Video Production Services

Contractor Terms and Conditions


  1. Interpretation

    1. The definitions and rules of interpretation in this condition apply in these conditions.

      2. "Contract"

      the Order and the Contractor's acceptance of the Order;

      Contractor

      the person, firm or company who accepts an Order;

      Customer

      the person, firm or company defined as such and whose contact details appear in the Order;

      Deliverables

      as defined in the Order;

      "Intellectual Property Rights"

      all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

      "Order"

      Skeleton's written instruction to provide the Services, incorporating these conditions;

      Services

      film production services;

      "Skeleton"

      Skeleton Productions Limited (registered company number 05345335), whose registered office is at The Gateway Building, University of Nottingham, NG7 2TU; and

      "Work"

      any work created by the Contractor for Skeleton under the Contract, including but not limited to all outtakes, B-roll and unused footage (each including any part or parts of them).

    2. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

    3. A reference to one gender includes a reference to the other gender.

    4. Condition headings do not affect the interpretation of these conditions.

    5. Any term not defined herein shall have the meaning specified in the Order.

  2. Application of terms

    1. Subject to any variation under condition , these conditions are the only conditions upon which Skeleton is prepared to deal with the Contractor and they shall govern the Contract to the entire exclusion of all other terms or conditions.

    2. Each Order for Services by Skeleton from the Contractor shall be deemed to be an offer by Skeleton to buy the Services subject to these conditions and no Order shall be accepted until the Contractor either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part accepts the offer.

    3. No terms or conditions endorsed upon, delivered with or contained in the Contractor's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Contractor waives any right which it otherwise might have to rely on such terms and conditions.

    4. These conditions apply to all Skeleton's purchases and any variation to these conditions shall have no effect unless expressly agreed in writing and signed on behalf of Skeleton.

  3. Contractor's responsibilities

    1. The Contractor shall provide the Services, and deliver the Deliverables to Skeleton in accordance with the Order and these conditions and shall allocate sufficient resources to the Services to enable it to comply with this obligation.

    2. In accordance with the Order:

      1. the Contractor shall attend the Shoot Location on one of the Provisional Shoot Dates or otherwise but in any case only as previously agreed with the Customer;

      2. such that they arrive on or before the First Cut Deadline the Contractor shall submit the Work as it then exists to Skeleton for approval; and

      3. such that they arrive on or before the Final Cut Deadline the Contractor shall submit the Work and the Deliverables in their final form to Skeleton for approval.

    3. The Contractor shall meet, and time is of the essence as to, the performance and delivery dates specified in the Order (including without limitation those referred to in condition ). If the Contractor fails to do so, Skeleton may (without prejudice to any other rights it may have):

      1. terminate the Contract in whole or in part without liability to the Contractor;

      2. refuse to accept any subsequent performance of the Services which the Contractor attempts to make;

      3. purchase substitute services from elsewhere;

      4. hold the Contractor accountable for any loss and additional costs incurred; and

      5. have all sums previously paid by Skeleton to the Contractor under the Contract refunded by the Contractor.

    4. The Contractor shall:

      1. co-operate with Skeleton and the Customer in all matters relating to the Services;

      2. use reasonable skill and care and comply with all relevant laws and legislation in the performance of the Services;

      3. observe, and ensure that all employees, consultants, agents and subcontractors which it engages in relation to the Services observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises;

      4. notify Skeleton and the Customer as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; and

      5. before the date on which the Services are to start, obtain, and at all times maintain, all licences, permissions and consents to enable performance of the Services in accordance with the Order and these conditions.

    5. The Contractor acknowledges and agrees that if it considers that Skeleton is not, or may not, be complying with any of Skeleton's obligations, it shall only be entitled to rely on this as relieving the Contractor's performance under the Contract:

      1. to the extent that it restricts or precludes performance of the Services by the Contractor; and

      2. if the Contractor, promptly after the actual or potential non-compliance has come to its attention, has notified details to Skeleton in writing.

  4. Skeleton's obligations

    1. Skeleton shall:

      1. co-operate with the Contractor in all matters relating to the Services; and

      2. provide payment for the Services in accordance with clause .

  5. Charges and payment

    1. In consideration of the provision of the Services by the Contractor, Skeleton shall pay the fee set out in the Order.

    2. On completion of the Services to be supplied under the Order the Contractor shall invoice Skeleton for the charges that are then payable, together with VAT where appropriate.

    3. Skeleton shall pay each invoice which is properly due and submitted to it by the Contractor within 30 days of receipt to a bank account nominated in writing by the Contractor.

    4. If Skeleton fails to pay any amount payable by it under the Contract, the Contractor may charge Skeleton interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of 1% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly and Skeleton shall pay the interest immediately on demand.

    5. Without prejudice to any other right or remedy it may have, Skeleton reserves the right to set off any amount owing at any time to it by the Contractor against any amount payable by Skeleton to the Contractor.

  6. Quality of Services

    1. The Contractor warrants to Skeleton that:

      1. the Work(s) and Deliverables shall be original to the Contractor;

      2. the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards;

      3. the use of the products of the Services (including but not limited to the Deliverables) or any part thereof or any of the Intellectual Property Rights therein by the Customer will not infringe the rights of any third party;

      4. the Services and Deliverables will conform with all descriptions and specifications provided to the Contractor by Skeleton or by the Customer; and

      5. the Services and Deliverables will be provided in accordance with all applicable legislation from time to time in force, and the Contractor will inform Skeleton as soon as it becomes aware of any changes in that legislation.

    2. Skeleton's rights under these Conditions are in addition to the statutory terms implied in favour of Skeleton by the Supply of Goods and Services Act 1982 and any other statute.

    3. The provisions of this condition shall survive any performance, acceptance or payment pursuant to the contract and shall extend to any substituted or remedial services provided by the Contractor.

  7. Intellectual property rights

    1. On the basis of future assignment, as and when the fee is paid in accordance with condition , the Contractor assigns to Skeleton, with full title guarantee and free from all third party rights, all Intellectual Property Rights and all other rights in the products of the Services (including without limitation the Deliverables) and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under the Contract, the Contractor holds legal title in such rights on trust for Skeleton.

    2. The Contractor waives any moral rights in the products of the Services to which the Contractor is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of the products of the Services or other materials embodying or relating to the products of the Services, infringes the Contractor's moral rights.

    3. The Contractor shall, promptly at Skeleton's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Skeleton may from time to time require for the purpose of securing for Skeleton the full benefit of the Contract, including all right, title and interest in and to all Intellectual Property Rights and all other rights and materials referred to in condition .

    4. The Contractor acknowledges that no further remuneration or compensation other than that provided for in the Contract is or may become due to the Contractor in respect of the performance of his obligations under this condition .

    5. The Contractor hereby irrevocably appoints Skeleton to be the Contractor's attorney to execute and do any such instrument or thing for the purpose of giving Skeleton or its nominee the benefit of this condition .

    6. Effective from the time of assignment of the Intellectual Property Rights in any Deliverables in accordance with condition , Skeleton grants to the Contractor a non-exclusive, royalty-free licence to copy and make use of such Deliverables for the sole purpose of promoting the Contractor's business in a portfolio, show reel or equivalent marketing material on the condition that:

      1. the Deliverables used shall appear in their final form and shall not have been edited or modified in any way prior to such use; and

      2. the Deliverables used shall remain branded by and credited to Skeleton in the form of the Skeleton logo and reference to Skeleton's website.

    7. Skeleton shall have the right to terminate the licence granted under condition immediately by written notice and without liability to the Contractor under the Contract or otherwise if:

      1. in Skeleton's reasonable opinion, either of conditions or have or will be breached; or

      2. the Customer so requests for whatever reason.

  8. Indemnity and insurance

    1. The Contractor shall indemnify and hold Skeleton harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Skeleton as a result of or in connection with:

      1. any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services (including but not limited to the Deliverables); or

      2. any claim made against Skeleton in respect of any liability, loss, damage, injury, cost or expense sustained by Skeleton's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services or the Deliverables as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Contractor.

    2. During the term of the Contract and for a period of 6 months thereafter, the Contractor shall maintain in force, with a reputable insurance company:

      1. professional indemnity insurance; and

      2. public liability insurance;

      3. in an amount not less than ?5 million and shall, on Skeleton's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.

    3. The provisions of this condition shall survive termination of the Contract, however arising.

  9. Confidentiality

    1. The Contractor 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 Contractor by Skeleton, the Customer or the agents or employees of either of them and any other confidential information concerning the business or products of Skeleton or the Customer which the Contractor may obtain and the Contractor shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Contractor's obligations to Skeleton and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Contractor.

    2. The Contractor shall not use any of Skeleton's confidential information for any purpose other than those contemplated by this agreement.

  10. Termination

    1. Skeleton shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Contractor written notice whereupon all work on the Contract shall be discontinued and Skeleton shall pay to the Contractor fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

    2. Skeleton shall have the right at any time by giving notice in writing to the Contractor to terminate the Contract forthwith if:

      1. the Contractor commits a material breach of any of the terms and conditions of the Contract and such breach, if capable of remedy, has not been remedied within 1 day; or

      2. any distress, execution or other process is levied upon any of the assets of the Contractor; or

      3. the Contractor has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Contractor or notice of intention to appoint an administrator is given by the Contractor or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Contractor or for the granting of an administration order in respect of the Contractor, or any proceedings are commenced relating to the insolvency or possible insolvency of the Contractor; or

      4. the Contractor ceases or threatens to cease to carry on its business; or

      5. the financial position of the Contractor deteriorates to such an extent that in the opinion of Skeleton the capability of the Contractor adequately to fulfil its obligations under the Contract has been placed in jeopardy.

    3. On termination of the Contract for any reason, the Contractor shall immediately deliver to Skeleton:

      1. all copies of information and data provided by Skeleton or the Customer to the Contractor for the purposes of the Contract; and

      2. all Works and Deliverables existing at the date of such termination, whether or not then complete. All Intellectual Property Rights in such materials shall automatically pass to Skeleton (to the extent that they have not already done so by virtue of condition .

    4. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of Skeleton accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

  11. Assignment

    1. The Contractor shall not be entitled to assign or subcontract the Contract or any part of it without the prior written consent of Skeleton.

    2. Skeleton may assign the Contract or any part of it to any person, firm or company.

  12. Force majeure

    1. Each party shall have no liability to the other if it is prevented from or delayed in carrying out any of its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

  13. No partnership or agency

    1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent or employee of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

  14. General

    1. Each right or remedy of Skeleton under the Contract is without prejudice to any other right or remedy of Skeleton whether under the Contract or not.

    2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

    3. Failure or delay by Skeleton in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

    4. Any waiver by Skeleton of any breach of, or any default under, any provision of the Contract by the Contractor shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

    5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

    6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.