Video Production Services
VALID FROM THE DATE THE SOW IS SIGNED
|Q. I have signed an Order Form; am I now contractually bound, and if so, how long for?|
|Both parties are legally committed to this Agreement once both us and you have signed the Order Form. Our legal relationship will then continue until we have both fulfilled all of our respective obligations under this Agreement, or until terminated.|
|Q. Can I make any changes to the services I need once I have signed an Order Form?|
|Of course! The price set out in the Order Form is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks. To give you an idea of the types of things that might run over and cost more, here’s a non-exhaustive list:|
Additional day / half day shoot
Additional day / half day edit
Additional Video Length in Live action and animation – 15, 30, 60 seconds
Additional Edit Time for Amendments
Additional Motion Graphics
Additional Stock per clip
Additional Shoot Day Required
Voice Over for corrections after video approval
Additional Exports & Ratio
*Note: Extra time is required if changes are requested after approvals on script, storyboard, shoot and edit.
|Q. Talking of fees, how do I pay you?|
|We issue invoices electronically. We require an initial Production Deposit (as set out in the Order Form) to be paid within 7 (seven) days of the invoice date (or as agreed and provided for in the Order Form). The Production Fee balance (as set out in the Order Form) shall be paid within 7 (seven) days of the delivery of the final product (or as agreed and provided for in the Order Form). Any additional fees shall be paid within 7 (seven) days of the invoice date.|
All payments should be made in full to us via BACS or the SWIFT international payments system. You agree to pay all charges associated with international transfers of funds. Please note, if you are late in paying, we reserve the right to charge interest on the overdue sum at 6 (six) per cent a year above the Bank of England’s base rate from the due date until payment of the overdue sum, whether before or after judgment. We will also have the right to suspend all services until payment has been made in full.
Alternatively, if we are delayed in providing the Production Services, or any final product by the Estimated Project End Date, or the Start Date is extended, all due to your negligence, inaction, or breach of the Agreement, we (notwithstanding any other remedies available to us), have the right to charge you a Delay Fee (as set out in the Order form).
|Q. What is the position regarding intellectual property?|
|Just to be clear, what we’re talking about here is intellectual property rights, meaning “all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world”, which we’ll call “IPR” for short. |
Each party and/or its licensors own the IPR in anything it has developed prior to this Agreement. For us, this means any IPR relating to the Production Services (including all unedited or partially edited footage i.e. rushes), the final product, and any IPR we’ve developed separately from this project and not paid for by you, and for you this means any IPR in text, images, video content, music, talent and other artwork you provide to us (“Client Materials”).
You also grant us the right to copy and modify any materials or brand collateral for us to provide the Production Services and you guarantee that all elements of the materials and brand collateral you provide are either owned by you, or that you have permission to use them. When you provide these materials to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
Regarding the final product, provided you have paid for the work and the Agreement has not been terminated, we will grant to you a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual, irrevocable, non-transferable licence to use the final product. This means you’ll have the right to use the final product forever, and we cannot take this right away from you. Furthermore, we’ll assign all IPR in the unique footage audio and graphics which have been created solely for you and used in the final product. Those will be yours to own.
Rushes / project files will be kept free of charge for 12 months – after this we will discard or you can pay for us to store or send via HD (we can provide a price for this on request).
As a final word, we’re proud of the work we create and we love to show it off, so we reserve the right to display all aspects of our creative work, including the completed Project on our website, social media channels, newsletters and other marketing collateral.
|Q. I’ve changed my mind, can I terminate the Agreement?|
|Either party will be able to terminate the Agreement by giving written notice to the other, such termination to take effect after the approval of a Stage of Production and prior to us commencing the provision of the Production Services in respect of the subsequent Stage of Production. If the Agreement is terminated, all fees due to us will become payable and if the Agreement is terminated early by you specifically, you may be charged an additional reasonable Cancellation Fee (details of which are set out in the Order Form).|
|Q. You say these are Terms and Conditions, so where’s the “small print”?!|
|Although the language and format of these Terms and Conditions is simple, the intentions are serious, and this contract is a legal document under exclusive jurisdiction of English and Welsh courts. This Agreement is personal to you, and you shall have no right to assign, transfer, charge, subcontract, or deal in any other manner any of your rights under this Agreement without our consent. Furthermore, no one, other than a party to this Agreement and their permitted assignees, shall have any right to enforce any of its terms. We will endeavour to work out all disputes between us, but in the event things progress, the courts of England shall have exclusive jurisdiction. This Agreement constitutes the entire agreement 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.|
|Limitation Of Liability|
|Except as expressly and specifically provided in this Agreement:|
1.1 You assume sole responsibility for results obtained from your use of the Services. Wooshii shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Wooshii by you in connection with the Services, or any actions taken by Wooshii at your direction;
1.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
1.3 the Services are provided to you on an “as is” basis.
Nothing in this Agreement excludes Wooshii’s liability:
1.3.1 for death or personal injury caused by Wooshii’s negligence; or
1.3.2 for fraud or fraudulent misrepresentation.
Subject to clauses above:
2.1 Wooshii shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information (including the Customer Data), or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
2.2 Wooshii’s total aggregate liability 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 Agreement shall be limited to the total Fees paid for the Project/ agreed works as specified in the SOW.
Using Wooshii As a Creator
|Responding to Wooshii Briefs|
|Creators may not see all briefs. They may be limited by a Creators profile (eg. based on location, skills, or due to confidentiality).|
A Creator must post its Pitch prior to the Pitch Due Date, (shown as GMT/BST). Wooshii reserves the right, to accept or refuse to accept late Pitches.
By posting a Pitch, a Creator offers to contract with the relevant Client and Wooshii (to the extent applicable) for the production and delivery of the Production on the terms and conditions set out in the Brief and the terms and conditions set out in these Terms.
Creator must not disclose its Pitch to any third party unless they are directly involved in the Creator’s production.
|Creators will be informed within 30 days of the Pitch Deadline if Creator’s Pitch was successful or not. |
If we and/or the Client are unable to communicate with the Creator (eg. to select or commission them) within 24 hours of such notification, the Client reserves the right to withdraw its selection of the Creator’s Pitch and commission another Creator without liability of us or the Client to the Creator.
Neither we or the Client will have any liability to a Creator in respect of a failure by the Client for any reason to select a Pitch.
Once a Pitch has been accepted, or if the Client and Creator otherwise agree, Client and Creator consent to us providing each of Client and Creator’s contact details to each other.
|Upon the notification to a creator that a Pitch has been successful the Creator will automatically enter into the below contract (Production Contract).|
To the extent of any inconsistency, any provisions of the Brief will override the terms of the Contract.
|The selected Creator shall provide production services (the “Services”) to Wooshii ltd for the usage specified (the” Usage”) as a producer of creative content more specifically described below (the “Content”) and deliver such Content to Wooshii Ltd in accordance with this Agreement.|
CONTENT AND SERVICES:
Shall be provided as per the brief
Usage: All media cleared for online use in perpetuity. Includes; Music, Voiceover Talent, On-Screen Talent and Stock Imagery etc.
Unless otherwise stated in this Agreement the delivered Content has to meet the Technical Specifications set out in the Schedule.
Delivery Materials shall include:
Proxy Files uploaded to Wooshii Dropbox, within 24 hours of the shoot day (see attachment).
Finished production of Content
Rushes and project files from production of the Content
Any release forms pertinent to the Content and Services
GRANT OF RIGHTS:
Under this agreement the Creator assigns to Wooshii Ltd absolutely all copyright and other interest (including any future interest to which the Creator may become entitled) in the Delivery Materials for the duration of the copyright (including any renewals and extensions).
The Creator shall not prevent Wooshii Ltd or any person authorised by Wooshii ltd from exploiting those rights in any manner.
Any music used must be rights cleared and signed off with Wooshii Ltd prior to delivery. Creators shall remain solely responsible for the clearance of rights necessary to use the Content according to Usage.
Creator is aware of the requirement that persons captured visually e.g. on videos, photographs or graphics need to agree to the publication and the usage of the respective Content (“Appearance Release”).
WARRANTIES AND REPRESENTATION:
Creator represents and warrants that:
it is entitled to grant the rights described in the Grant of Rights paragraph above free of any encumbrance and either owns, or has obtained and paid for licences to use, all materials provided to Wooshii Ltd by the Creator in connection with the production of the Content;
it is under no restriction that would prevent it from performing this agreement; and
the Content will not contain material that is unlawful or will promote illegal or unlawful activities (including illegal product placement).
Creator shall indemnify and hold Wooshii Ltd harmless against all actions, claims, costs (including legal costs and settlement costs and other payments), proceedings, direct and indirect damages, expenses, or fines arising out of any breach or non-performance by Creator, in particular of any warranty given by it or obligation undertaken by it in this Agreement.
In the event of any cancellation Wooshii Ltd will first look to reschedule a Shoot Start. If a new Shoot Start is agreed, it will be without penalty. In the event a new Shoot Start is not possible Wooshii Ltd may cancel a shoot at no charge up to 48 hours before a Shoot Start. In the event Wooshii Ltd cancels a shoot under 24 hours of a Shoot Start time Wooshii will pay 100% of the Commissioning Fee. All events of force majeure which prevent Wooshii Ltd from honouring the Shoot Start will entitle Wooshii Ltd to reschedule the Shoot Start without penalty.
Each party represent and warrant that it shall not disclose to any third party any information with respect to this Agreement except (a) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction in which event the parties so complying will notify the other party as promptly as practical (and if possible prior to making any disclosure), (b) as part of its normal reporting or reviewing procedure to its parent company, its auditors or its attorneys and authorities, (c) already public known information (as to be proven by the disclosing party) or (d) with prior mutual agreement of the parties or (e) in order to enforce its rights pursuant to this Agreement.
CHOICE OF LAW:
This Agreement shall be governed by and construed in accordance with the provisions of UK law. All disputes arising from or in connection with this Agreement shall be referred to the court having subject-matter jurisdiction for commercial matters in the UK.