In these Terms, unless the context otherwise requires:
- Company means Nicholas Swinglehurst operating under the name of Scale Productions Limited, company number 10143773 in England and Wales, registered at 71-75 Shelton Street, London WC2H 9JQ.
- Client means the agency, corporation, or other group, who is engaging the Services of the Company for the purposes of the fulfilling the Contract.
- Services mean the work performed by the Company required to satisfy the obligations and deliver the End Product for the Client, as specified in the Contract.
- Contract means the agreement between the Company and the Client for the purchase of the Services as negotiated either in person, verbally or in writing. (For the purposes of these Terms, in writing includes by email, SMS, or any other text-based communication.)
- End Product means the deliverables as specified in writing in advance by the Client, in the form of any or all of the following: (1) a complete, edited sequence signed off by the Client in the agreed software environment (Media Composer, Premiere); (2) digital files provided in a format (MP4, MXF, ProRes) and a medium (hard drive, Dropbox, Vimeo) specified by the Client; (3) any other form specified by the Client.
- Date of contract shall be the date by which both parties have accepted the Contract.
- Contract Period shall be the period of dates to which these Terms apply, from the date of acceptance of the Contract to the final delivery of the End Product to the Client’s satisfaction, at which point the Company’s obligations are complete. The Client’s obligations shall be complete once full payment is received by the Company.
- Working Period shall be the period within the Contract Period for which the Services of the Company have been engaged to fulfil the obligations specified in the Contract.
- Price means the price of Services, such as the daily rate for the Editor, or for hire of equipment, hardware or software, as agreed between the Client and the Company on or before the date of the acceptance.
- Person includes a corporation, association, firm, company, partnership or individual.
The Client may request a Quotation from the Company setting out a Price and specification for delivery of the End Product. If the Quotation is acceptable to the Client, the Client may place an order within one calendar month of the communication of the Quotation. After this time, it is at the discretion of the Company whether a new Quotation will be required.
If any instruction is received by the Company from the Client for the supply of Services, it shall constitute acceptance of the Terms contained herein. Upon acceptance of these Terms by the Client, the Terms are definitive and binding, unless revised by mutual agreement between the Company and the Client.
4. Terms and Conditions
These Terms and any subsequent Terms issued by the Company shall apply to all orders for the Services made by the Client after the date and time at which these Terms are first communicated or otherwise brought to the notice of any employee, staff member or representative of the Client. It shall be the Client’s responsibility to ensure that these Terms are promptly brought to the attention of the appropriate staff of the Client, and accordingly any order made by the Client after the date and time described above in this clause shall be deemed to be an acceptance of these Terms. Any variation to these Terms shall be agreed between the Client and the Company in writing before or after the Date of contract and prior to the issue of invoices by the Company.
- The Price shall be as indicated in writing on or before the date of acceptance, and subsequently on invoices provided by the Company to the Client in respect of products and/or services supplied.
- Any changes in Price occurring after the date of acceptance and before the issuing of invoices shall be notified by the Company to the Client in writing or verbally in a timely manner.
- The Client agrees that the cost Price shall be determined by the Company, and shall take into consideration “one-off” costs such as physical media, software licences, hardware leases and stock licensing. The Company will notify the Client of any such costs in writing in a timely manner.
- In the case of Services purchased pro rata (i.e. at an hourly, daily or weekly rate) unlimited changes and feedback will be accommodated within the Contract Period.
- In the case of Services purchased at a flat fee, rather than pro rata, the Company provides for two rounds of feedback after initial delivery. These rounds of feedback provisionally represent (1) Initial Feedback being collated and given to the Company by the first point of contact of the Client, being the Director, Producer, Series Producer or other representative of the Client, and then (2) Client Feedback in the interests of any third party, commissioner, agency, broadcaster or any other interested party. The End Product shall be the final deliverables generated after the final changes enacted from these two rounds of feedback have been addressed. Beyond this, the Company retains at its discretion the right to implement a surcharge for successive rounds of changes after the two included rounds of feedback, or for any changes or additions to previously agreed specifications after final delivery.
- The timeframe for delivery of Services shall be agreed between the Client and the Company prior to commencement of work, and this timeframe shall remain flexible throughout the Contract according to the requirements of the Contract, within certain constraints and with reasonable notice, by mutual discussion and agreement between the Client and the Company.
6. Payment, Late Payment, Default of Payment and Consequences of Default of Payment
- The method of payment will solely be online direct bank transfer according to the payment information supplied on invoices supplied by the Company. Any other forms of payment must be agreed to in advance between the Client and the Company, and may incur a surcharge as specified in the payment information.
- Subject to any provision to the contrary in the Contract, payment shall be received on or before the date one calendar month following the date of the Company’s invoice to the Client, which shall be issued promptly on or after delivery of Services.
- Without prejudice to any other remedies the Company may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Services to the Client and any of its other obligations under these terms. The Company will not be liable to the Client for any loss or damage the Client suffers because the Company exercised its rights under this clause.
- In the event that:
- any money payable to the Company becomes overdue; or
- in the Company’s opinion the Client will be unable to meet its payments as they fall due; or
- the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client
then, without prejudice to the Company’s other remedies at law,
- the Company shall be entitled to cancel all or any part of any order of the Client that remains unperformed in addition to, and without prejudice to any other remedies; and
- all amounts owing to the Company shall, whether or not due for payment, immediately become payable.
- If all or part of the amount payable becomes more than 60 (sixty) days overdue, then
- the Company reserves the right to pursue any available means to secure the amount payable, including but not limited to debt collection and legal proceedings, and the Client shall become liable for any administration fees, service charges, legal costs or other related charges incurred as a result of undertaking such means; and
- interest will accrue at the rate of 20% per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by the Company, but without prejudice to the Company’s other rights or remedies in respect of the Client’s default in failing to make payment on the due date.
7. Governing laws
These Terms will be interpreted in accordance with applicable government legislation, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
8. Dispute resolution
The Company will endeavour to resolve any dispute between the Client and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
9. Reservation of title
Ownership and title of the End Product of the contracted Services remains with the Company until the purchased price and all other monies owing by the Client, under the contract or any other contract to The Company, have been paid in full.
The Company warrants that it will repair or make good any defects in the End Product of the contracted Services, if written notice of the claim is received by the Company within seven (7) days from the date the End Product were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective End Product is made by any person not authorised by the Company, or if the defective End Product have been modified or incorrectly stored, converted, altered, transmitted or otherwise misused, or if the specifications previously provided by the Client were incorrect, inaccurate or incomplete. If the Company elects to repair or replace any defective End Product, such work shall be undertaken at such place and time as the Company may reasonably specify and the Client shall be responsible at its cost and risk for supply of replacement End Product in the format and media specified previously.
The Company shall not be liable for any loss of any kind whatsoever suffered by the Client as a result of any breach of any of the Company’s obligations under the contract, including any cancellation of the contract or any negligence on the part of the Company, its servants, agents or contractors, nor shall the Company be liable for any loss, damage or injury caused to the Client’s servants, agents, contractors, clients, visitors, tenants, trespassers or other persons. The Client shall indemnify the Company against any claim by any such person.
Terms updated August 2020.