FILAMENT POST PRODUCTION LIMITED (“FPP”) TERMS OF BUSINESS

1. DEFINITIONS
“Approval” includes authority given by the Client by letter, fax or email or by signing or initialing documents such as copy, artwork, corrections, Status Reports, or storyboards, scripts, Treatments, Production Schedules or estimates.
“Bought in Services” includes those additional services that may be required for image creation, digital technology, filming, lighting, sets, actors, models, photography, direction, production or other post production works as well as insurance, consultative, planning, technical, advisory, legal, research and similar services or equipment which are to be procured, hired, managed or purchased by FPP for the benefit of the Client to make the Work and/or provide the Services.
“Brief” means instructions given by the Client and accepted in writing by FPP giving any details needed to allow FPP to provide the Services.
“Client” means the person identified as the Client in the Brief or Project Summary. “Client Materials” means any films, stills, digital or video images, music or other sound tracks, voice or other elements used for a creative purpose in production of the final Work.
“Corporate Identity” means the name, style, logo, trade mark or other form of identity by which the Client is known and/or wishes to be identified.
“Fee” means the fee or relevant portion of the total fee payable for the provision of the Services on each Project.
“Project” means the work, Services and activities as summarised in a Project Summary. “Project Summary” means the document which is agreed between and signed by the Client and FPP summarising the details relevant to that Project.
“Services” means the preparation, creation, production and provision by FPP of computer generated images, visual special effects and other post production filmed and/or digital works as well as copy, layouts, storyboards, direction, artwork, creative and design ideas related to the Works to be prepared for the Client up to final digital films, files, video or artwork.
“Status Report” means a report produced by FPP following significant meetings or communications with the Client which summarises the meeting and identifies any action to be taken by FPP and/or the Client.
“Treatment” means the synopsis of the Project (if any is required) which is attached to the Project Summary and which specifies the agreed use(s) for the Work by the Client.
Work” shall include computer files, digital films, files, videos, documents, images, designs, proposals, plans, presentations, or other artwork used as part of the creative process for the Project and in which intellectual property rights may exist.
2. FPP’s SERVICES
2.1 In consideration of the relevant Fee, FPP will provide the Services for Projects in accordance with each Project Summary and shall be regarded as acting as principal in all respects unless otherwise agreed in writing. The terms and provisions of this Agreement shall apply to all dealings between FPP and the Client unless specifically varied by special conditions in any Project Summary,
2.2 If the Client or FPP decide one is necessary, FPP will produce a written Status Report. Unless the Client has notified FPP, within seven days of the date of receipt of the relevant Status Report, that the Status Report contains errors, FPP or the Client, as appropriate, shall take the action identified as its responsibility in the Status Report.
2.3 If FPP has been asked by the Client to use Client Materials, a statement of specified facts or the Corporate Identity in the Work which is to be the product of the Services, that use will be subject to the warranty and indemnity given by the Client in paragraphs 3.5 and 7 below and, relying upon those, FPP shall incorporate the relevant Client Materials or facts or use the Corporate Identity as instructed in by the Client.
2.4 Property and all rights in Works created by FPP belongs to FPP. Licence to use a Work for a Project will be granted on payment of the Fee. Rights in a Work may be assigned in writing upon payment an agreed assignment fee.
2.5 FPP will not have to keep copies of any Work, designs or materials which it has produced for the Client for more than three years after completion of the relevant Project
3. THE CLIENT’S OBLIGATIONS
3.1 The Client shall provide FPP with a comprehensive Brief and shall promptly notify its Approval to FPP when appropriate or take such action as shall be identified as the Client’s responsibility in any Status Report received from FPP.
3.2 The Client shall ensure that all legislative or other requirements which have particular application to the Client’s business, products or services are drawn to FPP’s attention in the Brief and in any event as soon as is reasonably practicable.
3.3 The Client shall provide FPP with such objective, factual evidence, documents, or information as may be necessary to substantiate statements of fact or claims made by the Client whether the same are contained in any Brief, Client Materials, Status Report or are otherwise to be made or used by FPP on behalf of the Client.
3.4 If the Client wishes FPP to use its Corporate Identity when creating the Works it shall ensure that FPP is provided with a comprehensive Brief identifying the way in which that Corporate Identity should be used or presented.
3.5 The Client represents and warrants that:- (a) the Client has absolute rights in and title to the Corporate Identity and every part of the Corporate Identity and that it is able to allow FPP to use the Corporate Identity freely, for the Project; and (b) the Client has all necessary, rights in or appropriate licences for the use of every part of the Client Materials provided by the Client to FPP and is freely able to allow FPP to use all the Client Materials for the Project.
3.6 Approval of scripts, storyboards, Treatments, Production Schedules, estimates or proposals by the Client shall be FPP’s authority to procure the relevant Bought in Services or production materials and start production work. Approval of estimates for the Project will be FPP’s authority to start working on the production and post production activities. The Client shall be responsible for the content of the Work produced by FPP in accordance with and following Approval
4. FEES AND CHARGES
4.1 In consideration of the provision of the Services by FPP for each Project, the Client shall pay to FPP the relevant Project Fee identified in the relevant Project Summary. The Client will also reimburse FPP for all Bought in Services purchased by FPP for each Project and out of pocket expenses incurred by FPP in the provision of the Services.

4.3 All fees or charges/reimbursement for Bought In Services or out of pocket expenses will be subject to the addition of VAT, or similar national sales tax, at the rate prevailing on the date of invoice. VAT will be identified separately on the relevant invoice.
5. BILLING AND TERMS OF PAYMENT
5.1 An invoice covering 50% of the full estimated cost of the Fee for the Services will be submitted on Approval of the estimates, is due for payment and will be paid by the Client within seven days thereafter. Invoices covering the balance of the Fees (including all adjustments to estimated amounts) will be submitted on completion of the relevant Services, completion of the relevant phase of the Project or completion of the relevant production work (whichever first occurs) and are payable and will be paid by the Client within 14 days thereafter.
5.2 The cost of Bought in Services will, wherever possible, be estimated in advance for Approval and, once Approved, will be payable in full by the Client in advance.
5.3 If the Client agrees to pay the Fees on a retainer basis by monthly or other periodic payments, invoices for the agreed retainer will be issued each month and shall, unless otherwise specified, be paid by the Client within 28 days after the date of invoice.
5.4 On completion of the Project the Fees due and costs charged will be reconciled against Fees estimated and paid and the final invoice (or credit note) will deal with a request for final Fee payment (or deal with the reimbursement) as appropriate.
5.5 FPP will be entitled to charge interest on late payments at the rate specified by regulations made under The Late Payment of Commercial Debts (Interest) Act 1998.
5.6 If the Client has any reason to dispute payment for any item identified in an invoice, the Client shall notify FPP of the disputed item within fourteen days of receipt of the invoice and shall work constructively with FPP to resolve any dispute. Notwithstanding any such dispute, the Client shall pay the balance of the sum due on such invoice (excluding the disputed item) by the due date.
5.7 If the Client fails to notify FPP of any dispute within 14 days after the date of receipt of any invoice, that invoice shall be deemed accepted by the Client.
6. RESOLUTION OF DISPUTES If any dispute develops between the parties whether concerning this Agreement or any other matter relating to the dealings between the Client and FPP the parties shall meet promptly and use all amicable and constructive means to settle their differences and resolve the dispute (including by formal mediation or reconciliation through a recognised body) before recourse to the law.
7. INDEMNITIES
The Client will fully indemnify and keep FPP indemnified from and against all actions, proceedings, claims, demands and all related losses, damages, liability and expenses (including reasonable legal fees) suffered or incurred by FPP directly as a result of any claim made against FPP that:- (a) the Client is not entitled to use the Corporate Identity whether in the manner in which FPP has been Briefed to use that Corporate Identity or otherwise; or (b) FPP has used any Client Materials, or any fact or description of or concerning the Client, its products or services which was provided to it by the Client, whether in a Brief, from a Status Report or otherwise and the claim alleges that the relevant fact or description is false, deceptive, misleading or otherwise inaccurate.
8. LIMITATIONS ON LIABILITY
8.1 FPP shall provide its services to the Client in a professional and workmanlike manner and in accordance with generally accepted good commercial practices. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED AND WHETHER AT COMMON LAW OR BY STATUTE OR OTHERWISE ARE HEREBY SPECIFICALLY EXCLUDED, SO FAR AS THE LAW PERMITS SUCH EXCLUSION.
8.2 FPP shall use reasonable endeavours to meet any specified dates for performance of the relevant Services or delivery of any Work and shall notify the Client of any actual or potential delays to such provision or delivery. If the Client fails promptly to provide FPP with an appropriate Brief or Approval or to take action as identified in a Status Report, FPP shall not be responsible for any consequential delay in the provision of Services or delivery of Work nor for any extra costs incurred or caused by such delay. 8.3 FPP shall be released from its obligation to provide the relevant Services if an event beyond the reasonable control of either of the parties occurs and renders impossible the provision of those Services (“force majeure”) until the cause of any such force majeure is removed or overcome. FPP shall not be liable for and the Client shall not have any right, claim or cause of action in respect of any delay in the provision of or failure by FPP to provide the Services resulting from force majeure.
9. CONFIDENTIALITY Each party (the “Recipient”) undertakes with the other (the “Discloser”) that it will at all times, both during and after the term of this Agreement keep confidential and not disclose or permit the disclosure to any third party, without the prior written consent of the Discloser, of any confidential marketing, sales or statistical information, data or other material relating to the Discloser’s business or method of carrying on its business and in the same way, where the Discloser is FPP, the Client will keep confidential and not disclose or permit disclosure of digital advertising or marketing techniques, proposals or ideas which FPP may reveal to the Client.
10. TERMINATION
10.1 This Agreement may be terminated by either party giving not less than three months written notice of termination to the other or by the completion of the final Project for which a Brief has been given to FPP.
10.2 Either party may terminate this Agreement forthwith and FPP shall be entitled to charge the Client for work already carried out up to the date of termination (whether completed or not) if the other party becomes insolvent, appoints a receiver or makes an arrangement with its creditors concerning all or substantially all of its assets.
10.3 FPP shall not be obliged to continue to provide any of the Services under any part of this Agreement if the Client has failed to pay any invoice by the due date, has received written notice from FPP formally demanding payment and within seven days of receipt of such notice has failed to do so.
10.4 If this Agreement is terminated for default or if the parties agree to terminate any particular Project, the Client shall pay FPP all sums due to it as at the effective date of termination in accordance with the payment terms of the relevant Project Summary and FPP shall deliver to the Client all work completed to that date.
11. GOVERNING LAW
This agreement shall be governed by and construed in accordance with English law.

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