1.          Validity and acceptance of these terms and conditions

1.1            Jen Spence Production Limited is a private limited company incorporated and registered in England and Wales with company number 13871119, whose registered office is at Studio 102, Castleton Mill, Castleton Close, Leeds, LS12 2DS (JSP).

1.2            These terms and conditions (these Terms), together with the Quote and your Order (both as defined below) constitute a binding legal agreement (the Contract) between JSP and you or the legal entity that you represent (the Client) for the provision of the Services (as defined below).

2.          Definitions and Interpretation

2.1            In these Terms, the following definitions and rules of interpretation apply:

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Deliverables: the end production, campaign, event, stills and/or video to be provided by JSP to the Client through provision of the Services, as set out in the Quote or as otherwise agreed in writing between the parties.

Deposit: the deposit amount payable to JSP by the Client, as specified in the Quote.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client's order for the supply of Services, as set out in the Client's purchase order form or the Client’s written acceptance of the Quote, as the case may be.

Quote: the document issued to the Client by JSP (whether called a “Quote”, “Scope of Work, “SOW” or otherwise) which sets out JSP’s quotation for provision of the Services to the Client.

Services: the creative and/or any other professional services, including the Deliverables, to be supplied by JSP under the Contract as set out in the Quote.

2.2            Interpretation:

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

(b)         A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(c)         Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(d)         A reference to writing or written includes email.

3.          The Contract

3.1            Following discussions with the Client about the Services and Deliverables that the Client wishes JSP to provide, JSP may issue a Quote which shall be effective from its date of issue for 30 days (or such other period of time set out in the Quote). If not accepted by the Client within the relevant period of time, the Quote shall automatically lapse and be of no effect.

3.2            Quotes issued by JSP and Orders issued by the Client are not legally binding upon either party. A Contract shall take effect and become legally binding on the parties only when JSP issues written acceptance of an Order or acts in any manner which is consistent with fulfilling that Order.

3.3            If the Client wishes to modify any of the Services following commencement of the Contract, such modification can only take place if the parties are able to agree in writing any adjustment to the sums payable to JSP as a result of such modification. Any such modification shall also be subject to clause 15.7 of these Terms.

3.4            These Terms apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.5            The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of JSP that is inconsistent with these Terms.

4.          Supply of Services

4.1            Before delivery of the Services can commence:

(a)         JSP requires the Client to provide a signed Order;

(b)         the Client shall pay any Deposit required by JSP at least 14 days prior to the date on which the Services are due to commence. If there is less than 14 days between the Client receiving JSP’s invoice and the date on which the Services are due to commence, the Client shall pay the Deposit immediately upon receipt of JSP's invoice; and

(c)         the Client’s requirements must be clearly provided to JSP in the form of a written brief at least:

(i)          48 hours prior to commencement of Services that include up to 1 day of filming;

(ii)         72 hours prior to commencement of Services that include between 1 and 2 days of filming; or

(iii)        96 hours prior to commencement of Services that include 3 or more days of filming.

4.2            JSP shall provide the Services to the Client in accordance with the description set out in the Quote (and confirmed in the Order) in all material respects.

4.3            JSP shall use reasonable endeavours to meet any performance dates for the Services specified in the Quote, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

4.4            JSP warrants to the Client that the Services will be provided using reasonable care and skill.

4.5            JSP reserves the right to refuse to use, publish or broadcast any information or material it considers obscene or morally unsuitable or which would breach the Intellectual Property Rights of a third party or which is libellous, defamatory, or illegal. In such circumstances, JSP will notify the Client of the affected information or material and give the Client an opportunity to amend that information or material. If the Client can show good reason to use the affected information or material, its inclusion may be considered.

4.6            Where a Contract requires JSP to produce certain Deliverables prior to filming (including but not limited to creative concepts, storyboards, set building and logistical planning), such pre-production activity and the fees relating to that will be set out in the Quote.

4.7            In relation to the production element of the Services, a standard filming day is 8 hours of crew time on-set or at location (including a 45-minute lunch break but excluding travel time). Any additional time required on a filming day may be subject to additional fees.

4.8            Filming and stills standards, format and resolutions will be agreed between the parties in relation to each Contract.

4.9            In relation to post-production activities:

(a)         following delivery of the final master video or still to the Client, any technical issues encountered in the video or still will be corrected free of charge by JSP;

(b)         JSP reserves the right to quote and charge accordingly for any ongoing and additional post-production services provided outside the scope of the agreed Contract. This may include additional requests of the Client that were not detailed in writing (email or brief) prior to production commencing;

(c)         once complete video or still sign-off has been received from the Client in writing and a final master file delivered, any changes to the video or still required beyond that point will be subject to a retouching, re-mastering or edit fee. This is to cover the costs of making minor amends, reexporting the files and processing, or retouching, exporting and electronic delivery. The fee will be agreed between the parties prior to JSP making any amendments, in-line with JSP’s then current rate card;

(d)         final video and still Deliverables will be delivered to the Client electronically via Dropbox, WeTransfer or similar. If a Clients request delivery via hard drive or courier, associated postage and courier costs along with hard drive purchase will be payable by the Client.

5.          Client obligations

5.1            The Client shall:

(a)         ensure that the terms of the Order and any information it provides to JSP in respect of the Services are complete and accurate;

(b)         co-operate with JSP in all matters relating to the Services;

(c)         provide JSP, its employees, agents, consultants and subcontractors, with such access to the Client's personnel and systems as is reasonably required by JSP to provide the Services;

(d)         provide JSP in a timely manner with such information, materials, input and approvals as JSP may reasonably require in order to supply the Services, and ensure that such information and materials are complete and accurate in all material respects; and

(e)         comply with all Applicable Laws relating to the Services.

5.2            If JSP's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a)         without limiting or affecting any other right or remedy available to it, JSP shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays JSP's performance of any of its obligations;

(b)         JSP shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from JSP's failure or delay to perform any of its obligations as set out in this clause 5.2; and

(c)         the Client shall reimburse JSP on written demand for any costs or losses sustained or incurred by JSP arising directly or indirectly from the Client Default and/or be liable for any additional charges issued by JSP in relation to additional work that JSP is required to undertake as a result of the Client’s default.

6.          Illness, Injuries and Preventions

6.1            If a member of the JSP crew is injured during provision of the Services, and filming is unable to continue without them, the following will take place:

(a)         if that member is injured through the fault of another member of the JSP crew or a member of the public: JSP will reschedule the Services free of charge, but the Client will pay JSP for any external costs incurred; or

(b)         if that member is injured through the fault of the Client: the Client shall be liable to pay the full cost of rescheduling the Services, including all external costs.

6.2            If a member of the JSP crew is prevented from arriving at the location at which the Services are being provided due to something out of the reasonable control of that person or JSP (e.g., heavy traffic, car accident, weather restrictions etc), JSP will use all reasonable endeavours to reschedule the provision of the Services at minimal cost to the Client. Any external costs already paid but unable to be moved or refunded (e.g., studio rental, kit hire, additional resource), will be paid by the Client.

7.          Fees and payment

7.1            The fees payable by the Client for the Services and Deliverables shall be as set out in the Quote, or as otherwise agreed in writing between the parties.

7.2            In addition to those fees, the following shall be payable by the Client monthly in arrears, following submission by JSP of an appropriate invoice, receipts and any other appropriate supporting documentation:

(a)         the costs of postage, overseas telephone charges, disc or tape duplications, creation of audio and video streaming files, hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals engaged by JSP in connection with the Services; and

(b)         the cost to JSP of any materials or services procured by JSP from third parties for the provision of the Services, as such items and their costs are set out in the Quote or are approved by the Client from time to time.

7.3            Unless the parties agree otherwise (whether in the Quote or otherwise in writing), JSP shall invoice the Client for the balance of the fees payable for provision of the Services (i.e. excluding any Deposit already paid by the Client in accordance with clause 4.1(b)) upon completion of the Services and delivery of the Deliverables.

7.4            Each undisputed invoice issued under this clause 7 by JSP shall be payable in full by the Client within 30 days of receiving that invoice, with payment to be made to a bank account nominated in writing by JSP.

7.5            All amounts payable by the Client under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by JSP to the Client, the Client shall, on receipt of a valid VAT invoice from JSP, pay to JSP such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

7.6            If the Client fails to make any payment due to JSP under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. This clause shall not apply to payments that the Client disputes in good faith.

8.          Intellectual property rights

8.1            Unless agreed otherwise by the parties in the Quote or otherwise in writing, the provisions of this clause 8 shall apply to Intellectual Property Rights relating to the Services and Deliverables.

8.2            All Intellectual Property Rights in or arising out of or in connection with the Services, including without limitation Deliverables or any RAW assets, but excluding Intellectual Property Rights in any materials provided by the Client, shall be owned by JSP.

8.3            JSP grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to use and exploit the Deliverables (excluding materials provided by the Client) in its business, subject to the following conditions:

(a)         the content of those Deliverables has been approved in writing by both parties as complete and satisfactory;

(b)         the Client has paid JSP’s fees and costs under the Contract in full;

(c)         the Deliverables may be used for the following permitted commercial purposes:

(i)          video, broadcast, theatrical;

(ii)         advertising, promotion and industry or company communications; and

(iii)        as part of a commercial website for promotional or other communication purposes;

(d)         the Deliverables may only be used in accordance with any usage rights set out in the Quote or otherwise agreed in writing between the parties. Any changes in the final platform or channels in which the Deliverables can be used must be agreed with JSP in writing and may incur additional costs; and

(e)         the Client may not resell, relicense or redistribute the Deliverables without express written permission from JSP. Use of the Deliverables (or any part of them) as a derivative work, or reselling or redistributing such derivative work is strictly prohibited. Media may not be used in a pornographic, obscene, illegal, immoral, libellous or defamatory manner. Media may not be incorporated into trade marks, logos, or service marks.

8.4            The Client grants JSP a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.

8.5            Electronic project files (for editing, retouch, motion graphics and other associated audio and visual works) shall at all times remain the property of JSP, and copies will be given over to the Client at JSP’s discretion. Copies of footage can be requested by the Client, but this does not mean that the project files will be transferred over by default.

8.6            The Client acknowledges and accepts that JSP does not supply rushes or TIFFS (i.e. all RAW filmed video and stills) to the Client as standard. At the Client’s request, JSP can supply rushes or TIFFS to the Client for an additional fee equal to 50% of the total sums payable by the Client under the Contract, excluding VAT (plus the cost of a hard drive and postage), unless the parties agree otherwise in writing.

9.          Usage of the Deliverables by JSP

9.1            JSP reserves the right to use any and all footage and content created through the Services in perpetuity and in any medium for marketing and promotional purposes, including without limitation any RAW/TIFF files, or final video and still content. Such marketing and promotional purposes include, but are not limited to, JSP’s website, social media channels, Vimeo account and public business presentations.

9.2            Where JSP has worked as a production partner for the Client or an agency, JSP will give credit to Client or the lead agency and the role which JSP undertook as part of this partnership on the relevant project will be specified.

9.3            When producing marketing and portfolio content, JSP will never deface the video or add elements which could affect the Client’s image. However, on rare occasions JSP may re-edit the final video or still based on style, flow and music.

9.4            JSP also retains the right to adapt the final video or still assets for JSP’s showreels and portfolio content, unless otherwise agreed in writing with the Client.

9.5            Once the Client publishes the final/master video or still campaign into the public domain then, unless the Client expressly requires otherwise in writing, any talent that feature in the Deliverables (including voiceover artists, models, influencers, contributors, actors and presenters) may use and publicise their appearance in the Deliverables for the purpose of the talent’s own showreel and marketing use.

10.        Confidentiality

10.1         Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

10.2         Each party may disclose the other party's confidential information:

(a)         to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

(b)         as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3         No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.4         This clause 10 shall survive termination of the Contract.

11.        Data Protection

11.1         Each party will comply with all applicable laws in relation to the processing of any personal data by JSP on behalf of the Client in providing the Services.

12.        Limitation of Liability

12.1         The Client acknowledges and agrees that:

(a)         except as expressly and specifically provided in the Contract 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 the Contract; and

(b)         JSP cannot be held liable to any party for any errors on any medium after the Client has agreed in writing that the content is correct and accurate and should be posted, published, or broadcast.

12.2         Neither party may benefit from the limitations and exclusions set out in this  clause 12 in respect of any liability arising from its deliberate default.

12.3         Nothing in the Contract limits or excludes any liability which cannot legally be limited or excluded, including liability for:

(a)         death or personal injury caused by negligence;

(b)         fraud or fraudulent misrepresentation; or

(c)         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

12.4         Subject to clauses 12.2 and 12.3:

(a)         neither party shall be liable for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

(b)         JSP’s total liability to the Client (whether in contract, tort, including negligence or otherwise) arising under or in connection with the Contract shall be limited to 100% of all amounts paid by the Client under the Contract in the period of 12 months prior to the date on which the relevant claim first arose.

13.        Termination

13.1         Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

(a)         commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;

(b)         repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

(c)         takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(d)         suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business.

13.2         If the Client cancels or terminates all or part of a Contract other than in accordance with clause 13.1 above, the Client shall pay the following to JSP on demand:

(a)         where the Client provides notice of such cancellation or termination 48 hours or more before commencement of the Services, any irrecoverable costs or expenses that JSP incurs as a result of such cancellation or termination;

(b)         where the Client provides notice of such cancellation or termination less than 48 hours before commencement of the Services, a cancellation fee of 50% of the total fees payable to JSP under the Contract (minus any Deposit already paid by the Client); or

(c)         where the Client provides notice of such cancellation or termination after commencement of the Services has begun, a cancellation fee of 100% of the total fees payable to JSP under the Contract (minus any Deposit already paid by the Client).

13.3         Without affecting any other right or remedy available to it, JSP may terminate the Contract with immediate effect by giving written notice to the Client where:

(a)         the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

(b)         the reputation of JSP or anyone connected with JSP would be adversely affected as a result of continuing with the Contract or the conduct of the Client.

13.4         On termination of the Contract, the Client shall immediately pay to JSP all of JSP's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, JSP shall submit an invoice, which shall be payable by the Client immediately on receipt.

13.5         Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

13.6         Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14.        Force majeure

14.1         Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly.

15.        General

15.1         Assignment and other dealings. JSP may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Client may not assign, transfer, subcontract or otherwise deal in any other manner with all or any of its rights or obligations under the Contract without JSP’s prior written consent.

15.2         Notices.

(a)         Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)          delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii)         sent by email to the email address notified by the other party.

(b)         Any notice shall be deemed to have been received:

(i)          if delivered by hand, at the time the notice is left at the proper address;

(ii)         if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii)        if sent by email, at the time of transmission.

(c)         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.3         Severance. If any provision or part-provision of the Contract is or 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 the Contract.

15.4         Waiver.  A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.5         No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

15.6         Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.7         Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Client.

15.8         Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

15.9         Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).