Application and entire Agreement
- These Terms and Conditions apply for the audio-visual recording and production Services (Services) provided by Zeyus Media Ltd (ZM) a company registered in England and Wales under number 10302675 whose registered office is at 2 Castleham Court, 170 High Street, Edgware, HA8 7EX, to the Client procuring these Services.
- The Client is deemed to have accepted these Terms and Conditions when accepting the Quotation detailed in the Schedule of Works or from the date of any provision of the Services (whichever happens earlier). These Terms and the contract within the Schedule of Works are the entire Agreement between both parties.
- The Client acknowledges that they have not relied on any statement, promise or representation made or given by or on the behalf of ZM. These Conditions apply to the Agreement to the exclusion of any other Terms that the Client tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation. Any words following the Terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those Terms.
- Agreement: the video production Agreement between ZM and the Client for the supply of the Services by ZM to the Client.
- Brief: the completed video brief
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- The Company: Zeyus Media.
- Client: the party with whom ZM consents to enter into a contract for the provision of their Services as identified in the Schedule of Works.
- Costs: the costs and expenses, including any third-party material costs.
- Deliverables: any completed video production excluding raw footage or edit projects.
- Edit Projects: the files that are created by ZM during production of the Video.
- Input Materials: all Client acceptances or approvals, scripts, footage, documents, branding images and materials, images and materials, performances and Services to be provided by the Client, or on its behalf (including by talent, contributors, consultants or freelancers procured by the Client).
- Production Schedule: the agreed dates, times and locations for the preparation, production and post-production of the Video.
- Schedule of Works: the contract agreed between ZM and the Client, detailing the works required on a project and includes the brief, the treatment proposal, the production schedule and a Quotation of costs.
- Services: the work to be provided by ZM, which includes the creation of the deliverables and storage.
- Storage: the Services for storing and retrieval of Client video after one month of initial delivery.
- Terms: these Terms & Conditions.
- Treatment: any response to the brief prepared by ZM.
- Video: the video filmed and or produced by ZM.
- ZM will employ great care and skill in the provision of the Services set out in the Schedule of Works, including any specification in all material respects. ZM can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and ZM will notify the Client if this is necessary.
- ZM commits that all completed projects must meet the brief set out in the Schedule of Works and a standard of quality on par with the examples presented to the Client, including the showreel content available on the ZM website.
- ZM will use reasonable endeavours to provide the Services within the time agreed or as set out in the Schedule of Works; however, time shall not be of the essence in the performance of our obligations.
- All of these Terms and Conditions apply to the supply of any deliverables or Services unless specified otherwise.
- ZM is under no obligation to store media (raw footage or edit projects) after delivery without prior agreement.
- A media archive contract fee of £100 applies for the storage of up to 2TB of media for a period of up to 5 years.
- Where media can be recovered in lieu of a media archive contract the Client agrees to pay a media storage charge of £50 per instance.
- The Client must obtain any permissions, consents, licences or otherwise for all input materials and provide ZM with access to any and all relevant information, materials, properties and any other matters required for the provision of the Services.
- The Client must allow a minimum of one hour for single camera set up and more for additional cameras and equipment. ZM accepts no liability for any compromise to the outcome of deliverables should sufficient set up time not be allowed.
- ZM accepts no liability for any compromise to the outcome of deliverables as a direct result of the explicit directions of the Client and or failure on the Client’s behalf to provide audio visual inputs of an acceptable quality.
- ZM accepts no liability for any delay or failure to provide the Services if this is caused by the Client’s failure to comply with the provisions of this section.
- The fees for the Services are set out in the Quotation included in the Schedule of Works.
- The client agrees to pay the relevant media management fees.
- An additional fee will be applied for the provision of raw footage.
- In addition to the fees, ZM can recover from the Client a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of Services provided by third parties and required by ZM for the performance of the Services, c) the cost of any materials required for the provision of the Services.
- The Client must pay ZM for any additional Services provided by ZM that are not specified in the Quotation in accordance with the applicable daily rate in effect at the time of service provision or such other rate as may be agreed between both parties.
Cancellation and amendment
- ZM can cancel an order for any reason prior to acceptance (or rejection) of the Quotation.
- The Client can cancel at any time prior to the commencement of proposed service provision but will be held accountable to pay for any expenses the ZM may have incurred in preparation including the travel costs, purchase of any new equipment specific to the requirements of this project.
- If the Client wishes to amend any details of the Services they must tell ZM in writing as soon as possible. ZM will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to the Client.
- If, due to circumstances beyond control ZM has to make any change in the Services or how they are provided, ZM will notify the Client immediately. ZM will use reasonable endeavours to keep any such changes to a minimum.
- ZM will invoice the Client for payment of the fees either:
1. when ZM have completed the Services; or
2. on the invoice dates set out in the Quotation.
- The Client must pay the due fees within 30 days of the date of our invoice or otherwise in accordance with any credit Terms agreed between us.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- If the Client does not pay within the period set out above, ZM can suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with, the Client.
- Receipts for payment will be issued by ZM only at the Client’s request.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
- ZM can terminate the provision of the Services immediately if the Client:
1. commits a material breach of Client obligations under these Terms and Conditions; or
2. fail to make pay any amount due under the Contract on the due date for payment
- ZM reserves usage rights for all video as standard without limitation.
- ZM maintains copyright of all video unless prior Agreement or written assignment is made.
- Unless hired exclusively for camera operation, raw footage itself will not be regarded as the intellectual property itself.
- ZM reserves the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
- The total amount of ZM liability is limited to the total amount of fees payable by the Client under the contract.
- ZM is not liable in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the Quotation for any indirect, special or consequential loss, damage, costs, or expenses or;
1. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
2. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
3. any losses caused directly or indirectly by any failure or breach in relation to Client obligations; or
4. any losses arising directly or indirectly from the choice of Services and how they will meet the Client’s requirements or your use of the Services or any goods supplied in connection with the Services.
- The Client must indemnify ZM against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client, their guests, patrons, customers, agents or employees.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
- Neither party is liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given when sent by email or messenger service with confirmation of delivery.
- All notices under these Terms and Conditions must be addressed to the most recent email address or messenger account notified to the other party.
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.