ELASTIC PIE FILMS TERMS OF TRADE
Producer: Elastic Pie
Client: The individual or organisation named in the Quote and any agreed affiliates, references to Client shall also include Client’s Principal.
Client’s Principal: The individual or organisation who is the ultimate consumer of the final product.
Quote: Electronic estimate supplied by Producer. Client Agreement: Producer’s terms set out in this document.
Project: The final product (Film) and any work undertaken to produce that product including all pre- and post production work.
Film/s: The final product.
Media: The components of the final product, including but not limited to; rushes, audio, music, graphics and archive.
Commencement of Project: The Project shall commence on the date outlined in Quote as ‘Date of project commencement’ or in absence of such date on the acceptance of the Quote.
Estimated Date of Rough Cut Delivery: The date on which the Producer will have completed the majority of the edit and have a Film ready for first viewing by the Client.
Edit Project File: The digital EDL (Editing Decision List) or digital file that contains information for editing software to be able to recreate the Project from the rushes or other Media.
Working Day: any day other than a Saturday or Sunday or any public holiday in England.
1. PRODUCER OBLIGATIONS
A. Producer agrees to obtain the necessary permissions and rights clearances for the Film/s for the purpose stated in the most recent Quote. This may not include permissions and rights for Media created as a result of the Project commission, but not used in the final Film/s. Client should be aware that should they wish to use the Film/s for other purposes or on other platforms, they are responsible for obtaining all necessary permissions and rights clearances as required by law.
B. Producer shall deliver the Film/s pursuant to the most recent Quote. Releases will be made available on request only. All Media created during the Project and / or the Edit Project File can be made available to the Client on request and for a fee of 20% of the full and final cost of the Project, less travel and subsistence costs, 28 days after Project completion. Producer agrees to store such Media for a period of no longer than 2 years after Project completion unless otherwise agreed.
2. CLIENT OBLIGATIONS
A. Client agrees to provide any necessary materials (including but not limited to; Media, archive, music, graphics, fonts, logos, access, contributors, statistics and information) that may be required by the Producer in line
with Producer’s schedule outlined in the most recent Quote or as otherwise agreed between the Producer and Client (“Materials”).
B. Further to anything provided in 2.A by Client, Client agrees to obtain all permissions, rights and clearances as may be required by law to enable the Producer and Client to use the Materials for the purposes intended by scope of work relating to the most recent Quote and shall indemnify the Producer in respect of loss arising from a breach of this Clause 2.B.
C. Client acknowledges that any Media not used in final Film but which Client may acquire under 1.B, may not have full permission, rights and clearances. Client agrees that before using any such Media it shall, at its own cost, obtain all permissions, rights and clearances as may be required by law and shall indemnify the Producer in respect of loss arising from a breach of this Clause 2.C.
D. Client agrees to pay the full price as set out in the most recent Quotation and in accordance with the payment terms in Clause 5.
3. CHANGES IN SPECIFICATIONS
If at any time, Client desires to make any changes or variations from the most recent or from any material or work in progress, and such changes result in additional costs to Producer, Producer agrees to notify the Client of the amount of any such additional costs that are incurred.
Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.
A. Except as otherwise provided herein, on payment of full and final fee the Producer will transfer all rights, title and interest in and to the Film/s and Media which are the subject of this Agreement, including all copyrights (subject to section 1.A.), to the Client. All risk and responsibility for the Film’s and Media shall pass from the Producer to the Client on the transfer of ownership to the Client under this Clause 4.A.
B. The Client grants the Producer a non-exclusive worldwide, sub-licenseable, transferable, indefinite, royalty free license to use the Film and all Media produced during the course of the contracted work for any purpose, subject to Clause 4.C.
C. For avoidance of doubt the Producer reserves the right to use the final Film/s for publicity / promotional purposes. The Client can remove Producer’s right to use Film/s for publicity / promotional purposes for a fee of 10% of the full and final cost of the Project, less travel and subsistence costs.
A. Client understands that the specified terms of payment under this Agreement are based upon the following payment plan: 25% of full fee payable within five Working Days of acceptance of Quote or 24 hours prior to first shooting / production date, whichever is the soonest. After work commences this is non-refundable. A further 50% of full fee payable within 5 Working Days of delivery of the first rough cut of the Film / Media or part thereof.
The final 25% of fee plus any additional monies accrued payable within 15 Working Days of delivery of completed Project.
B. If Client fails to make payment by the specified date, Producer will claim interest at the statutory rate (Late Payment of Commercial Debts (interest) Act 1998).
C. Additional costs such as travel time, expenses and location fees may not be included in Quote but may be accrued by Client.
D. Prices are exclusive of VAT where applicable.
E. Payment is currently accepted by BACS unless otherwise agreed.
6. CANCELLATION AND POSTPONEMENT
A. These cancellation or postponement provisions relate to any rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the Project. The Client acknowledges that cancellation or postponement is likely to cause significant operational difficulty and financial loss to the Producer, for the following reasons: (i) If Producer blocks out a specific period of time on the understanding that there is a firm commitment from the Client, then the Producer makes no further efforts to sell the time, (ii) If the job is cancelled or postponed within the guideline time frame (as set out in the Quote), it is unlikely that this time can be rebooked.
B. If notice of cancellation/postponement is given to the Producer UP TO AND INCLUDING TEN WORKING DAYS prior to the Commencement of the Project, the Client will be liable to the Producer for: (1) All out-of-pocket costs; (2) Full Pre-production costs as bid; (3) Full shooting cost as bid; and (4) Full post-production cost on the job as bid.
C. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the Commencement of the Project, the Client will be liable to the Production Company for: (1) All out-of-pocket costs; (2) Not less than 50% of Pre-production costs as bid; (3) Not less than 50% of shooting cost as bid; and (4) Not less than 50% of post production cost on the job as bid.
D. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS prior to the Commencement of the Project, the Client will be liable to the Producer for: (1) All out-of-pocket costs; (2) Not less than 25% of Pre-production costs as bid; (3) Not less than 25% of shooting cost as bid; and (4) Not less than 25% of post-production cost on the job as bid.
E. When Media/ Film shooting has been prevented from occurring due to circumstances beyond the control of the Producer, the Producer shall not be liable for any consequential breach of this Agreement and the Client and Producer shall mutually agree any necessary revisions to the terms of the Project. If the Client wishes to cancel the Project, cancellation costs will apply in accordance with Clause 6.B. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of elements supplied by the Client (e.g. key talent, products)
(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).
7. LIMITATION OF LIABILITY
The liability of the Producer for any and all claims resulting from this Agreement shall not exceed the total amount of the price as set out in the Quotation. Nothing in this Agreement shall exclude or limit liability for (i) fraud or (ii) death or personal injury caused by negligence or for any other liability that cannot be excluded or limited by law.
8. DISPUTE RESOLUTION
If a dispute arises the Producer and the Client shall seek to resolve the dispute amicably including considering appropriate forms of mediation before issuing formal legal proceedings.
9. APPLICABLE LAW
This Agreement shall be governed by the laws of England and Wales.