5: The Supplier reserves the right to postpone, extend or reschedule video or Videography shoots, however the original production quote and cost will not be affected.
6.5.1: In addition to rearrangement fees, costs may be liable if the Buyer delays or reschedules a shoot which causes the extended hiring, re-hiring of additional (or alternative) equipment or crew than those used on the originally planned shoot.
7.1: Should any of events listed in clause 7.2 occur, the affected party may by notice in writing terminate this Agreement with immediate affect.
7.2: The events referred to in clause 7.1 are:
7.2.1: either party is in breach of its obligations contained in this Agreement, where the affected party has given notice requiring remedy of the breach and such remedy has not occurred within 30 days of the notice being given by the affected party; and
7.2.2: an order is made or a resolution is passed for the winding-up of either party, or an administrator/receiver/administrative receiver is appointed in relation to the assets of either party, or either party enters into an arrangement, whether formal or informal, with its creditors.
7.3: In any event, this Agreement will terminate automatically within 12 months of the date on which it was signed if an Agreed Date has not been determined by the parties.
7.4: The termination of this Agreement, whether due to the occurrence of the events listed in clauses 7.2 or 7.3 or otherwise, is without prejudice to any rights or obligations accrued under this Agreement by either party prior to the termination event.
8) Limitation of Liability
8.1: With the exception of the provisions of clause 8, neither party shall be liable to the other for any loss of profits or other consequential or incidental loss caused by a failure to observe the obligations imposed by this Agreement.
8.2: Notwithstanding clause 7.1, the aggregate liability of a defaulting party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of a Project shall be limited to the Project Price.
9.1: This Agreement, as well as any other documents received from either party in pursuance to this Agreement, are to be treated as confidential information, and shall not be made available to any third party except where authorised by the other party in writing, or where disclosure is requested by law or by a public authority.
9.2: The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Supplier.
9.3: The provisions of this clause shall survive termination of this Agreement.
10) Intellectual Property
10.1: Upon full payment of the Project Price, the Buyer is provided an unrestricted licence to use images to use the video for any self-promotional activities. Permission to use the images and videos produced is provided indefinitely, with no expiration or renewal charge on the license. Such activities may include, use on clients own website, local or national advertising campaigns, press releases, advertisements in publications, internal documents, and use through social media websites.
10.1.1: This license is provided indefinitely, with no expiration date or renewal charge on the license. The license may not be re-sold, re-assigned, sub-licensed, or otherwise shared with any 3rd party for any reason. If the Client wishes to share the works with another organisation or entity for joint publicity, please us and know and we can provide an extended licence for this.
10.1.2: The Buyer acknowledges that, where Ideal Insight does not own the intellectual property rights in the deliverables (such as when using stock footage or licensed music), the Buyer's use of rights in the materials is conditional on the terms of a written licence (or sub-licence) from the relevant licensor or licensors.
10.1.3: The Buyer agrees that they are not entitled to display or distribute any copies of the project, whether it be the finished product or other versions or segments of the project, until full remuneration has been received by the Supplier for that section of the project in line with the Payment Timings detailed within the Order Confirmation, unless explicitly agreed otherwise in writing between the parties
10.2: The Buyer grants the Supplier a full licence to use all captured Videography and footage within the Supplier’s marketing materials, online portfolio, press releases and for other marketing purposes.
10.3: The Buyer agrees to credit the Supplier as ‘Ideal Insight’ in the videos, Videography and post-production services wherever asked or appropriate to do so.
11) Entire Agreement
11.1: This Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties which might concern the subject matter of this Agreement relating to video production.
11.2: Each party confirms and agrees that in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any other statement or representation, whether made orally or in writing by either party, save as for those provisions expressly set out in this Agreement. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
11.3: Nothing in this Agreement shall exclude or limit liability for fraud.
12) Third Party Rights
12.1: Pursuant to the provisions of the Contracts (Rights of Third Parties) Act 1999, this Agreement does not give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.
13) Force majeure
13.1: A party, provided that it has complied with the provisions of this clause 15, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement (and, subject to clause 15.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:
13.1.1: Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
13.1.2: War, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
13.1.3: Terrorist attack, civil war, civil commotion or riots;
13.1.4: Nuclear, chemical or biological contamination or sonic boom;
13.1.5: Voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);
13.1.6: Fire, explosion or accidental damage;
13.1.7: Loss at sea;
13.1.8: Adverse weather conditions;
13.1.9: Collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
13.1.10: Any labour dispute, including but not limited to strikes, industrial action or lockouts;
13.1.11: Non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
13.1.12: Interruption or failure of utility service, including but not limited to electric power, gas or water.
13.2: Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance.
13.3: If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate this agreement by giving 7 days' written notice to all the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
14.1: If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15) Governing law and jurisdiction
15.1: The provisions of this Agreement, and any potential non-contractual obligations arising from or in connection with it, shall be governed by and interpreted in accordance with English law.
15.2: The Parties irrevocably agree that the Courts of England and Wales are to have exclusive jurisdiction over any dispute arising from or in connection with this Agreement, or relating to any non-contractual obligations arising from or in connection with this Agreement.