View Films Ltd – Standard Terms & Conditions
View Films Limited – Standard Terms and Conditions Last updated: [27] January 2022
1. Interpretation.
1.1. The following definitions apply in these Standard Terms & Conditions:
“Background Intellectual Property”: shall mean all Intellectual Property Rights that were in existence and the property of View Films or the Client (as applicable) prior to the Order, or independently developed by either of them.
“Business Day”: a day other than Saturday, Sunday, or public holiday in England, when banks in London are open for business.
“Client”: the party entering into the Order with View Films and requesting the supply of Products and/or and Services by View Films.
“Client Default”: as defined in clause 5.2.
“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
“Force Majeure Event”: as defined in clause 23.1.
“Foreground Intellectual Property”: shall mean all Intellectual Property Rights that are created or procured by View Films for the Client in accordance with the Order and included in the final version of all Products and/or Services delivered to the Client.
“Products and/or Services”: shall mean any product or service that is provided by View Films, to the Client, in accordance with the Order.
“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order”: shall mean the formal request and engagement of View Films for the supply of View Films’ Products and/or Services by the Client, such request may be made in writing, verbal or in electronic form.
“Third Party Intellectual Property Rights”: any materials owned by a third party containing Intellectual Property Rights that has been integrated into the Products and/or Services.
“View Films”:shall mean View Films Limited (CN:07485433) with a registered address at Index House, St. George’s Lane, Ascot, England, SL5 7ET.
“View Films’ Materials”: as defined in clause 5.1.6.
2. Supply.
These Standard Terms & Conditions shall govern the contractual relationship, and rights and obligations, between View Films and the Client, on commencement of an Order under clause 3 below.
3. Basis of Contract.
3.1. The Order constitutes an offer by the Client to purchase Products and/or Services in accordance with these Standard Terms & Conditions.
3.2. The Order shall only be deemed to be accepted when View Films issues written acceptance of the Order at which point, and on which date the Order shall become binding as between the Client and View Films.
3.3. These Standard Terms & Conditions apply to the Order to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.
3.4. Any quotation given by View Films shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
3.5. All these Standard Terms & Conditions shall apply to the supply of Products and/or Services except where application to one or the other is specified.
3.6. The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these Standard Terms & Conditions.
4. View Films’ Obligations.
4.1. View Films shall:
4.1.1. co-operate with the Client in all matters relating to the Order.
4.1.2. allocate sufficient resources to the Order to enable it to comply with its obligations under these Standard Terms & Conditions.
4.1.3. use its best endeavours to meet any performance or completion dates specified in the Order, subject always to clauses 4.2, 4.3, 6, 8 and 23; and
4.1.4.perform the Services or deliver the Products with reasonable care and skill and in accordance with generally recognised commercial practices and standards.
4.2. Any dates quoted for delivery or performance of the Products and/or Services are approximate only, and the time of delivery is not of the essence.
4.3. View Films shall not be liable for any delay in delivery or performance of the Products and/or Services that is caused by the Client’s failure to provide View Films with adequate delivery instructions or any other instructions that are relevant to the supply of the Products and/or Services
5. Clients’ Obligations
5.1. The Client shall
5.1.1. ensure that the terms of the Order are complete and accurate.
5.1.2. co-operate with View Films in all matters relating to the Order.
5.1.3. provide View Films, its employees, agents, consultants, and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by View Films to perform the Order.
5.1.4. provide View Films with such information and materials as it may reasonably require in order to supply the Products and/or Services and ensure that such information is complete and accurate in all material respects
5.1.5. obtain and maintain all necessary licences, permissions and consents which may be required in connection with any Background Intellectual Property Rights and Third-Party Intellectual Property Rights supplied to View Films by the Client; and
5.1.6. keep all materials, equipment, documents, and other property of View Films (“View Films’ Materials”) at the Client’s premises in safe custody at its own risk, maintain View Films’ Materials in good condition until returned to View Films, and not dispose of or use View Films’ Materials other than in accordance with View Films’ written instructions or authorisation.
5.2. If View Films’ performance of any of its obligations under the Order or these Standard Terms & Conditions is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
5.2.1. without limiting or affecting any other right or remedy available to it, View Films shall have the right to suspend performance of the Order until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays View Films’ performance of any of its obligations;
5.2.2. View Films shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from View Films’ failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3. the Client shall reimburse View Films on written demand for any costs or losses sustained or incurred by View Films arising directly or indirectly from the Client Default.
6. Transfer of Title in the Products and/or Services
6.1. Delivery, and the subsequent transfer of title in the Foreground Intellectual Property Rights to the Client, of the Products and/or Services shall not take effect until the Client has paid all monies due to View Films as detailed in the Order, as well as the Client also acting in accordance with these Standard Terms & Conditions at all times.
6.2. View Films may withhold delivery of the Products and/or Services indefinitely in the event that the Client fails to pay all monies due to View Films as detailed in the Order.
7. Estimates and Changes.
7.1. View Films will only provide charges for Products and/or Services as estimates and will use all reasonable efforts to provide those Products and/or Services accordingly. If View Films determines that any estimate will be exceeded by at least 10% of the original charge estimate communicated to the Client, it will promptly notify the Client, and in any event by no later than 14 Business Days of becoming aware of the charge increase, in written or electronic form.
7.2. An Order is only binding as a fixed-priced contract if it is explicitly written on the Order, as agreed.
8. Payment and Completion.
8.1. Upon the Order being accepted, View Films shall provide the Client with an invoice to the Client for an initial booking fee of 50% of the total value of the Order.
8.2. This invoice must be paid in accordance with the payment terms detailed on the invoice and in any event, View Films shall not commence working on the Order until the invoice has been paid in full.
8.3. To confirm, View Films shall not be liable for any delay in the delivery of the Products and/or Services, and any subsequent loss suffered by the Client, as a result of the Client’s delay in paying the initial fee.
8.4. View Films shall then invoice the Client for the final 50% of monies payable to View Films, as detailed in the Order, on completion of the Order, unless otherwise agreed.
8.5. Completion of the Order is deemed to be accepted by the Client when the Products and/or Services supplied by View Films are either posted on a live environment or when 5 Business Days has passed with no further changes requested by the Client.
8.6. For the avoidance of any doubt, the Client shall only be entitled to request reasonable changes in the event that the Products and/or Services provided by View Films are not compliant with the Order or are not at the standard reasonably expected of a professional company delivering similar Products and/or Services.
8.7. View Films reserves the right to charge interest on overdue amounts at an annual rate of 5% above the NatWest Bank base rate ruling on the date payment is due. Products and/or Services
8.8. These Standard Terms & Conditions shall overrule any terms contained in an invoice provided by View Films, in the event of a contraction of terms arising.
8.9. The payment structure established in this clause 8 shall apply to all Orders, unless agreed otherwise by View Films and the Client in writing.
9. Booking Fee and Cancellation of Order.
9.1. Monies paid by the Client to reserve the Products and/or Services of View Films will be accepted as a booking fee. If the Client cancels the order less than 4 weeks prior to View Films supplying the Products and/or Services, the Client may be liable for the whole invoice value less any booking fee already paid.
9.2. If the Client cancels its Order more than 4 weeks prior to View Films supplying the Products and/or Services, it may forfeit the booking fee
9.3. In the event of a cancellation, the Client must reimburse View Films in full for all third-party expenses incurred, or third-party expenses that will be incurred in the future that View Films are unable to cancel, in connection with the Order.
9.4. Upon a cancellation being made by the Client, title in any Foreground Intellectual Property Rights produced by View Films at the point of cancellation shall not pass to the Client until all outstanding monies have been paid by the Client to View Films.
10. Health & Safety.
View Films and the Client will take all reasonable steps to ensure each acts in accordance with all relevant health and safety requirements in connection with the provision of any Products and/or Services.
11. Creative Brief.
Unless otherwise agreed, the Client accepts View Films decisions on creativity within the Products and/or Services.
12. Liability.
12.1. Save as expressly set out in these Standard Terms & Conditions, all representations, statements, assurances warranties or obligations, whether express or implied by law or otherwise, are hereby expressly excluded to the fullest extent permitted by law.
12.2. For the avoidance of doubt, View Films shall not be liable to the Client for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, loss of data on the Client’s or View Films’ computers, hard drives, servers or otherwise or for any indirect or consequential loss or damage.
12.3. View Films’ aggregate liability in connection with any Order shall in no circumstances exceed the amount equivalent to 100% of the monies paid by the Client in connection with the specific Order.
13. Warranties
13.1. View Films disclaim any and all warranties respecting the Products and/or Services provided to the Client, including any implied warranties of non-infringement or fitness for a particular purpose, or of error-free, virus-free or uninterrupted use of any deliverable provided by View Films.
13.2. Each of the parties warrants to the other that it has the full power and authority to enter into and perform the Order and act in accordance with these Standard Terms & Conditions.
14. Intellectual Property Rights.
14.1. Unless otherwise stated in the Order, title in the Foreground Intellectual Property Rights shall transfer to the Client upon completion of the Order, subject to these Standard Terms & Conditions.
14.2. Unless otherwise stated in the Order, View Films shall retain any Background Intellectual Property Rights that have been supplied by View Films. Further, View Films shall retain Intellectual Property Rights in any video recordings, graphics, printed material and any other design or artwork commissioned by the Client that has not been included in the final Foreground Intellectual Property Rights.
14.3. The Client must ensure that permission is sought for the inclusion of any Background Intellectual Property Rights and/or Third-Party Intellectual Property Rights they supply to View Films to enable them to deliver the Products and/or Services. The Client must also ensure that permission is sought for the inclusion of any performers or performances, and locations.
14.4. View Films retain the right to use this material in its original and edited form as they see fit, unless otherwise agreed in the Order.
14.5. The Client agrees to fully indemnify View Films against any third-party claims being brought against View Films in respect of materials supplied by the Client.
15. Data Protection.
15.1. The Client must ensure that all necessary arrangements have been made with, and permissions obtained from, people and places that may be included or identified in the Products and/or Services, and that such inclusion or identification is in compliance with all relevant Data Protection Legislation.
15.2. The Client ensures the privacy of individuals and children, video or photographic images will not be identified using full names or personal identifying information without the written or verbal approval from the subject, parent, or guardian. The Client agrees to indemnify View Films from any and all liability or claims from people or places arising out of the filming activities.
16. Complaints Procedure.
16.1. Subject to clause 16.3, in the unlikely event of a dispute over the supply of Products and/or Services, and the parties are unable to resolve this dispute following good faith negotiations, the Client and View Films agree to refer to dispute to the Institute of Videography’s Arbitration Office, the findings of which being binding on the parties.
16.2. Each party shall bear their own costs in relation to such arbitration, unless it is found that the other party has been in material breach of the Order or these Standard Terms & Conditions.
16.3. Any disputes must be notified to View Films within 28 days of the Client receiving the Products and/or Services.
16.4. In the event of a party breaching any of these Standard Terms & Conditions, nothing in this clause 16 shall prevent the non-breaching party from requesting any applicable equitable remedies from a court, including injunctive relief.
17. Care and Damage to client property.
Whilst every care is taken in the handling of the Client’s property, View Films accepts no responsibility whatsoever for any loss or damage, howsoever caused, or any other loss by unforeseen circumstances whilst they are in the custody of View Films.
18. Assignment.
18.1. View Films may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Order.
18.2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Order without the prior written consent of View Films.
19. Expenses.
View Films retains the right to charge out-of-pocket expenses incurred in providing the Products and/or Services, subject to being able to provide the Client with proof of expenditure. All out-of-pocket expenses will be charged at cost.
20. Confidentiality.
Unless otherwise agreed View Films will treat any information gained during the supply of the Products and/or Services as being private and confidential. Likewise, the Client shall keep confidential any methodologies and technology used by View Films to supply of the Products and/or Services.
21. Publicity
Subject to View Films’ obligations under clause 20 not to disclose any Client confidential information, the Client agrees to allow View Films to publicly disclose that the Client is a client of View Films and to disclose the existence of the Products and/or Services provided to the Client by View Films for advertising and publicity purposes, including but not limited to the display of the Client’s logo(s) and/or brand name(s) in connection with such use. This also applies to the Products and/or Services produced for the Client on View Films’ own website for promotional purposes and the Client agrees to co-operate in the production of a video testimonial at View Films’ reasonable request, that View Films may use for promotional purposes and on its website.
22. Non-solicitation.
The Client agrees to refrain from soliciting for employment or hiring, directly or indirectly, any of View Films’ employees or contractors, without View Films’ prior written consent during the term of the Order and for one year following the date of its termination.
23. Force Majeure.
23.1. For the purposes of these Standard Terms & Conditions, Force Majeure Event means an event beyond the reasonable control of View Films including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of View Films’ or any other party), failure of a utility service (including for the avoidance of doubt at View Films’ premises if Products and/or Services are being performed remotely) or transport network, act of God, pandemic (including COVID-19), war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, breakdown of network service providers’ servers, fire, flood, storm or default of suppliers or subcontractors.
23.2. View Films shall not be liable to the Client as a result of any delay or failure to perform its obligations under these Standard Terms & Conditions as a result of a Force Majeure Event.
23.3. If the Force Majeure Event prevents View Films from providing any of the Products and/or Services for more than 1 month, either party shall, without limiting its other rights or remedies, have the right to terminate the Order immediately by giving written notice to the other party.
24. Notices.
24.1. Any notice or other communication given to a party under or in connection with these Standard Terms & Conditions shall be made:
24.1.1. in writing and shall be sent via email only and shall be deemed received unless the sender receives a bounce back or a message delay server response; or
26. Third Party Rights.
No one other than a party to these Standard Terms & Conditions and the Order, their successors and permitted assignees, shall have the right to enforce any of its terms.
27. Variation
No variation of these Standard Terms & Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
28. Conflicts
If there is a conflict between these Standard Terms & Conditions, and the terms and conditions of the Client, these Standard Terms & Conditions shall prevail.
29. Rights reserved.
Should View Films choose not to enforce any or all of these conditions it should not be interpreted as a waiver of any of View Films’ rights.
30. Governing Law and Jurisdiction
These Standard Terms & Conditions are governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree to the exclusive jurisdiction of the English courts.
BY PROVIDING VIEW FILMS WITH AN ORDER, THE CLIENT ACCEPTS THESE STANDARD TERMS & CONDITIONS
