Rightlane Production Terms & Conditions
TERMS AND CONDITIONS OF COMMISSIONING, USAGE AND REPRODUCTION OF MATERIAL FROM RIGHTLANE PRODUCTIONS LTD / INC.
1. Definitions & General Terms
In these Terms and Conditions the words ‘RLP’ ‘Rightlane’, ‘Rightlane Media Production’, ‘Rightlane Media’, ‘we’, ‘us’, ‘our’ and ‘ours’ refers to Rightlane Productions Limited & Rightlane Productions Inc are both UK & US registered limited & Inc companies. The words ‘client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organization acting on their behalf.
‘The Client’ is the person or organisation to whom the invoices is addressed (whether or not the Client is action for a third party).
These Terms and Conditions apply to all video, media, production and associated audio product created by Rightlane Productions, including all moving and still images and sound recordings of whatever form.
‘Picture’ includes a photograph, transparency, negative, digital scan, design, artwork, painting, montage drawing, engraving or any other item which may be offered for the purposes of reproduction.
‘Reproduction’ includes any form of publication or copying of the whole or part of any picture and whether or not altered by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means
(a) This Agreement shall be subject to and constructed according to English & American Law and the parties agree to accept the exclusive direction of the courts of England and USA.
(b) No variation of terms and conditions set out herein shall be effective unless agreed in writing by both parties.
2. Pre-production requirements
It is the Clients responsibility to obtain all necessary permissions including but not limited to performances, branding, trademarked goods and logos, use of intellectual property, imagery, sound recordings and any other copyrighted material which will form part of the final production.
No liability will be accepted by Rightlane Productions for any delays or failure to deliver the agreed product, if caused by any element which is the Clients responsibility.
Where copyright material is provided by the client for incorporation into a Rightlane Productions media product, permission must be obtained from the original copyright owner/material provider.
The client undertakes to indemnify Rightlane Productions against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.
A full production brief must be signed off by the Client before production work can begin. If there is a delay of more than 90 days Rightlane Productions, has the right to terminate all proceedings with the client.
3. Production and Post-production
All works undertaken will be as per Rightlane Productions written quotation based upon the agreed production brief. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming/creating/working will be charged at our current daily rates.
Clear access for video and sound capture shall be arranged by the Client. If filming venues are be organised by the Client, it is the Clients responsibility to ensure that our production crew and supporting personnel have clear access to all relevant locations required throughout the day. Delays in the production process as a result of inadequate access or facilities, may incur additional charges. Rightlane Productions takes health and safety matters seriously and we reserve the right in all instances to remove any of our personnel and / or equipment from a location if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behavior. In such circumstances the Client will be fully liable for any and all costs incurred or subsequently arising as a result. Rightlane Productions will observe the site safety rules at all times and will liaise with the appropriate Responsible Person(s) named in the production brief.
Rightlane Productions carries a Public Liability Insurance cover of £100,000. A copy of our insurance certificate can be provided on receipt of a request to our offices. Extended or upgraded specific project insurance cover can be provided if required upon request, provided it is agreed at the time of booking and included in the production brief.
5. Adverse weather conditions
In the event of inclement weather, which in our opinion would pose a risk to health and safety of our personnel or equipment or has the potential to prevent successful video or audio capture, we reserve the right to change the date or time of filming to a more suitable date or time.
6. Client Delays
In the event of filming being delayed or aborted due to the Client’s failure to adhere to the agreed dates, times, access, facilities, organisation or any other matter specified in the production brief, we reserve the right to reschedule the affected days of filming and to charge for any additional costs which arise. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming/creation day(s).
7. Changes to the filming schedule
In the event of the Client wishing to change or cancel the filming date we require a minimum of 6 weeks’ notice. Failure to comply will result in the Client becoming 100% liable for all costs associated with the originally scheduled dates.
8. Equipment substitution
In the event that Rightlane Productions experiences equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel, so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.
9. Approval / amendments of draft footage
Under normal circumstances one ‘first cut’ edit will be available for the Client for review and comment. Three sets of revisions or amendments will be incorporated within the agreed project cost provided that any revisions or amendments fall within the original agreed brief. Our video editing and production facility is available for client viewing and review, and all clients are encouraged to give feedback on each set of revised notes, up to the total number of 3 sets of notes. Subsequent revisions exceeding 3 sets of notes or significant re-edits will be charged at a rate of £900 per day or part thereof.
(a) Rightlane Productions LTD & INC will edit every take and deliver what it considers to be the best of every situation covered. As a result, contact sheets (or their digital equivalent) will only be supplied to the client in exceptional circumstances.
(b) Unless a rejection fee has been agreed in advance, there is no right to reject on the basic of style, composition or editing.
10. Project duration and delivery
Any indication given by Rightlane Productions of a design project’s duration is to be considered by the customer to be an estimation. Rightlane Productions 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 production brief. Rightlane Productions will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous or non-delivery of the product.
Rightlane Productions will seek prior approval from the owner of the content for use of content on any of our distribution networks. Once approval is given we have the right to share content for promotional purposes. The Client also retains the copyright of all content produced by Rightlane Productions and it cannot be used or reproduced for other projects unless written consent is obtained. Rightlane Productions will also provide the Client with the raw data and studio source files for videos, should either party cease the agreement. Rightlane Productions takes full ownership of footage that is sourced on behalf of the client. The client is however liable if the client provides Rightlane Productions footage sourced illegally or non royalty free for projects.
In the case of printed publications, three copies of the relevant pages containing any picture supplied are to be furnished on request to Rightlane Productions LTD $ INC free of charge within two weeks of the publication date. In other media, evidence of use must be made available if requested.
12. Usage license – rights to the use of project content
Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies Rightlane Productions against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material.
We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes once approved by the sole owner of the content.
Provided that all monies due to us from the Client have even received as cleared funds in our bank account, and provided that the Client is not in breach of any contained in these Terms and Conditions, the Client is granted a perpetual usage license relating to the video material in its delivered form.
We retain the right to use any of our copyright material for any legal purpose, including its use within projects for other clients unless (a) we have granted an exclusive license to any Client or (b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client once we receive approval from the owner of the content to use the content.
(a) The entire copyright in the picture is retained by Rightlane Productions LTD & INC at all times throughout the world.
(b) Rightlane Productions LTD & INC supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Rightlane Productions LTD’s & INC grant of reproduction rights in respect thereof.
(c) Rightlane Productions LTD & INC asserts both its moral right to be identified as the author of its work and the right to a credit asserted in accordance with sections 77 and 78 copyright, Designs and Patents Act 1988.
(d) Unless otherwise agreed in writing if any picture reproduced by the Client omits the copyright notice or credit line specified by Rightlane Productions LTD & INC any fee payable by the Client shall be subject to an increase specified by Rightlane Productions LTD & INC, and in any event an increase of not less than 25%
(e) Rightlane Productions LTD & INC takes all reasonable care in the performance of this agreement generally; it shall not be liable for any loss or damage suffered by the Client of by any third party arising from use or reproduction of any picture or its caption.
(f) The Client agrees to indemnify Rightlane Productions LTD & INC in respect of any claims or damages or any costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by Rightlane Productions LTD & INC.
(g) It is the Client who must satisfy himself/herself that all necessary rights, models releases or consents which may be required for reproduction, are obtained and it is acknowledged that Rightlane Productions LTD & INC gives no warranty or undertaking that such rights, model releases or consents have or will be obtained whether in relation to the use of names, people, trademarks, registered or copyright designs or works of art depicted in any picture. In the event that the picture issued or reproduced by or with the authority of the Client then the Client shall indemnify Rightlane Productions LTD & INC against any loss or damage, proceedings or costs where such rights, releases or consents have not been obtained.
13. Reproduction rights
(a) Reproduction rights (if and when granted) are strictly limited to the use and period of time specified on Rightlane Productions LTD & INC invoice, unless no period of time is specified in which case a perpetual licence will be deemed to have been granted to the original Commissioning Client only. An agreement must be reached with Rightlane Productions LTD & INC before the pictures are used for a different purpose or after the license to use has expired.
(b) Reproduction rights are not issued exclusively to the Client except when specified on the invoice.
(c) Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to the Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights.
(d) Any reproduction rights granted are by way of licence and no partial or other assignment of copyright shall be implied.
(e) Rightlane Productions LTD & INC reserves the right to refuse to supply or grant a reproduction license to a third party when requested to do so by the Client.
The following terms are used when describing the reproduction rights granted by Rightlane Productions LTD & INC to the Client:
(a) Internal Use only: The right to use the pictures only within a company for non-commercial purposes; publication in a free in-house magazine not normally available to the public; exhibition within the Client’s premises; editorial use in the Client’s intranet site.
(b) PR and Press distribution: The right to use the pictures are described in 4(a); plus a license for third parties to reproduce such pictures in print or electronic media in an editorial context where no fee has been paid to guarantee publication.
(c) Specified Use Only: The right to use the pictures once only for the purpose as described on the invoice.
(d) Editorial: One reproduction only of pictures supplied within one print edition of the specified title in an editorial context only.
Our payment terms for monthly contracts are strictly payment on the 3rd & last working day of the month. Invoices will be sent to the client 7 days before payment is due and in the event of an order being confirmed the Client accepts these terms.
Payment should normally be made by BACS, and payment details will be supplied with our invoice.
Our terms are strictly net 14 (two weeks) or Net 30 (four weeks) unless agreed in advance and in writing.
We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998. E & OE.
We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Rightlane Productions reserves the right to withhold delivery and any granting or continuation of usage of license of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use our copyright material under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.
(a) Once the Client has made a booking for a specific time and date, Rightlane Productions LTD & INC will commit resources to the job and will not accept any other work which would involve the use of those resources from other clients for those times and dates.
(b) As a result, once a booking is made, if it is subsequently cancelled, a cancellation fee will be charged to the client according to the following schedule. When a client cancels a booking within three weeks of any confirmed date, a fee of 50% of the booked time rate will be charged. When a client cancels photography within one weeks of any confirmed date, a fee of 100% of the booked time rate will be charged. In addition to these cancellation fees and in all cases, the client will be charged for any expenses already incurred by Rightlane Productions LTD & INC.
(c) Until Rightlane Productions LTD & INC has invoiced the reproduction fee neither party is committed to grant or acquire any reproduction rights in any picture. After a fee has been agreed and an invoice issued there is a firm and binding contract whereby Rightlane Productions LTD & INC is committed to grant reproduction rights and the Client to acquire them. If after such invoicing but before payment the Client requests cancellation of the reproduction rights Rightlane Productions LTD & INC may in its discretion cancel subject to the Client paying a cancellation fee equal to 100% of the booked time fee plus any expenses already incurred by Rightlane Productions LTD & INC.
(d) The Client’s right to reproduce a picture arises only when our invoice relating to the grant of such right is fully paid (including interest charges levied on late payment of the invoice or invoices). Any reproduction before payment of the invoice constitutes an infringement of rights and a breach of this Agreement entitling Rightlane Productions LTD & INC to rescind the Agreement and rendering the Client liable for the payment of damages.
(e) If payment is not made in accordance with (a) above then Rightlane Productions LTD & INC may rescind this Agreement and recover damages, or, at its option, may exercise its statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998.
(f) If any invoice issued to the Client is not paid by the Due Date, then all unpaid invocies issued to the Client become due of immediate effect, even if it is less than 30 days from the issue date, and that Rightlane Productions LTD & INC may consider these invoices as overdue when pursuing action for the recovery of said debts.
(g) A fee of £100 (excluding VAT) will be made for each account reminder, duplicate invoice, or any other paperwork, correspondence or phone calls involved with the pursual of a debt. This fee is non-refundable, and represents the additional time spent pursuing overdue invoices.
(h) Rightlane Productions LTD & INC reserves the right to suspend any ongoing services once any invoice issued to a Client becomes overdue, and also reserves the right to inform the reason of this to third parties to who this suspension of services affects.
On the Clients death or bankruptcy or (if the Client is a company) in the event of a Resolution, Petition or Order for winding up being made against it, or if a Receiver is appointed, Rightlane Productions LTD & INC may at any time thereafter inspect any records, accounts and books relating to the reproduction of its pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.