Terms & Conditions
These terms and conditions apply to all services provided by Zedmill Ltd (the ‘Company’).
1. Formation of Contract
A contract is formed between you (the ‘Customer’) and Zedmill Ltd (the ‘Company’) upon acceptance of the Quote, Order, or Project Brief. The Service shall mean any Product or Service provided by the Company to the Customer. These conditions do not affect your statutory rights.
2. Acceptance of Terms
By providing the Company with an Order, the Customer accepts these Terms and Conditions. Should the Company choose not to enforce any or all of these conditions, it should not be interpreted as a waiver of any of the Company’s rights.
3. Health and Safety
Both the Company and the Customer will act in accordance with all relevant Health and Safety requirements to provide the Service.
4. Delivery of Services
Project Brief: Upon acceptance of the quote, a Brief will be created at the outset of the project, forming the basis of the work to be carried out. Acceptance of the Product will be made at agreed stages. Changes to the Service shall only be permitted to the extent that they are consistent with the Brief.
Working Hours: ‘On location’ Crew are limited to a 10-hour call per day. Overtime may be charged at 1.5x for the following 4 hours, and 2x for any additional hours after that. Adequate breaks for the crew, in line with UK legislation, are expected.
Video Revisions: Video revisions are to be quoted for, and are often named as ‘Client Amends’ or ‘Client Feedback’, under the itemised quote.
Delivery Format: A master copy of the video will be digitally delivered in MP4 format unless otherwise agreed.
Archiving: The footage and project will be stored in archive for 3 months following the completion of the Project. Access to footage during this period can be accessed by the Customer for a fee. After this period of 3 months, access to the footage and project cannot be guaranteed.
5. Scheduling and Cancellations
Shoot Dates:
Dates for the production or shoot will be agreed in advance and confirmed with the Customer.
Cancellation Charges:
The below are not inclusive of any sub-contractor fee’s which may be charged in addition
Within 7 calendar days of the shoot date: £250 + pre-production & development time spent + production costs already incurred
Within 48 hours of the shoot date: 50% of the shoot rate + pre-production & development time spent + production costs already incurred
Within 24 hours of the shoot date: 100% of the daily shoot rate + pre-production & development time spent + production costs already incurred
Changing Production Dates:
The Company does enable the Customer to change the date of the shoot without a charge, up to 14 calendar days before the shoot date. Within 14 calendar days of the shoot date, the Customer is to cover 100% of the cost of any fees incurred in changing the shoot date, such as - but not limited to - charges for sub-contractors, fees for equipment rental, fees for location hire.
The Customer also accepts that changing the shoot date within 14 calendar days of the agreed shoot date, may also create extra work for the Company, which could create additional fees that were not agreed in within the agreed quote.
6. Customer Responsibilities
The Customer must ensure that permission is sought for the inclusion of any copyright material they supply to the Company to enable the delivery of the Service.
The Customer must also ensure that permission is sought for the inclusion of any performers, performances, trademarks, and locations.
The Customer agrees to indemnify the Company in the event of any claims being brought against the Company in respect of any material supplied by the Customer.
7. Copyright and Licenses
Customer Rights: Upon payment, the Customer will be given an exclusive license in perpetuity to the copyright in the product (the agreed master video).
Company Rights: The Company retains the right to use this material in its original and edited form for promotional purposes and non-commercial use.
Additional Material: Unless otherwise agreed, the Company retains copyright in all other original material, including video rushes, graphics, soundtracks, printed material, and any other design or artwork commissioned in relation to the service.
Music Licenses: Any music used is licensed for non-commercial, promotional uses only. If the video is used in advertising campaigns, additional licenses may be required. The Customer must inform the Company of any specific uses so that the Company can assist with obtaining the appropriate licenses.
8. Payment Terms
New Customers: For new Customer’s, the Company reserves the right to request 50% of the full quote upfront, before the shoot date.
Invoicing: Invoicing dates are to be agreed upon within the Project Brief, Order, or Quote. The Company’s preferred terms are to invoice after the shoot date, and / or after completion of work. However, when there is a long post-production timeline, or, the Customer is not sticking to the agreed post-production timelines, then the Company has the right to invoice for the full, or remaining amount, of the agreed quote, and any other agreed additional charges, from 60 calendar days since the first shoot date.
Payment Due: Payment is due 30 days after the Company emails the Customer the invoice. Late payment terms will be stipulated on the invoice in line with UK legislation.
Expenses: Any reasonable expenses incurred when undertaking the service will be added to the quote unless otherwise agreed beforehand.
Talent Costs: No talent-related costs are included in the quote unless otherwise stated.
9. Liability
Whilst every care is taken in the delivery of the Product and work undertaken, the Company accepts no liability for any loss or damage that may arise from the supply of the Service.
10. Force Majeure
The Company shall not be liable for any failure to perform its obligations under this agreement if such failure results from circumstances beyond the Company’s reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, fire, flood, or other natural disasters. In such circumstances, the Company shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for more than 30 days, either party may terminate this agreement by giving 14 days’ written notice to the other party.
11. Confidentiality
Both the Company and the Customer agree to keep confidential and not to disclose to any third party any information concerning the business, affairs, customers, clients, or suppliers of the other party, except as required by law, any court of competent jurisdiction, or any regulatory or administrative authority. This clause shall survive termination of this agreement for a period of three years.
12. Data Protection
The Company will collect, store, and process personal data in accordance with the Data Protection Act 2018 and the General Data Protection Regulation (GDPR). The Company’s Privacy Policy outlines how personal data will be handled. The Customer agrees to comply with all applicable data protection laws and regulations and to provide any necessary consents to the Company to process personal data as required to deliver the Service.
13. Dispute Resolution
In the event of any dispute arising out of or in connection with this agreement, the parties shall first attempt to resolve the dispute informally through good faith negotiations. If the dispute cannot be resolved within 30 days, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the dispute is not resolved through mediation, it shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
14. Termination
Either party may terminate this agreement immediately by giving written notice to the other party if:
The other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors.
The other party suspends, ceases, or threatens to suspend or cease to carry on all or a substantial part of its business.
Upon termination of this agreement for any reason:
The Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
15. Governing Law
These Terms and Conditions, and any accompanying letter and/or contract, are governed by the laws of the United Kingdom.