NM Media Ltd T/A VisualX Terms of Business
The following terms of business apply to all projects carried out, unless specific exclusions or exceptions are given in writing, and set out the contractual relationship between you, the Client being supplied a service or product
Herein referred to as ‘Client’
AND
NM Media Ltd trading as VisualX
Registered at 36 Bradenstoke, Nr Chippenham, Wiltshire, SN15 4EX
Herein referred to as VisualX
VisualX specialises in the creation of digital media in relation to the sale and marketing of commercial and residential real estate. Client requests to engage VisualX, on an independent contractor basis, to render and arrange for the carrying out of a production (the "Video"), and / or other marketing and promotional activities listed, in accordance with the terms and conditions of this Agreement;
1. What VisualX will do
1.1 VisualX will discuss the request with Client, to determine the following:
1.1.1 The particulars of the media required (i.e. video material, photographs etc) (the “Works”);
1.1.2 The particulars (including the full address) of the property, properties, or location for which the media will focus (the “Location”);
and
1.1.3 The time period by which Client would like this media created and produced (the “Timeframe”)
Once agreed, this will constitute the “Instructions”
1.2 Once the Instructions are agreed, VisualX will provide Client with a quote, setting out the fees (the “Fee”)for fulfilling the Instructions in accordance with these terms of business. All quotations will expire 30 days after the issue date. All prices quoted may be subject to change after this period.
1.3 Once the Fee is agreed, VisualX will arrange an appointment to attend the Location (the “Appointment”) for sufficient time to create the Works. During the Appointment, VisualX will apply the necessary technical knowledge, and capture sufficient photographs and video footage in order to provide you with the Works.
1.4 VisualX shall use reasonable endeavours at all times to devote the time, attention and skill necessary for the proper performance of their obligations under these terms and in order to comply with the Instructions.Client acknowledges and agrees that in entering into these terms you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently orinnocently made) by VisualX other than as expressly set out in these terms as a warranty or representation.
1.5 Following the Appointment VisualX will aim to send Client a first draft of the video, of the length and structure agreed in the Instructions, the agreed number of photographs, or other agreed deliverables (the “Proofs”) within the agreed Timeframe.
1.6 As part of the Instructions VisualX will apply one (1) large revision to the works (defined as one full video re-edit, [by means of changing music track or changing more than 50% of footage used in the video edit], or re-editing 50% of all photographs, or complete re-edit of other agreed deliverables) (“Large Revision”) or two (2) rounds of small revisions to the video (defined as making small changes to the video edit [replacing singular clips or scenes, making changes to titles and styles] or photographs [making small edits to individual photos]) (“Small Revision”) to the Chosen Works. Where applicable, Client mustrequest any such Revisions within two (2) weeks of delivery of the Chosen Works. Further revisions to the works beyond this, will be subject to an additional fee.
1.7 Once Client has signed off the material and Instructions as complete, all media outlined in the Instructionswill be delivered by an online data transfer system (such as WeTransfer) (“Chosen Works”). If Clientrequires any subsequent copies of the Chosen Works after they have been delivered, an additional fee maybe charged for each additional delivery.
1.8 If VisualX is unable to attend the Appointment for any reason which is no fault of Client, Client will notified and an alternative appointment suggested. If unable to arrange a new appointment any Fee paid up front will be returned.
2. What Client will do
2.1. Client will ensure that VisualX has sufficient access to the Location to complete the works, by way of VisualX meeting the Client or associate on site, or the vendor/caretaker of the property. If access to the Location is delayed for any reason of the Client's or vendor’s, this will reduce the time available to complete the Works and Client accepts that this may impact the ability to comply with the Instructions.
2.2. Client will ensure the Location is in a tidy and presentable condition for VisualX to carry out the Works, and accepts that VisualX will endeavour to carry out the works irrespective of the condition of the Location.
2.3. Client will pay VisualX the Fee in accordance with clause 5 below.
2.4. It is Client’s sole responsibility to ensure that there is no reason why the Location, or its surrounding geography, is unsuitable for the production of the Works (which may utilise drone technology for aerial videography and photography). Client must obtain in advance any consent required for VisualX to produce the Works. Client shall indemnify and keep VisualX indemnified against all losses including any legal costs and expenses and any compensation or costs paid by VisualX as a consequence of any breach of the responsibilities outlined in this clause.
2.5. Once the Chosen Works have been delivered to Client, it is Client’s responsibility to store these securely.
2.6. If Client requests any editing of the Chosen Works in addition to that outlined in clause 1.6 or otherwise agreed in the Instructions, VisualX will specify the timeframe and additional fee for such work, and deliver the final version of the works when ready.
3. Rights in the Works
3.1. All intellectual property rights including copyright and future copyrights, patents, registered designs, unregistered designs, technical information or know-how and similar rights in the United Kingdom and abroad arising in the course of or as a consequence of the completion of the Works including for the avoidance of doubt in the Proofs and the Chosen Works, shall belong to VisualX for the full term of such right and for all renewals orextensions of such right. The Intellectual Property Rights in the Edit Files are to be retained by VisualX. If Client wishes to acquire an assignment of all Intellectual Property Rights in the Edit Files, such acquisition shall be subject to payment of a fee and separate terms to be agreed by the parties.
3.2. Client will not edit the Proofs or Chosen Works. If Client requires edits to be applied to the Proofs or Chosen Works you must obtain the permission of VisualX before doing so, and Client may be charged a fee for granting this request.
3.3. Client may use the final form copies of the Chosen Works on your website and social media pages, and formarketing purposes in consideration of the Fee, until the Property is sold or removed from the market. IfClients wants to use the Chosen Works for any purpose other than that for which VisualX has given permission herein, Client must seek further permission. VisualX may charge an additional fee for granting this permission at their discretion.
3.4. Client may not permit additional third parties outside of this agreement to use the Chosen Works for any reason, without prior consent of VisualX. VisualX may charge Client or the third party an additional fee for granting this permission at their discretion.
3.5. Client must only use the Chosen Works in relation to one sale of the given Property. If Client or affiliates are subsequently instructed to sell the same Property, consent must be obtained before using the Chosen Works for the subsequent sale(s). VisualX may charge an additional fee for granting this permission at their discretion.
3.6. Once the Property has been sold or removed from the market, Client must remove the Chosen Works from your website, marketing collateral and the Chosen Works’ digital footprint must be erased.
3.7. If Client wants VisualX to assign the right to reproduce any of Chosen Works, so Client can make copies of the Chosen Works and use them on third party websites or social media, such acquisition shall be subject topayment of a fee and separate terms to be agreed by the parties.
3.8. VisualX asserts their moral rights to be both identified as the photographer and/or videographer of the Chosen Works and the right to be accredited in accordance with sections 77 and 78 of Copyright, Designs andPatents Act 1988. This means that even if the rights to reproduce the Chosen Works are assigned, Client must reference VisualX as the photographer/videographer when reproducing them.
3.9. VisualX reserve the right to provide the Chosen Works with their logo embedded in the bottom right hand corner of the Work.
3.10. VisualX maintains the copyright and broadcasting rights of all visual documents unless otherwise agreed incontract. Use of visual documents is subject to the VisualX License Agreement. Copying in whole or in part issubject to the Terms of the License agreement.
4. Privacy
4.1. In order for VisualX to produce and send Client the Works, VisualX will need to hold and process personal data [1] (and that relating to any Location). In agreeing to these terms, Client consents to VisualX holding and processing (in compliance with the Data Protection Act 1998) any personal data collected for the purposes of performing the obligations under this agreement.
4.2. VisualX reserve the right to use any of the Works for any marketing purposes. If such use would expressly disclose the address of the Property or any personal data, then VisualX will either seek permission from Client to disclose such data first or will edit the Works to remove such disclosure.
4.3. Should Client or vendor object to VisualX using the works for marketing purposes, this should be expressed in the Instructions and agreed to by VisualX, before the appointment and delivery of Chosen Works. Failing this, if Client or Vendor requests that VisualX does not use the Chosen Works for marketing purposes after the appointment and delivery of the Chosen Works, an additional fee may be charged at the discretion of VisualX.
4.4. VisualX may retain digital copies of all of the Works (which for the avoidance of doubt includes the digital contact sheets and rough cuts) indefinitely.
[1] Personal data has the meaning given to that term in the Data Protection Act 1998.
5. Fee
5.1. Once the Fee has been agreed, VisualX may ask at their discretion that a 50% deposit be paid beforecommencing the Instructions. If requested, this deposit will be paid at least three (3) business days before the Appointment. If not received in this timeframe, the Appointment will be rescheduled.
5.2. Once the Chosen Works have been signed off, VisualX will issue an invoice for the remaining balance of the Fee. The balance shall be paid to VisualX within 30 days. If the Chosen Works have been delivered but notsigned off by Client, an invoice will be issued 14 days after the appointment and shall be paid within 14 daysof receipt of the invoice.
5.3. If Client fails to pay VisualX on the due date Client shall pay interest on the overdue amount at the rate of8% per annum above Lloyds Bank PLC’s base rate from time to time. Such interest shall accrue on a dailybasis from the due date until actual payment of the overdue amount, whether before or after judgment. Clientshall pay the interest together with the overdue amount and VisualX may suspend all Services being providedunder the Agreement until payment has been made in full. Time for payment shall be of the essence of the Agreement.
5.4. If Client disputes any invoice in good faith, Client must notify VisualX within 7 days of receipt of that invoice,at which time Client will be entitled to withhold payment of the disputed amount pending resolution of thedispute but will pay the undisputed amount in accordance with the terms of clause 5.2.
5.5. The Fee is inclusive of travel and parking for Works within London and the Home Counties. For Works elsewhere, VisualX reserves the right to make a charge for reasonable expenses such as mileage or travel, accommodation and sustenance, and will be agreed in the Instruction.
6. Cancellations and revisits
6.1 A weather check will be done at least 48 hours before the appointment. If adverse weather conditions are forecast which are likely to obstruct the shoot, VisualX will give Client the option to either proceed with the Appointment or reschedule as follows:
a) If Client elects to proceed with the shoot despite the risk of adverse weather, but either VisualX isunable to attend and complete the Appointment due to adverse weather, or Client changes their mindabout proceeding with less than 12 hours notice, VisualX will charge Client the full Fee; or
b) If Client elects to reschedule with more than 48 hours notice, this shall be done at no extra cost.
6.2 If Client or Property Vendor cancels or reschedules the Appointment with less than 12 hours notice, or Client/Vendor fail to attend and provide access on the day, VisualX will charge Client the full Fee.
6.3 If Client or Property Vendor cancels or reschedules the Appointment with less than 24 hours but more than 12 hours notice of the Appointment, VisualX will charge Client 50% of the final Fee.
6.4 If Clients requests VisualX return to the site after the Appointment, to capture additional video footage or photography, outside or surplus to the agreed Instructions, VisualX will consider to complete this request subject to availability, and this will be subject to a fee at the discretion of VisualX. However, if a return visit is required because VisualX has failed to capture sufficient material(s) which were agreed in the Works, this will be done free of charge, and VisualX will seek to organise the additional site visit(s) for a date within seven (7) days of the Appointment.