1 Interpretation

The following definitions and rules of interpretation apply in this Contract.

1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Delivery Materials: the artistic and other works forming part of the Video. Fee: the fee described in clause 5 of this Contract. Key Personnel: any persons who will provide services for the production of the Video, including presenters or actors appearing in or providing voice-over contributions to the Video, the director, individual producer, lead photographer or cameraman or editor. Production Schedule: any planned dates, times and locations for the preparation, production and post-production of the Video as set out or referred to in the Proposal. Services: the services to be provided by the Producer under this Contract as set out in clause 2.

1.2 The Producer is a partnership, the partners of which are M Latham Limited, T Cabrelli Limited and SJW Walker Ltd.

1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Engagement

2.1 Payment by the Client of the Deposit or signature of this Contract (whichever is the sooner) shall be deemed to constitute acceptance by the Client of the terms of this Contract.

2.2 In consideration of payment to the Producer of the Fee, the Client engages the Producer, and the Producer agrees, to produce the Video using the Key Personnel and in accordance with the Proposal and the Production Schedule and to provide such other services as are agreed between the parties from time to time in connection with the Video. The Services shall include:

2.2.1 Where agreed by the Producer, creating and developing a storyboard for the Video in discussion with the Client and in accordance with the directions and request of the Client;

2.2.2 consulting with and assisting in the writing of any script for narration in the Video;

2.2.3 casting voice artists in consultation with the Client;

2.2.4 selecting, gathering, holding and developing in consultation with the Client material that is to be contributed to the Video by third parties;

2.2.5 making necessary preparations for the filming and production of the Video including providing or engaging the crew, studio and other necessary facilities and services necessary to render the Services;

2.2.6 obtaining a licence to use background music;

2.2.7 creating and producing the Video in a timely fashion in accordance with the Scope and the Production Schedule;

2.2.8 undertaking and overseeing all post-production titling, editing, scoring, dubbing, cutting and completion of the Video; and

2.2.9 Where requested (or included as part of the Proposal) providing a distribution consultancy service.

2.3 The Producer will use reasonable endeavours to provide the Production Materials to the Client on or before the Delivery Date; but the Client acknowledges that filming of a video requires timely assistance by the Client and is dependent on any changes to the Scope and other matters beyond the control of the Producer, including (without limitation) weather, availability of actors for use in the video and / or delays caused by third party providers such as Clearcast (who clear videos for use on tv or cinema, including supporting legal processes). Accordingly the Producer will have no liability to the Client for any failure to provide the Delivery Materials by the Delivery Date and time shall not be of the essence.

3 Creative control

3.1 The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Video; provided that the Producer shall, in its absolute discretion but with discussion with the Client and giving good faith consideration to the Client’s views as a professional production company, have final editorial and artistic control over the Video.

3.2 The Client Representative shall have the right on behalf of the Client to accept as satisfactory the story outlines, scripts, voices, storyboards, design and music of the Video.

3.3 The Client shall be responsible for any costs necessitated by any changes to the Scope, or, any changes:

3.3.1 necessitated by inaccurate or misleading information provided by the Client to the Producer in preparation of the Proposal;

3.3.2 resulting from any failure by the Client to obtain consent from any third party or employees necessary in the delivery of the Video;

3.3.3 inaccurate technical direction or requirements imposed or required by the Client ‘on shoot’; Provided that the Client will not be responsible for the cost of changes arising from errors by or omissions of the Producer.

3.4 The Client Representative will, if required, be available to provide hands-on assistance during filming.

3.5 The Producer will, where agreed, submit to the Client details of the Director’s treatment, voices, storyboards, design and music for the Video for review and acceptance. The Client shall confirm either its acceptance or non-acceptance (with reasons in writing) within five Business Days after receipt of such details. If the Producer does not receive notice of such acceptance or non-acceptance within that period of five Business Days, the Client will be deemed to have accepted the same, which will then form part of the Delivery Materials.

3.6 If the Client declines to accept any of the Delivery Materials, the Producer will then have fourteen days in which to make all necessary changes to them, in consultation with the Client, the Client having given written reasons for non-acceptance. The Producer will then submit to the Client the revised material or replaced materials and the provisions of clause 3.5 and this clause 3.6 will apply again save that any further request for amendment by the Client after the second review shall be subject to charge by the Producer to cover reasonable costs necessarily incurred as a result of the second non-acceptance; such costs to be paid within 30 days of the Client’s receipt of a valid invoice for them.

3.7 The Client’s Representative shall have the opportunity to accept, or refuse to accept, the Video at rough cut and fine cut stage delivered in hard copy or posted online for online review at the Producer’s cost. Subject to dates being agreed in advance, the Client shall be entitled to request within a period of fourteen Business Days from receipt of each of the rough cut and fine cut, reasonable amendments which shall be undertaken by the Producer at its own cost. If the Client does not request amendments within fourteen Business Days, acceptance shall be deemed to have occurred and the Video accepted.

4 Obligations

4.1 The Producer agrees that it shall:

4.1.1 render the Services to the highest professional standards and in accordance with the Client’s reasonable instructions and requests;

4.1.2 perform the Services in co-operation with the Client via the Client Representative and where requested by the Client, its other professional advisors and service providers such as the Client’s PR or advertising agency;

4.1.3 not without the Client’s written consent, incur any liability on the Client’s behalf nor pledge its credit nor hold itself out as being entitled to do so other than as is contemplated in the Proposal;

4.1.4 subject to clause 8.5 not without prior discussion with the Client make any commercial use of its role in, or association with, the Video;

4.1.5 be responsible for arranging and supervising the performance of the Services and delivery of the Delivery Materials;

4.1.6 maintain an appropriate policy of public liability insurance in respect of any act or omission of the Producer.

4.2 The Client agrees that it shall:

4.2.1 (where necessary) provide the Producer with reasonable access to its premises at no expense to the Producer (inclusive of the cost of space, heat, light, power) providing that the Producer shall, and shall procure that all its employees and contractors shall, enter into the Client’s standard conditions for such access if so required; and

4.2.2 inform all employees, agents and guests at its premises of the proposed filming and obtain relevant release forms duly signed by all such persons;

4.2.3 (where necessary) give the Producer access to the Client’s personnel and instruct such personnel to assist and support the Producer wherever possible, to comply with the Producer’s reasonable requests in making the Video, and in particular to provide such information as the Producer may request;

4.2.4 where any filming is to take place at the Client’s premises or a location designated by the Client, ensure such location is safe and that adequate insurance is in place; and

4.2.5 provide access to digital information, company graphics and website for use in the Video;

4.2.6 be solely responsible for third party costs associated with all and any use of the Video on television (including without limitation all ‘buyouts’ required to be paid to actors appearing in the Video).

5 Fees and payment

5.1 The Client pay to the Producer the Fee payable in the sums and amounts specified on the Payment Dates.

5.2 Payment terms will be set out in the Proposal. Where payment terms are not set out in Proposal payment is due 30 days after the invoice date and time is of the essence. Payment is not deemed to be received until it is represented by cleared funds.

5.3 The Producer reserves the right to:

5.3.1 charge interest under the Late Payment of Commercial Debts (Interest) Act 1998;

5.3.2 charge any fees incurred in recovering payment; and

5.3.3 stop or postpone delivery or performance under this Contract (and the Producer will not be liable for any loss the Client may suffer as a result of application of this clause) until payment of any outstanding sums is made.

5.4 The Deposit (if any) shall be paid by the Client to the Producer; and the Producer shall have no responsibility to commence any work under this Contract until such payment is made. The Deposit is non-refundable

5.5 All prices are exclusive of VAT, which is payable in addition.

5.6 Payment of the Fee shall be made in full without any discount deduction, set off or abatement.

5.7 Until payment of the Final Payment; the Producer shall have a general lien or right of retention on all work in progress; and on the Video and Delivery Materials or any part thereof in its possession.

6 Expenses

6.1 All reasonable expenses incurred by the Producer in providing the Service shall be the cost of the Client and payable in addition to the Fee.

6.2 Where possible, expenses will be pre-arranged between the Producer and the Client and/or set out in the Proposal.

6.3 In the absence of prior notification of expenses by the Producer, the following rates shall apply:

6.3.1 all mileage at 0.45p per mile

6.3.2 overnight stay £115 per person

6.3.3 daily subsistence £25

6.4 The Client will be responsible for third party costs of production, extra equipment and personnel required for filming booked in advance of the shooting date. In the event of a shoot cancellation, all fees incurred for hired equipment, talent/cast, make up artists and additional crew required for the project will be charged back to the Client. In the event of a rescheduled shoot, all costs incurred for the original filming date(s), including all elements stated above, will be charged back to the Client along with any additional fees for the re-scheduled filming dates.

7 Cancellation

7.1 Dates for production shall be agreed in advance and confirmed by the Client in writing. Where dates are cancelled because of a request from the Client, or due to an amendment to the Scope by the Client that results in a cancellation; the Producer may impose the following additional charges:

7.1.1 Within 1 month of scheduled shoot date – 50% of daily shoot rate; or

7.1.2 Within 14 days of initial shoot date – 75% of daily shoot rate; or

7.1.3 Within 7 days of initial shoot date – 100% of daily shoot rate; and any third party expenses for which the Producer shall be liable following such cancellation.

8 Rights

8.1 Subject to payment by the Client of the Final Payment; and subject to clauses 8.2 and 8.3, the Producer hereby grants and assigns to the Client absolutely:

8.1.1 the entire copyright throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of present assignment of future copyright; and

8.1.2 all other rights of the Producer whatsoever including all consents under Part II of the Copyright, Designs and Patents Act 1988 or any statutory modification or re-enactment thereof for the time being in force (CDPA) in the Video, to enable the Client to make use of the Video without payment of further fees to the Producer.

8.2 All design concepts such as logos, themes, plans, models together with all copyright in any music shall remain vested in the Producer and shall be made available to the Client from the Delivery Date on licence provided that the Client shall only be permitted to use such material and design concepts for the purpose identified in the Proposal.

8.3 The Client will not without written consent of the Producer edit, copy, alter, add to, take from, adapt and translate all or any of the Video after delivery by the Producer.

8.4 The Client agrees that the Producer may use the Client’s name and intellectual property rights solely to the extent necessary for the purpose of providing the Services. The Client warrants that no such use shall infringe the rights of any third party.

8.5 The Producer shall have the non-exclusive right for a period of ten years from the Delivery Date to use extracts from the Video for its own promotional use in internal and client and prospective client presentations, showreels and on the Producer’s website. Each such extract must be no longer than five minutes in length, and the extracts used in any one promotional item must not exceed ten minutes cumulatively. The Client shall have the right to request to the Producer that the extracts (or any one or more of them) be removed and no longer used by the Producer if the Client reasonably considers that such use may be detrimental to the Client’s reputation or its commercial interests.

8.6 For the purposes of the Data Protection Act 1998, as amended, the Producer agrees and consents to the Client holding and processing personal data relating to the Producer and individuals connected with the Producer in any form, whether electronically or otherwise, provided that the Producer complies at all times with data protection law and best practices.

8.7 The Client authorises the Producer, at its option, to insert, a credit as the producer of the Video on the end credits of the Video, with its name and web address printed on all hard copies of the Video and included alongside all online versions of the Video.

9 Master Copy

9.1 The Producer will for a period of three years from the Delivery Date, preserve one master copy of the final Video; but shall have no responsibility to keep a copy of outtakes or unused production material.

9.2 All media produced by the Producer on behalf of the Client will be stored as follows:

9.2.1 All footage will be captured in Hi-Definition (as standard) and then stored on professional format digital media and transferred for on-lining to high speed RAID array;

9.2.2 All footage on a RAID hard drive will be retained by the Producer on password protected computer systems until completion of the post production process;

9.2.3 Following approval of the final Video, all source files and edit files will be transferred by the Producer onto portable hard drives on high capacity LTO digital tapes and stored in a secure off site storage facility for up to two years.

9.3 Copies of the Master Copy can be made available to the Client at a cost of £750 plus VAT thereon.

10 Warranties

10.1 The Producer hereby warrants, represents and undertakes to the Client that:

10.1.1 the Producer is fully entitled to enter into and to perform this Contract;

10.1.2 the Video (save to the extent that it incorporates material made available to the Producer by the Client) will be wholly original to the Producer and will not infringe the copyright or any other rights of any third party, including rights to privacy;

10.1.3 the Video will not contain any defamatory matter or breach any contract or duty of confidence nor bring the Client into disrepute or subject it to criminal or civil proceedings, and does not breach any provision of law unless such material has been provided to the Producer by the Client and agreed in advance by the parties;

10.1.4 the Producer is and will remain throughout the term a registered data holder and controller for the purposes of the Data Protection Act 1998 and shall hold all and any data relating to this Contract strictly in accordance with such legislation at all times;

10.1.5 the Producer shall not make any commercial exploitation of any of the Video except as permitted under this Contract; and

10.1.6 the Producer shall indemnify the Client and keep the Client fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Producer’s part contained in this clause 10.

10.2 In order to receive the indemnification under clause 10.1.6 the Client shall promptly notify the Producer of a claim and shall grant the Producer the sole right to defend, control and settle such claim, and the Producer shall have the right at its own cost to have its own legal counsel present at all meetings and hearings relating to the claim. The Client shall not compromise, settle or otherwise resolve a claim without the Producer’s prior written consent, not to be unreasonably withheld or delayed.

10.3 The Client hereby warrants, represents and undertakes to the Producer that:

10.3.1 it is fully entitled to enter into and perform this Contract;

10.3.2 it shall either own, or have obtained and paid for licences to use, all materials provided to the Producer by the Client in connection with the production of the Video; and

10.3.3 the Client shall indemnify the Producer and keep the Producer fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Client’s part contained in this Contract.

10.4 In order to receive the indemnification under clause 10.3.3, the Producer shall promptly notify the Client of any claim and shall grant the Client the sole right to defend, control or settle such claim and the Producer shall have the right to have their own counsel present at the Producer’s sole cost and expense.

10.5 Neither party shall be liable to the other party for incidental, consequential, special or punitive damages or loss of profits which the other party may suffer arising out of any breach of this Contract.

11 Confidentiality

The Producer shall not, without the prior consent of the Client, make to any third party any statement or supply any information or photograph or trailer relating to the Video or to the Services or to the business or legal affairs of the other, other than to state that it is producing the Video (but this shall not prevent proper disclosures of information to the parties’ professional advisers or as required by law).

12 Publicity and Promotion

The parties agree in good faith to consult on publicity and promotional plans for the Client that involves use of the Video. All public relations, promotional and press activities undertaken shall be subject to the Client’s prior written approval (such approval not to be unreasonably withheld or delayed).

13 Loss and liability

13.1 The Producer shall not be liable for:

13.1.1 any loss of profit or any indirect or consequential loss, loss of goodwill, claim for loss of publicity or opportunity to enhance the reputation of the Client even if the Producer delays or abandons production of the Video; or

13.1.2 any loss, damage, costs, expenses or other claims for compensation arising from any materials supplied by the Client to the Producer or instructions supplied by the Client which are incomplete, incorrect, inaccurate or illegible, or arising from late arrival or non-arrival, or any other fault of the Client

13.1.3 any loss or damage to the property of the Client, nor for any personal injury, illness or death caused or suffered in connection with its engagement under this Contract unless caused by the negligence of the Producer and recoverable on that ground following the judgment of a competent court

13.2 Except in respect of death or personal injury the entire liability of the Producer in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall not exceed the amount claimable under the terms of the appropriate insurance policy held by the Producer.

14 Termination

14.1 The Client may terminate this Contract on not less than 30 days prior written notice.

14.2 On termination under clause 14.1, the Producer shall be entitled to receive payment:

14.2.1 of all sums that the Producer is, up to the date of termination, contractually obligated to pay third parties; and

14.2.2 on a pro rata basis for Services rendered up to the date of termination and any sums to which the Producer is, up to the date of termination, contractually obligated to pay third parties.

14.3 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

14.3.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

14.3.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

14.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

14.3.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

14.3.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

14.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

14.3.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); or

14.3.8 the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so.

14.4 On termination of this Contract for any reason:

14.4.1 neither party shall have any further obligation to the other under this Contract, except as stated in this Contract;

14.4.2 the rights, remedies or obligations of the parties that have accrued or become due before termination shall remain unaffected; and

14.4.3 the Client shall remain entitled to all rights granted or assigned to it under this Contract.

15 Assignment and other dealings

The Producer shall be permitted to transfer the benefit of this Contract to a limited company or LLP incorporated to assume all of the assets and liabilities of the Producer; on terms that such limited company or LLP shall assume all of the responsibilities of the Producer under this Contract as if it was a party thereto. Subject as aforesaid, neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

16 Third-party rights

Save as in clause 15 provided, no one other than a party to this Contract shall have any right to enforce any of its terms.

17 No partnership or agency

Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

18 Waiver

No failure or delay by a party to exercise any right or remedy provided under this Contractor by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20 Notices

20.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be:

20.1.1 delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

20.1.2 sent by email to any email address established for the purposes of communication.

20.2 Any notice shall be deemed to have been received:

20.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

20.2.2 if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service]; or

20.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

20.3 The provisions of this clause 20 shall not apply to the service of any proceedings or other documents in any legal action.

21 Entire agreement

21.1 This Contract (incorporating the Proposal) constitutes the entire Contract between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

22 Remedies

The Client acknowledges that in the event of any breach of any of the terms of this Contract by the Producer, the Client’s sole remedy shall be an action at law for damages and in no event shall it be entitled to rescind this Contract or receive any injunctive or other equitable relief.

23 Anti-bribery

The Producer shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

24 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract, its subject matter or formation (including non-contractual disputes or claims).

25 Governing law

This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.