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