As of August 3rd 2011
1/ Your Acceptance
2/ SpectreVids Website
3/ Website Access
SpectreVids Ltd grants you permission to use the Website as set forth in these Terms and Conditions, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without SpectreVids prior written consent.
4/ Price for services
"The Contract Price" shall be the sum agreed with the SpectreVids producer once a booking form has been received. Variations to the total sum payable will apply should a production require additional resources or facilities, or if its altered in any way, and will be agreed through subsequent quotes.
5/ Shoot cancellation
Cancellation of a shoot within two working days of the scheduled shoot day can be liable for a cancellation fee at the discretion of the company.
6/ Payment termsOnce services have been engaged, the Client shall pay SpectreVids Ltd in the following payment stages:
(A) 50% upfront
(B) 50% on delivery of the completed video to the client
Shooting will only commence once first invoice is settled. Preview films will be watermarked until final invoice is settled. Final payment will be due if there are client delays of over two weeks during the editing stage.
7 / Editing
The Company shall carry out such changes to the Programme as the Client reasonably requires within one round of changes. If changes arise as a result of the Client's desire to depart materially from the Script, or if the Client wishes to alter an Edit after the script has been agreed between both parties and further work has subsequently taken place, the cost of further changes shall be borne by the Client at the standard editing rate.
Aside from supplying the Client with a final version of the video directly, the Company will also host the Client video on the SpectreVids Wistia account for the period of 1 year from the date of the final delivery. After that period the Client will be contacted and given the option to renew the hosting service for another year at a cost of £100 + VAT. Alternatively the Client may decide not to renew and the video will be removed from the SpectreVids Wistia account.
9/ Intellectual Property Rights
All content on the SpectreVids Website, including without limitation, the graphics, text, scripts, photos, sounds, music, videos, logos and trademarks, are owned by or licensed to SpectreVids. All content on the SpectreVids website is provided for your information and personal use only. Without prior written permission from the respective owners of Spectrevids it is not permitted for you to use, copy, broadcast, transmit, display, license, sell or otherwise exploit any of the material contained herein on the SpectreVids website. SpectreVids will respond to all claims of intellectual property infringement, and will take appropriate actions required under the applicable intellectual property laws.
10/ User Content Copyright
The Client will share copyright of all recorded footage and the resulting programme edit(s) with the Company on a 50/50 basis, and the Company will retain royalty-free license to use the Programme for their own purposes. The Client agrees that the Programme will form part of the Company's archive of works and that the Company may use the Programme for the purposes of promoting its own Business. You hereby grant to SpectreVids a royalty-free right and license to use your name, image and likeness in advertising, and in any other activities pertaining to promoting the SpectreVids business and brand.
11/ Moral Rights & Warranty
The Client acknowledges that the Company asserts its moral rights generally in respect of the Programme under the Copyright Design and Patents Act 1998 and in particular to be credited as producer. The Client hereby warrants to and undertakes with the Company that it has full title and authority to enter into this Agreement and is not bound by any previous Agreement which adversely affects this Agreement.
12/ Representations and Warranties
You hereby represent and warrant that your use of the SpectreVids Website shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights. Your use of the SpectreVids Website shall not violate any applicable law or regulation, or cause injury to any person. Your participation on, or use of the SpectreVids Website shall not violate any agreements between you and a third party.
13/ Indemnity & Insurance
Each party shall indemnify the other in respect of any claims, costs and expenses arising out of any breach of this Agreement, but neither party shall be liable to the other for any indirect or consequential loss, damages, claims or demands arising out of this Agreement, including without limitation any economic loss or other loss of income, profits, business, opportunity or goodwill no matter how arising, whether by breach or by negligence and whether in contract, tort or otherwise.
The Company agrees that, for the purpose of making the Programme, it will provide adequate employers’ insurance and public liability and property damage insurance in respect of the same.
The Client agrees that if it provides facilities or equipment for the purpose of making the Programme these are provided entirely at the Client's risk. The Client is advised to maintain adequate employers’ insurance and public liability and property damage insurance in respect of the same.
Each party hereto shall not, except as authorised or required by its duties hereunder, use, divulge or communicate to any person, persons or company any Confidential Information which may come to its knowledge during the production of the Programme and shall keep with complete secrecy all Confidential Information entrusted to that party and shall not use or attempt to use any such information in any manner which may cause loss to the other.
15/ No Partnership or Employment
This Agreement shall not be deemed to create any partnership or employment relationship between the parties.
16/ Data Protection Act
Both parties undertake that they will comply in all respects with its obligations under the Data Protection Act 1998 or equivalent legislation.
During the course of this Agreement and for a period of 6 months afterwards, neither party shall be permitted to solicit the staff and personnel of the other party.
18/ Client Material
The Client undertakes that it shall not knowingly supply the Company with any material that infringes any third party rights or is offensive, obscene, defamatory or inflammatory, and the Company gives no warranty and explicitly and unequivocally excludes all liability for all and any material supplied to it by the Client or contained within the Programme on the Client’s instruction.
19/ Third Party Transfers
Neither party shall assign, transfer, charge or make over this agreement or any of its rights or obligations without the written consent of the other. Such consent would not be unreasonably withheld.
20/ Force Majeure
In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of either party including war, terrorism, industrial action, floods, Acts of God, then such non-performance or failure to fulfill its obligations shall be deemed not to be a breach of this Agreement. In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond either party's control for a continuous period of [three months], then either party may at its discretion terminate this Agreement by notice in writing at the end of that period.
In addition to any other rights and remedies at law this Agreement may be terminated by giving written notice to the other party in the event that:
(a) the Client has failed to account or make payments as required under this Agreement whether demanded or not
(b) the Client or the Company has committed a material breach of its obligations under this Agreement unless such party rectifies the position as far as reasonably possible within thirty days.
(c ) either party goes into voluntary or involuntary liquidation
22/ Clause Headings & Appendices
The clause headings in this Agreement are for information only and do not form part of this Agreement. The appendices form part of this Agreement and shall have the same full force and effect as is expressly set out in the body of this Agreement.
If any provision of this Agreement shall be prohibited by, or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible, without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.
24/ Warranty Disclaimer
You agree that your use of the SpectreVids website shall be at your sole risk. SpectreVids makes no warranties or representations about the accuracy or completeness of this site's content or the content of any sites linked to this site and assumes no liability or responsibility, including, without limiting to, for any (I) Errors, mistakes, or inaccuracies of content, (II) Personal Injury or property damage, of any nature whatsoever, resulting from your access to and use of our website, (III) Any interruption or cessation of transmission to or from our website (IV) Any bugs, viruses, trojan horses, or the like which may be transmitted to or through our web site by any third party, and/or (V) Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the SpectreVids website. SpectreVids does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the SpectreVids website, and SpectreVids will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. To the fullest extent permitted by law, SpectreVids, its directors, employees, and agents disclaim all warranties, whether express or implied, as to any matter whatsoever relating to the website and any information, content, software, products and services provided herein, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and non infringement. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
25/ Limitation of Liability
In no event shall SpectreVids, its directors, employees, or agents, be liable to you for any indirect, incidental, special, punitive, or consequential damages whatsoever relating to this agreement, including, without limited to, those resulting from any (I) errors, mistakes, or inaccuracies of content, (II) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our website, (III) any interruption or cessation of transmission to or from our website, (IV) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our web site by any third party.
26/ Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. In any case, you affirm that you are over the age of 13, as the SpectreVids Website is not intended for children under 13. If you are under 13 years of age, then please do not use the SpectreVids Website.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SpectreVids without restriction.
28/ Service Changes
SpectreVids reserves the right with or without notice to the user at any time to change, modify or discontinue any service or a portion or attribute thereof, or the offering of any information, goods, content, product or service. SpectreVids shall have no liability to any user or any third party should SpectreVids modify or discontinue service.
30/ Governing Law
This Agreement shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.