Terms and Conditions

All Services offered by Intermission Film and all Orders confirmed by Customers are subject to the following Terms and Conditions of business and any variation or exclusion must be expressly stated and agreed in writing between an authorised representative of the Customer and a Director of Intermission Film.

1. DEFINITIONS

Brief: Documents, discussions and other materials provided by the Customer to confirm the Customer’s requirements.

Business Day: a working day other than a Saturday, Sunday or public holiday in the country in question.

Cancellation Fee: is a charge levied when a confirmed project is cancelled by the Customer.

Change Request: is a change in the scope of a confirmed Order by the Customer.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 8.

Confidential Information: means all confidential information (however recorded or preserved) disclosed by any employee, officer, representative or adviser, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to commercial matters.

Customer: the person or organisation who places an Order with Intermission Film.

Deliverables: the deliverables required by the Customer as set out in the Order.

IP: means Intellectual Property Rights comprising of:

· Artistic IP: is the Intellectual Property used in the supply of Services to produce the Deliverables. This may include but not be limited to skills, knowledge, expertise, and ideas and;

· Commercial IP: includes tools, techniques, machinery and software created, owned or licenced by Intermission Film whether or not patented, trademarked or copyrighted; as well as proposals and treatments created and presented to Customers or third parties in good faith.

Intermission Film: means any of the companies, organisations and, operations that make up the Intermission Film Group, the parent of which is Intermission Film (Holdings) Ltd – a UK registered company, including its employees, Agents, Consultants and Sub Contractors.

Order: the Customer’s order for Services as set out in a statement of work or confirmed in another format in writing between the Customer and Intermission Film.

Quote: cost and time estimates provided by Intermission Film to the Customer.

Sales Tax: any statutory tax linked to the value of sales invoices.

Services: the range of expertise and skills provided by Intermission Film to create the Deliverables to be supplied to the Customer as per the Order. These Services are defined in clause 3.

2. INTERPRETATION

2.1. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

2.2. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

2.3. 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.

2.4. A reference to writing or written includes email.

3. INTERMISSION FILM SERVICES

3.1. Intermission Film shall supply the Services to the Customer in accordance with the Order.

3.2 The Services covered by these Terms and Conditions include but are not limited to:

3.2.1 Editorial services – The receipt of source materials from a Customer and / or the creation and sourcing of materials to produce edited trailers and other content including ‘sizzle reels’ for Films and / or TV series to be used across a variety of media channels for marketing and advertising purposes.

3.2.1.1 If Intermission Film is required to create original content from studio based or on location shoot productions, that production will be subject to a separate set of Terms and Conditions.

3.2.2 Print design – The receipt of source materials from a Customer for use, along with other reference materials and / or originated imagery to produce Key Art (posters) and other forms of still imagery to be used for the marketing and advertising of Films and / or TV series across a variety of media channels.

3.2.3 Motion Graphics design – The receipt of source materials from a Customer and their use along with other reference materials and / or originated content to produce title sequences, animation and other content to be used for the marketing and advertising of Films and / or TV series across a variety of media channels.

3.2.4 As part of the production of Editorial, Print and Motion Graphics design Deliverables the rights to use imagery from stock libraries and / or fonts from a font shop or library may be purchased on behalf of the Customer. This is will be done in accordance with the Brief / Order provided by the Customer in respect of usage, media channels and territories.

3.2.5 Where possible licences and subscriptions will be in made out in the name of the Customer. Upon payment by the Customer the rights and conditions of use will transfer to the Customer.

3.2.6 Music – If part of an Order requires music tracks to be chosen, Intermission Film will manage this on behalf of the Customer including obtaining any necessary music clearance.

3.2.6.1 All licence agreements will be in the Customers name and where possible all costs will be charged directly by the supplier to the Customer.

3.2.6.2 The Customer accepts full responsibility for adhering to the terms of the license agreement obtained through music clearance.

3.2.7 A management fee will be charged by Intermission Film for negotiating the music costs and licence terms.

3.2.8 If part of an Order requires the composition of music, Intermission Film will source and manage a composer.

3.2.8.1 The costs and terms of licence for any composed music will be agreed in advance with the Customer.

3.3 Intermission Film shall use all reasonable endeavours to meet any delivery dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services unless agreed in writing in advance.

4. SUBCONTRACTORS

4.1 The Company shall be entitled to appoint one or more subcontractors to carry out all or any of its obligations under an Order confirmed by the Customer.

5. RIGHTS TO MARKET AND PROMOTE DELIVERABLES

5.1 Unless expressly agreed in writing Intermission Film will have the right to use any part or all of the Deliverables to market and promote itself once the Deliverables have been released into the public domain.

6. CUSTOMER’S OBLIGATIONS

6.1 The Customer shall where applicable:

6.1.1 ensure that the Brief and requirements of the Order and any information it provides relating to the Order are complete and accurate;

6.1.2 provide information, feedback and materials to Intermission Film in a timely fashion and by agreed deadlines in order for Intermission Film to supply the Services and provide the Deliverables;

6.1.3 ensure Intermission Film has unencumbered access to all materials provided to produce the Deliverables by obtaining and maintaining any necessary licences, permissions and consents which may be required before the date on which the Services are to start;

6.1.4 ensure that all applicable territories, media and duration are included when specifying license and subscription requirements;

6.1.5 accept all liability in respect of licences, permissions and consents for all aspects of the Deliverables including when Intermission Film have purchased items on behalf of the Customer in accordance with the Brief and / or Order;

6.1.6 permit Intermission Film, its employees, agents, consultants and subcontractors, access to the Customer’s property and other facilities or assets as reasonably required for the provision of the Services;

6.1.7 ensure that property or assets provided to Intermission Film are fully insured for the purpose intended;

6.1.8 inform Intermission Film of all health and safety and security requirements that apply at the Customer’s premises, if Intermission Film visit such premises.

6.2 As per clause 3.2.5 and 3.2.6 above, it is the responsibility of the Customer to confirm the media channel, territory, duration and any other requirements of any licence, subscription and / or music clearance to be purchased by Intermission Film on behalf of the Customer.

6.3 If an act or omission by the Customer prevents or delays the ability of Intermission Film to perform Services, Intermission Film shall have the right to suspend performance of the Services until the Customer resolves the issue and;

6.3.1 Intermission Film shall not be liable for any cost or expense attributable to missing deadlines as a result of an act or omission on behalf of the Customer and;

6.3.2 Intermission Film shall not be liable for any costs, losses or additional Charges sustained or incurred by the Customer arising directly or indirectly as a result of the act or omission and;

6.3.3 the Customer shall reimburse any costs or losses sustained or incurred by Intermission Film arising directly or indirectly from the act or omission.

6.4 The Customer accepts full responsibility for:

6.4.1 checking the Deliverables for errors and communicating desired changes before they are finalised; and

6.4.2 proofreading and copy-checking the Deliverables before any of them are made available to the public, become live, go to print or are manufactured.

7. CUSTOMER FEEDBACK AND CREATIVE INTERPRETATION

7.1 Customer feedback and review is essential to creative Editorial and / Design processes and therefore timely and meaningful feedback from Customers is required in order for Deliverables to be produced on time as stated in clause 6.1.2 above.

7.2 The number of rounds of review of the Deliverables will be agreed and confirmed as part of the Order.

7.3 Artistic interpretation is fundamental to the creative process undertaken by Intermission Film and therefore a subjective opinion from the Customer on the Deliverables is not a determining factor as to whether the Services have been performed adequately, or whether the Deliverables are acceptable.

8. BRIEFS, QUOTES AND CONFIRMATION OF ORDERS

8.1 Prior to an Order being placed the Customer and Intermission Film are likely to engage in discussions regarding potential projects. Any such discussions and documentation supplied by the Customer will be regarded as part of the project Brief.

8.2 All aspects of the project Brief provided by the Customer will be treated as Confidential and ownership of all materials provided remains vested in the Customer.

8.3 In response to discussions, requests and the project Brief, Intermission Film may provide Quotes, treatments, concept art, story boards and other materials, any of which should be treated as Confidential.

8.4 Discussions with Customers and / or third parties are often speculative and may require Intermission Film to utilise IP in preparing and presenting creative materials and input including but not limited to ideas, treatments, concept art, story boards, scripts and marketing strategies as well as Quotes. All ownership and IP in such creative materials and input remains vested in Intermission Film.

8.5 Intermission Film retains the right to claim damages and recover costs from a Customer or third party which takes creative materials and input generated by Intermission Film in good faith and produces it independently without prior approval in writing.

8.6 Intermission Film retains the right to claim damages and recover costs from a Customer or third party which takes creative materials and input generated by Intermission Film in good faith and produces it independently without prior approval in writing.

8.7 Once an Order is confirmed it shall automatically become subject to these Terms and Conditions unless a variation or exclusion of any part of these Terms and Conditions is expressly stated and agreed in writing between an authorised representative of the Customer and a Director of Intermission Film.

8.8 Charges for the Services will be confirmed as part of the Order. These costs will be binding except for any increase in the scope of the project, additional Services and / or any other item that is requested by the Customer. All such changes are classified as a Change Request.

8.9 Intermission Film retains the right to Charge additional fees for a Change Request as soon as is reasonable and practical.

8.9.1 Whenever possible, Charges for Change Requests will be provided in advance of the time / expense being incurred. When it is not possible Intermission Film retains the right to Charge the Customer once evidence of the necessity for the time / costs is provided.

8.10 Unless otherwise agreed and stated in the Order, additional Charges for expenses and disbursements which Intermission Film cannot reasonably predict and agree in advance may be passed on to the Customer. Such Charges shall include, but shall not be limited to:

8.10.1 travelling expenses.

8.10.2 hotel costs.

8.10.3 photography, copywriting, printing, creation and transfer of working files.

8.10.4 certain services provided by third parties; and

8.10.5 materials.

8.11 Intermission Film retains the right to charge additional fees to the Customer for delays in the provision of information, feedback and materials.

8.12 Upon final provision of the Deliverables, the Customer has 10 Business Days to notify Intermission Film in writing of any required modifications, failing which they will be deemed as accepted by the Customer.

8.13 If the Customer notifies a required modification to the Deliverables, Intermission Film will review the Customer’s request and may provide appropriate remedies. Any remedy may be deemed as a Change Request.

9. PAYMENT TERMS AND CANCELLATION FEES

9.1 Unless otherwise agreed the payment terms for an Order is as follows:

9.1.1 Commencement fee = 50% in advance. Commencement fee Invoices are payable upon receipt and in advance of the project commencing.

9.1.2 Completion fee = 50% upon provision of the Deliverables. Completion fee Invoices are payable within 30 days of receipt.

9.2 Payment for commencement fees is required prior to work starting on the Order. All other invoices must be paid within 30 days unless otherwise agreed in writing.

9.3 All agreed charges for an Order are subject to revision based upon a Change Request or other factors as outlined in clause 8 above.

9.4 If an Order is cancelled prior to commencement of the project or during delivery of the project, Intermission Film has the right to charge a Cancellation Fee as follows.

9.4.1 Cancellation within 5 to 1 Business days prior to commencement = 25% of the Order value plus any expenses and disbursements incurred by Intermission Film.

9.4.2 Cancellation on or after the day of commencement = 50% of the Order value plus any expenses and disbursements incurred by Intermission Film.

9.5 All amounts stated by Intermission Film in a Quote or Order are exclusive of any applicable Sales Tax.

9.6 Sales Tax will be included on all Invoices submitted by Intermission Film when applicable. The Customer agrees to pay all Sales Tax in addition to the agreed charges for the Services.

9.7 If the Customer fails to make a payment relating to an Order as per these Terms and Condition or any alternative payment terms agreed in writing, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement.

9.7.1 Interest will accrue daily at 4% a year above that of the Central Bank base rate of the territory in question, but at 4% per year for any period when that base rate is below 0%.

10. COPYRIGHT, INTELLECTUAL PROPERTY AND OWNERSHIP

10.1 Ownership of all materials provided by the Customer for the purpose of supplying the Services will remain vested in the Customer.

10.2 The Customer grants Intermission Film a non-exclusive, royalty-free, non-transferable licence to copy or modify any materials provided for the purpose and duration of providing Services and producing the Deliverables.

10.3 The Customer confirms it has all necessary licences, ownership rights and IP for all materials in all respects including territories, media and duration that it provides to Intermission Film.

10.4 The Customer accepts all liability that may arise from use of the materials provided to Intermission Film.

10.5 The Customer shall indemnify Intermission Film and hold it harmless against any liability, loss, damage, cost (including reasonable legal and professional adviser costs) or expense that Intermission Film suffers or incurs as a result of any claims in respect of actual or alleged infringement of a third party’s IP arising out of the Services.

10.6 Ownership and copyright of all the Deliverables will be transferred to the Customer once full payment for the Order has been made.

10.7 Intermission Film shall own and retain all IP in or arising out of the Services, other than IP in any materials provided by the Customer.

10.8 As per clause 8.4 above, all ownership and IP remain vested in Intermission Film for all creative materials and input including but not limited to ideas, treatments, concept art, story boards, scripts and marketing strategies as well as Quotes provided to the Customer.

10.9 Intermission Film retains the right to claim damages and recover costs when a Customer and / or third party uses creative materials and input generated through IP provided by Intermission Film without consent.

11. CONFIDENTIALITY

11.1 The provisions of this clause shall not apply to any Confidential Information that:

11.1.1 is or becomes generally available to the public; and

11.1.2 the parties agree in writing is not confidential or may be disclosed.

11.2 Both parties shall keep Confidential Information confidential and shall not use it except for performing its obligations under or in connection with the Order.

11.3 A party may disclose Confidential Information to the extent it is required to be disclosed by law, by any governmental or other regulatory authority or by any court, and to the extent that it is legally permitted to do so, it shall give the other party a reasonable notice of such disclosure.

11.4 On provision of the Deliverables and completion of the Order and to the extent that it does not obstruct the Customer from using the Deliverables, each party shall respect and maintain the confidentiality of all Confidential Information unless upon request one party demands of the other to,

11.4.1 destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;

11.4.2 erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties; and

11.4.3 certify in writing to the other party that it has complied with the requirements of this clause.

12. LIMITATION OF LIABILITY

12.1 There is no limit or exclusion regarding Intermission Film’s liability for death or personal injury caused by:

12.1.1 the negligence of its employees, agents or subcontractors;

12.1.2 fraud or fraudulent misrepresentation; or

12.1.3 breach of the terms implied by section 13 of the Supply and Services Act 1982 (reasonable care and skill) or any other liability which cannot be limited or excluded by applicable law.

12.2 Under no circumstances shall Intermission Film be liable for any consequential loss whatsoever (including damages for loss of business profits, business interruption or other indirect pecuniary loss of any kind).

12.3 Intermission Film’s entire liability for any direct loss suffered by the Customer, as a result of a breach of these Terms and Conditions shall be limited to the amount actually paid by the Customer in accordance with the Order in question.

13. FORCE MAJEURE

13.1 Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations in respect of an Order if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to, an act of government, war, industrial dispute, strike, breakdown of machinery or equipment, accident, fire, pandemic or by any other cause beyond Intermission Film’s control.

13.2 In the case of a Force majeure, Intermission Film may at its option suspend performance or cancel its obligations regarding an Order without liability for any damage or consequential loss resulting.

13.3 Such a suspension or cancellation will not prevent Intermission Film from being able to recover all sums owing to it in respect of goods delivered and costs incurred up to the date of the suspension or cancellation.

14. ASSIGNMENT

14.1 Neither party may assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions without the other party’s prior written consent.

15. ENTIRE AGREEMENT

15.1 These Terms and Conditions constitute the entire agreement between the parties for an Order and supersede and extinguish all previous agreements, proposals, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 If any provision or part-provision of these Terms and Conditions becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

16. NOTICES

16.1 Any notice given to a party under or in connection with an Order and these Terms and Conditions shall be in writing. Any notice or other communication shall be deemed to have been received as per the date and time of delivery if sent via email, or as per a delivery receipt if received by mail.

17. GOVERNING LAW AND JURISDICTION

17.1 The governing law and jurisdiction applicable in respect of these Terms and Conditions and any Order, will be determined by the territory of the Intermission Film entity where the Order is received.