1. BASIS OF AGREEMENT
1.1 Once a quote is agreed, it shall be incorporated into the Business Proposal which shall be signed by both parties. Once the Business Proposal is signed by both the Client and Panchromatic Media, this creates a legally binding agreement between the Client and Panchromatic Media.
1.2 For the avoidance of doubt, these terms shall apply to and be incorporated into the Agreement.
1.3 If there are any conflicts or inconsistencies between these Terms and the Business Proposal, the terms of the Business Proposal shall apply.
2. COMMENCEMENT AND DURATION
Provided the Client can return the signed Business Proposal by the date specified in the Business Proposal, the Services shall be provided by Panchromatic Media from the date specified in the Production Schedule and shall continue for the Term.
3. CREATIVE CONTROL AND PRODUCTION PROCESS
3.1 The parties agree to meet through calls, online meetings, or physically, from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Video. The Video will be created in accordance with the Business Proposal, including the Key Creative Parameters, provided that the Client shall, in its absolute discretion but with full discussion with Panchromatic Media and giving good faith consideration to Panchromatic Media’s views as a professional and experienced production company, have final editorial and artistic control over the Vide3.2 If the Client is not satisfied with the first draft shall notify Panchromatic Media within the timelines set out in the Production Schedule, providing reasonable and appropriate comments or requesting changes, under the scope of work set out in the Business Proposal. The Costs include up to two rounds of amends, Panchromtic Media will work in line with the Production Schedule to make all necessary changes, in consultation with the Client. Panchromatic Media will then re-submit to the Client the revised materials or replaced materials and the provisions of this clause 3.2 will apply again until the Client has reached the maximum amount of amendments it is entitled to under this clause 3.2 or it has accepted the materials. If Panchromatic Media does not receive notice of acceptance or otherwise within the period provided for in the Production Schedule, the Client will be deemed to have accepted such material.
3.3 The Client shall be responsible for any additional costs reasonably incurred by Panchromatic Media arising from (i) any requests to make any amendments in addition to those provided for in clause 3.2; (ii) work that falls outside the scope of the Business Proposal; (iii) any costs arising from its delay in acting in accordance with the Production Schedule; and (iv) any increases in Costs necessitated as a result of the Client’s requests; Panchromatic Media shall advise the Client that additional costs are likely to be incurred, so far as possible, before they are incurred. Notwithstanding this, Panchromatic Media shall raise an invoice for such costs at any time, and the Client shall be responsible for payment of the invoice within 30 days of receipt.
3.4 In the event of delay in the provision of the Input Materials, Panchromatic Media shall, without limitation to its other rights and remedies under this Agreement be entitled to delay the performance of the Services by a reasonable period. If the Client does not request amendments within 10 Business Days of the making available of the Video to the Client, acceptance of the Video shall be deemed granted, and the Client shall not be entitled to reject or dispute any proper invoice issued in respect of the Costs of the Video.
3.5 All processed creatives will be transferred in one go (no partial deliveries) to the client in jpeg/tiff/MOV format through the “WeTransfer’ portal within 10 days from the final day of the photoshoot. (Time may vary depending on the number of actual files). Please note that we do not provide ‘raw or unprocessed images or source files of the video footage to the client under any circumstances.
3.6 Panchromatic Media holds the copyright on all raw files and can start using the images for their portfolio, print brochures, websites, and other social media engagements after 7 days of delivering the final images to the client. Panchromatic Media is not authorised to sell the images further to any third party or use it as stock images.
4. FEES AND PAYMENT
4.1 Invoices will be generated in accordance with the payment terms set out in the Business Proposal. The Client shall pay each validly issued invoice submitted to it by Panchromatic Media, in full within 30 days of receipt to a bank account nominated in writing by Panchromatic Media.
4.2 Time for payment shall be of the essence of the Agreement.
4.3 The Client shall have no rights of set-off, counterclaim, deduction or any other right to withhold payment due under an invoice for any reason.
5. PUBLICITY AND PROMOTION
5.1 Each party is entitled to publicize the relationship between the parties, and the broad nature of the Services and Deliverables, subject to each such publication being mutually approved in writing by the other party in advance (such approval not to be unreasonably withheld or delayed). In doing so, each party may make reasonable use of the other party’s name and trademarks in the manner approved by the other party.
5.2 Panchromatic Media (and its subcontractors) shall have the non-exclusive, worldwide, irrevocable, royalty-free right and license from delivery of the Deliverables to the Client or use of the Deliverables by the Client (whichever shall be the latter), to use the final Video(s) (or any part thereof) for its own promotional use, including on Panchromatic Media’s website and other Social Media Pages, as part of its showreels and as part of its portfolio of works in internal and client and prospective client presentations.
6. POSTPONEMENT AND TERMINATION
If the Client wishes to postpone the provision of the Services (or any part of them), it must give Panchromatic Media at least 4 weeks’ prior notice. If the Client fails to provide 4 weeks prior written notice, it shall pay all costs in respect of the Services (which shall include without limitation all costs associated with Third Party Materials, crew and personnel costs, where such crew and personnel cannot be reasonably redeployed) up to the value of the Costs stated in the Business Proposal. The parties shall discuss and agree on any reschedule of the Services, timelines (subject to availability), further Costs (if applicable) and on the agreement, Panchromatic Media shall produce a new Production Schedule, which once signed by the parties, shall be deemed to replace the previous Production Schedule. For the avoidance of doubt, where postponement takes place with less than 4 weeks prior written notice, the Client will be liable to pay additional costs for the rescheduled Services. The Client may only postpone the Services once. Thereafter the client must continue with the Services or exercise its rights to terminate as set out below. Panchromatic Media may postpone the Services by up to 4 weeks on notice to the Client, without being in breach of this Agreement.
7. LOSS/DAMAGE COST
In case of any kind of damage or loss of the equipment, such as cameras and accessories, microphones (especially wires), lights, etc. by the client on the shoot day, they will be liable to pay the full cost of the damaged equipment with their final invoice. if the damage is done by a third party, such as actors, then the breakage clause will apply to them.
8. ARCHIVING
As part of the Services and in consideration of the Costs being paid, Panchromatic Media shall store the final Video and the Edit Files in its archives for 6 months after the earlier of (a) acceptance or deemed acceptance of the Deliverables; (b) termination; or (c) expiry of the Agreement (“Initial Archive Period”). In the event the Client requests the final Edit Files are destroyed it shall provide Panchromatic Media no less than 2 months’ notice at any time before the end of the Initial Archive Period and pay Panchromatic Media a fee for the destruction of the Edit Files.
9. NOTICES
Any notice or other communication was given to a party under or in connection with the Agreement shall be in writing and shall be sent by e-mail to its main e-mail address.
