Terms & Conditions

CFH LONDON LIMITED TERMS AND CONDITIONS OF BUSINESS

INTRODUCTION

You, the client (“you”, “your”), have engaged us, CFH London Limited (“CFH London”, “us”, “our”, “we”) to provide a range of services as a production company to you. We agree that the Services shall be supplied in accordance with these Terms and Conditions of Business (“T&C’s”). The scope of the Services shall be set out in one of more Quotes, on a project-by-project basis and the Quote, together with these T&C’s shall form the entire agreement (“Agreement”). No other terms are applicable unless agreed between us in writing. In the event of a conflict between these T&C’s and the terms in a Quote, the terms in the Quote shall apply.

DEFINTIONS

Unless otherwise stated, the definitions used in this Agreement shall have the meaning as set out in Schedule 1 of these T&C’s.

BOOKING

Before any work can commence, we require written confirmation of your agreement to the budget and proposed schedule and 50% of the budget with VAT added to clear our bank account which is non-refundable. Once this deposit payment clears in CFH London’s bank account or a Purchase Order or similar document has been raised and shared with us, your production is then secured and booked.

PAYMENT

Unless otherwise agreed in a Quote, the standard payment schedule is as follows:

50% payment of the fees set out in the Quote due on project award which is non-refundable.

50% on delivery of the final Deliverables, within thirty (30) days from the date of invoice.

After the invoice due date, a fee of 5% of invoice value will be added to the invoice for every working week until the invoice clears in CFH London bank account.

We shall be entitled to amend any Quote in the event that additional costs are incurred, or likely to be incurred.

All sums due under this Agreement are exclusive of Value Added Tax and any other duty or tax, which shall (if and to the extent applicable) be payable by you at the rate and in the manner from time to time prescribed by law. You shall pay any withholding tax or other similar taxes applicable for the Services or otherwise required by law to be deducted from any payment by you to us in accordance to the Agreement.

PERFORMANCE AND DELIVERY

Any indication given by CFH London of a project’s duration is to be considered by the customer to be an estimation. CFH London will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. In all cases our liability will be limited to the agreed total cost of the project, less any costs incurred by us for any work already done on the project provided such work is within the agreed quote.

Any contract requiring CFH London to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with CFH London, its servants or agents, as necessary. CFH London will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

You shall be solely responsible for ensuring that all information, advice and recommendations given to us either directly or indirectly by you or by your employees, freelancers or agents are accurate, correct and suitable. Acceptance of or use by us of such information, advice or recommendations shall in no way limit your responsibility hereunder, unless we specifically agree in writing to accept responsibility.

POST-PRODUCTION FEEDBACK AND AMENDMENTS

A total of three sets of feedback and amendments are included in the cost of CFH London, unless otherwise specified. This includes delivery of a first rough cut and implementation of first changes, delivery of a second cut and implementation of second changes and a delivery of a third cut and implementation of final changes. After the final changes there can be no further changes to the structure of the video and we will colour grade the video. There will be one round of changes on the grade if required.

If changes extend beyond these three rounds of video changes or one round of colour grading changes, any subsequent revisions or significant re-edits will be charged at our current Post-Production day rate.

SUPPLY OF RAW FOORAGE / ALL FOOTAGE FILMED

Rushes (all filmed footage) are not supplied to the client as standard. Rushes/video files can be supplied for an additional fee of 30% of the final cost of the video project quoted + VAT (plus the cost of a hard drive and postage).

Electronic project files (for editing, motion graphics and other associated audio and visual works) remain the property of CFH London, and copies will be given over to client at the discretion of CFH London. Copies of footage can be requested by clients, but this does not mean that project files will be transferred over by default.

Rushes can be supplied WITH edit project files / edit timelines for a further fee (plus cost of hard drive and postage), which includes the transfer of CFH London’s intellectual property rights on the timeline sequences.

CFH London asserts its full rights as copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project. The copyright of all produced material is solely owned by CFH London and is protected under UK law.
In alignment with UK law, when a client asks or commissions another person or organisation to create a copyright work, the first legal owner of copyright is the person or organisation that created the work and not the commissioner or client, unless otherwise agreed in writing.

CONFIDENTIALITY

All information or materials provided to the other party (or by a third party on their behalf) and all information that you and those working for it or on your behalf may hear, see, or derive in connection with our Services hereunder, which are not the subject of general public knowledge, shall be deemed to be Confidential Information. Each party shall not, during or after this engagement, disclose or use any such Confidential Information without first obtaining the other party’s written authorization. Each party shall, at the other party’s request, require those engaged by a party to sign agreements, in which such persons agree not to use or disclose the Confidential Information.

Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in either party’s possession before receipt; (b) is or becomes a matter of public knowledge through no fault of either party; (c) was rightfully disclosed to either party by a third party without restriction on disclosure; or (d) is developed by either party without use of the Confidential Information as can be shown by documentary evidence. Either party may make disclosures to the extent required by law or court order provided either party makes commercially reasonable efforts to provide the other party with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed the other party to participate in the proceeding.

TERMINATION OF THE AGREEMENT

The client may terminate the contract at any time by written notice of termination, and on settlement of account. When the client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by CFH London unless any other written agreement is reached in advance.

CANCELLATION POLICY

In the event of a cancellation of this contract the following fee policy will apply.
More than 12 days prior to work beginning – 25% of total fees will be due and payable.
Less than 12 days prior to work beginning – 50% of total fees will be due and payable.
Less than 5 days prior to work beginning – 100% of total fees will be due and payable.

LIABILITY AND INDEMNITY

CFH London 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.

You shall indemnify and hold us harmless from and against all claims or proceedings and all loss and damage of any kind, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by us.

PUBLICITY

We may publicise, advertise and market the Deliverables on our website(s), social media site(s), blog(s), in pitches to third parties, in connection with any appropriate industry awards, or in any other manner, as we may in our sole discretion decide, without your prior written consent.

DATA PROTECTION

It is not intended that we process any personal data as part of the Services. However, if the Services do comprise the request to process any personal data then the parties will enter into a separate Data Processing Agreement.

FORCE MAJEURE

In the event of the Services being prevented, delayed, or in any way interfered with by an event of Force majeure we may, at our option, suspend performance of or cancel the Agreement, without liability to you for any resulting damage or loss, such suspension or cancellation being without prejudice to our right to recover all sums owing to us in respect of Services and Deliverables delivered and costs incurred up to and including the date of suspension or cancellation.

GOVERNING LAW AND JURISDICTION

The Agreement or any dispute relating to its subject matter shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.

GENERAL

No variation of the Agreement (including any of the Services or Deliverables to be provided hereunder) shall be valid unless it is in writing and signed by, or on behalf of, a representative of the parties. No employee, freelancer or agent of ours has the power to vary this Agreement orally or in writing, or to make any statement or representation about the Services offered, their fitness for any purpose or any other matter.

A waiver of any right or remedy under the Agreement is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy.

If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

No partnership or joint venture is intended or created by the Agreement and neither party shall have authority to act as agent for, to bind, the other party.

A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

Any notice or other communication required to be given under this Agreement or otherwise in writing may be sent by first class pre-paid post to CFH London, 10 Bedford Street, London WC2E 9HE for the attention of the Managing Director. Any notice sent by first class post shall be deemed received two working days after the date of posting.

All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means. Including but not limited to: the provision of Purchase Order; written or verbal acceptance of a quote; instruction to book out the studio calendar; and processing of the deposit invoice. This document shall be taken as an agreement between the Client and CFH London under UK law.

DEFINITIONS

• “Client Materials” means materials, data, evidence, representations, reports, images and information in any form created or generated by you and supplied by you to us or on your behalf.

• “Confidential Information” means such information as either party may from time to time provide to the other party (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to the Agreement and the Deliverables, and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by a party to the other whether in existence prior to the parties entering into the Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever.

• “Deliverables” means the specific deliverables as set out in the Quote.

• “Force majeure” means any event that is not reasonably insurable including but not limited to any act of government, war, industrial dispute, strikes (of its own or other employees), breakdown of machinery or equipment, accident, fire, inability to obtain supplies and raw materials, or by any other cause beyond our control.

• “Quote” means a quote for Services supplied by us.

• “Services” means the Post-Production and/or Live Action production Services under the Agreement and includes the Deliverables.

• ‘Value Added Tax’ means value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental thereto, and in any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same.

• “Weather Day” means a day on which filming takes place because it has not been possible to complete filming on the scheduled filming days because the weather conditions on all or part of one or more of those days was unsuitable. You shall meet such reasonable additional costs as we incur within 45 days of us providing invoices and receipts for its Weather Day costs in the total sum of such invoices and receipts (together with a mark-up on those costs. Notwithstanding the foregoing, you will not be liable for additional costs as a result of negligent errors and omissions in the compilation of the Weather Day costs.