Terms and Conditions of Business
The following terms and conditions apply to all projects carried out unless specific exclusions or exceptions are given to the client in writing.
Definitions & General Terms
In these Terms and Conditions, the words ‘Esprit Drone Services’ ‘EDS’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to The Lotus Forum On Line Limited t/a Esprit Drone Services, a UK registered limited liability company.
The words ‘client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organisation acting on their behalf.
These Terms and Conditions apply to all photo, graphic, video and associated audio product created by EDS, including all moving and still images and sound recordings of whatever form.
Acceptance of a proposal, quotation and/or issue of a purchase order from the client, is acceptance and agreement of the Terms and Conditions stated below, which forms the contract between EDS and the client.
Costs
Costs will be discussed during initial conversations/meetings between the client and EDS. Costs may be estimated and inferred to, but the cost referred to on the final accepted quote – and the deliverables outlined on that quote – are the cost of the production.
Costs will be dependent on the type and length of the production, as well as time spent on pre-production, production and post-production. Should any of these change during production, additional costs may be incurred. Any additional costs to the production will be notified, agreed in writing and charged accordingly to the client.
Expenses
Production fees shall be exclusive of disbursements and expense items related to the agreed project unless otherwise noted. These include fees such as messenger services, postage, overseas telephone charges, colour photocopying, photography and prints, disc or tape duplications, creation of audio and video streaming files, travel, accommodation, subsistence, and similar items which will be invoiced to the client on the relevant project, or separately as necessary.
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 video production.
No liability will be accepted by EDS for and 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 an EDS product, permission must be obtained from the original copyright owner/material provider.
The client undertakes to indemnify EDS against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.
In the case of animations or videos with storyboards, final storyboards must be signed off by the Client before production work begins. This is an agreement to carry out work along the lines outlined in the storyboard and changes to this structure may incur additional charges.
Production
All works undertaken will be as per the agreed to quotation. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our current daily rates.
A standard filming day is 8 hours of crew time on-set or at location (including lunch and breaks but excluding travel time). Any additional overtime required by the project or client on the filming day may be subject to additional costs.
Clear access for video and sound capture shall be arranged and managed by the Client. If filming venues are being 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 and contributors required. Delays in production as a result of inadequate access or facilities may incur additional charges.
EDS takes Health & 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 behaviour. In such circumstances the Client will be fully liable for any costs incurred or subsequently arising as a result. EDS will observe the site safety rules at all times and will liaise with the appropriate contact outlined by the Client.
Additional Content
If a project requires additional content, this is, in effect, a contract change. An amendment will be made to the original contract and, once approved, becomes contractually binding. E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of programmes.
Insurance
EDS carries public liability insurance cover of five million pounds. 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 this is agreed at the time of booking and included in the quotation.
Adverse Weather Conditions
In the event of inclement weather which in our opinion would pose a risk to health & 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.
‘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 quotation, we reserve the right to re-schedule 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 day(s).
Post-Production Feedback and Amendments
A total of three sets of feedback and amendments are included in the cost of EDS productions, 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.
On delivery of the final master video, any technical issues encountered in the video will be corrected free of charge by EDS. EDS reserves the right to quote and charge accordingly, any ongoing and additional post-production incurred outside of the agreed contract. Once complete video sign-off has been received from the client in writing and a final master file delivered, any changes to the video beyond that point will be subject to a re-mastering fee charged at our current daily rate. This is to cover the costs of making amends and re-exporting the files.
Project Duration and Delivery
Any indication given by EDS of a project’s duration is to be considered by the customer to be an estimation. EDS 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 EDS 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 EDS, its servants or agents, as necessary. EDS will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.
Copyright and Ownership
EDS 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 EDS 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.
Usage licence – 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 EDS 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 retain all rights to the usage of footage captured during the production of any client-commissioned project. As part of our video production service, we will grant a time-unlimited licence for use of that footage to the Client subject always to the following express condition:
“EDS retains all copyright over any content we produce. A usage licence grants the Client permission to use the content in the state in which we provide it to the Client. Permission is not granted to re-edit, copy or alter the content in any way.
We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.
EDS assigns to the Client a licence to use the video production in its complete delivered form only. We do not give permission for any material to be altered, edited or used as part of another production, unless this is expressly agreed in writing.
Provided that all monies due to us from the Client have been received as cleared funds in our bank account, and provided that the Client is not in breach of anything contained in these Terms and Conditions the Client is granted a perpetual usage licence relating to the video material in its delivered form.
Until all payments are made in full, the copyright and ownership of all edits and material shot or created remains the full copyright and ownership of EDS. Any material published that has not been fully paid for, will be copyright-claimed by EDS to the publishing platform.
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 licence to any Client or (b) the material contains trademarks or specific intellectual or imagery copyrighted by the Client.
Once you publish your video into the PUBLIC DOMAIN, it is assumed to be acceptable by you (unless otherwise stated by you) for any talent that feature in your video (including voiceover artists, contributors, actors and presenters) to use and publicise their appearance in your video for the purpose of the talent’s own showreel and marketing use (in whole or part use).
A project will only be publicly released by EDS and the client once both parties (EDS and the client) approves all content as complete and satisfactory and confirms this in writing. Clients are not permitted to release any form of preview/work-in-progress content to the public or their end user.
Watermark
EDS reserves the right to watermark all or any, preview or completed videos until the total bill is paid in full – at which point, the clean ‘public ready’ final version will be released to the client.
Supply of Raw Footage/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 EDS, and copies will be given over to client at the discretion of EDS. 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 EDS’s intellectual property rights on the timeline sequences.
Payment Schedule
Unless otherwise stated, our payment schedule for projects is as follows.
50% of total project value deposit, paid on receipt of invoice following agreement to quote. Which is non-refundable.
Your production is not secured and booked in until this deposit payment clears in EDS Ltd’s bank account or a Purchase Order or similar document has been raised and shared with us.
25% once all filming has been completed and 25% upon final delivery of all signed off content.
In the case of animation projects the project is payable with a 50% deposit and 50% upon final delivery of all signed of content.
Payment Terms
Our payment terms are strictly 30 days from date of invoice and in the event of an order being confirmed the Client accepts these terms.
Where feasible, deposit payments are to be processed as soon as possible, if for accounting reasons this is not possible, they are subject to the same strict 30-day terms. Your production is not secured and booked in until this deposit payment clears in EDS’s bank account.
Late Fees
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.
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 EDS’s bank account.
The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. EDS reserves the right to withhold delivery and any granting or continuation of usage licence 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.
Unsuitable Content
EDS reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal. Should such a submission occur, the client will be advised which information was deemed unsuitable and requested to amend the information. If the client can show good reason to use the “unsuitable” information, its inclusion may be considered.
Liability for errors after sign-off
EDS 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.
Termination of contract
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 EDS 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 15 days prior to work beginning – 25% of total fees will be due and payable.
Less than 15 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.
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 EDS under UK law.
