Terms of Business | Smart Avenue Media

Smart Avenue Media Terms of Business

Smart Avenue Media Limited

Company Number: 14813147

Registered Address:

111 Dudwell Lane

Halifax

West Yorkshire

HX3 0SS

We’re a wholesome, straight-talking bunch at Smart Avenue Media, and while we prefer to work with you on your projects rather than getting legal, we do like to do things properly, effectively, and with complete transparency. With that in mind, here are our Terms of Service, ensuring we're all on the same page as we work together.

DEFINITIONS

Smart Avenue Media Limited – that’s us, but herein referred to as SAM Ltd

Client – That’s you: the business, the organisation, person or agent who engages SAM Ltd to undertake your work or project, media buying, production, event or video on their behalf.

Project/Service/Goods/Video/Campaign – the end production, event, video, TVC, delivery of service, campaign, etc., which is ordered and used by the client.

Contract – a written arrangement agreed between SAM Ltd and the client in the form of a purchase order, written brief, and/or email confirmation to proceed with the project.

SoW – Statement of Work. This is something that, depending on the size and complexity of the project, we may require you to sign prior to commencing work, to agree to specific and unique requirements for that project.

Third Party – any company, organisation or person not affiliated with or controlled by SAM Ltd or the client.

THE DETAIL

COST, PAYMENTS AND CHARGES:

Acceptance of any financial quotes received from SAM Ltd and/or the issue of a purchase order from the client to SAM Ltd, is acceptance and agreement of the Terms and Conditions in this document, which forms the contract between SAM Ltd and the client.
All financial quotes are valid for thirty (30) days unless otherwise agreed or stated.
Costs will be discussed during the scoping of the project and provided to the client as a final quote once the type and length of the project has been identified (this will also include time spent on pre-production, filming (if applicable), production and post-production.
Complex projects may require the client to sign a SoW to agree on project specifics.
Any additional costs incurred during production/project will be notified, agreed upon in writing, and charged accordingly to the client. Production fees shall be exclusive of disbursements and expense items related to the agreed project but not included in the quote, such as postage, disc or hard drive duplications, creation of audio and video streaming files, etc.
Subsistence and similar items will be invoiced to the client on relevant projects or separately as necessary.
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, it will become contractually binding. Email correspondence will be sufficient to prove changes to agreements for the form and content of projects.
SAM Ltd reserves the right not to commence work on any project until a signed purchase order or equivalent agreement document has been provided by the client.
Before any work can be commenced, the client’s requirements must be clearly provided in the form of a written brief to SAM Ltd with at least:
1. 48 hours’ notice on projects that include up to one (1) day of filming
2. 72 hours’ notice on projects that include up to two (2) days of filming
3. 96 hours’ notice on projects that include three (3) or more days of filming
Unless agreed otherwise in writing, SAM Ltd reserves the right to request 50% of the total invoice amount (inclusive of VAT) as a deposit at least fourteen (14) days before commencement of any work. If there are fewer than 14 days between receiving the invoice and the agreed project start date, the deposit must be paid immediately. The remaining 50% shall be invoiced on the day the client receives the first draft video. All invoices must be paid within thirty (30) days of receipt.
Late payments are subject to 8% interest, as per government guidelines, at the discretion of SAM Ltd.
Payment should be made by bank transfer or cheque. All cheques must be made payable to Smart Avenue Media Limited. Bank transfer details will be provided with the invoice.

CANCELLATIONS AND TERMINATIONS:

In the event of cancellation of a service or termination of the agreed contract, in whole or in part, by the client before completing the project, SAM Ltd reserves the right to make the following cancellation/termination charges:
1. Cancellation by the client with more than 48 hours’ notice before a production/project has commenced may result in a charge being made to cover costs already incurred.
2. Cancellation by the client with less than 48 hours' notice may result in a charge of up to 50% of the total amount, minus any deposit already paid.
3. Cancellation by the client when the production has commenced, or with less than 48 hours’ notice, may result in up to 100%of the total charge being made.
SAM Ltd reserves the right to cancel or terminate a contract or agreed project if
1. You or your organisation becomes insolvent or subject to bankruptcy proceedings.
2. The reputation of SAM Ltd and anyone connected with SAM Ltd could be damaged.
The client may terminate the contract at any time by providing written notice of termination and settling the account. When the client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by SAM Ltd, unless a written agreement is reached in advance. This includes any creative and/or pre-production activity prior to the start of the project. The cost of pre-production will have been agreed as part of the quote and is non-negotiable.

LIABILITY, RESPONSIBILITIES AND FORCE MAJEURE:

SAM Ltd 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 will be requested to amend the information accordingly. If the client can demonstrate a good reason for using the unsuitable information, its inclusion may be considered.
SAM Ltd shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control, including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought. Failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency, the client may, by written notice to SAM Ltd, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
SAM Ltd cannot be held liable for any loss or damage caused as a result of the actions or failures of third parties.
SAM Ltd 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.
Any claims must be made in writing to Dead Pixel within 7 days of receipt of goods. If no claim is made within this period the client is deemed to have accepted the goods at the agreed price.
Any contract requiring SAM Ltd 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 SAM Ltd, its agents or servants, as necessary (including the fulfilment of any assets required by SAM Ltd to complete the project).
Should a client take all footage (or any copies of all footage and material) away from SAM Ltd. In that case, it is deemed that the responsibility and safeguarding of the material is then fully passed on to the client. SAM Ltd will no longer be liable for the footage and reserves the right to delete all material and footage associated with the project from SAM Ltd’s servers and hard drives at any point in the future. Unless otherwise agreed, automatic off-site backup of your footage will be for a minimum of 3 months after the final delivery date of your project. After this point, your footage may be transferred to our in-house local archive system, which is not automatically backed up offsite. As a result, SAM Ltd will no longer be held liable for the long-term safe storage and archiving of your material.
Unless otherwise agreed in writing, the client accepts SAM Ltd’s decisions on creativity within the product (s) or services (s).

ILLNESS, INJURIES AND PREVENTIONS:

If any member of the SAM Ltd crew/staff is unable to attend a production, project or meeting, due to illness or injury, SAM Ltd reserves the right to bring and/or send a contractor in that team member’s place at no further cost to the client.
If a member of the SAM Ltd team falls ill or is injured during a production, filming, the event or project, and it is unable to continue without them, the following will take place.
1. If injured through the fault of the public or a SAM Ltd crew member, SAM Ltd will reschedule the production free of charge; however, the client will be responsible for any external costs incurred.
2. If injured through the client’s fault, the client must pay for the cost of rescheduling production, including all external costs.
Should a member of the SAM Ltd crew/team be prevented from arriving at a production, due to something out of the company’s control (e.g. car accident, heavy traffic, weather restrictions, etc), the company will do everything in its power to reschedule the production at minimal cost to the client. Any external costs already paid but unable to be moved or refunded (e.g. studio hire, kit hire, additional resource) will be paid by the client.

CONFIDENTIALITY:

Any confidential or proprietary information which SAM Ltd acquires from a client, company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If needed, SAM Ltd will sign and adhere to the conditions of any Confidentiality Agreement used by the client. Likewise, the client shall keep confidential any methodologies and technology used by SAM Ltd to supply its product(s) or service(s).

In accordance with UK law, when a client requests or commissions another person or organisation to create a copyrighted work, the first legal owner of the copyright is the person or organisation that created the work, not the commissioner or client, unless otherwise agreed in writing.
1. For productions commissioned by SAM Ltd, SAM Ltd assigns joint copyright and ownership, as well as a usage license, as agreed upon in the original contract, for all platforms and territories specified in the original contract, for any final video edits produced.
2. Unless otherwise agreed in writing, SAM Ltd will retain full copyright and ownership of all raw assets created and produced for the project commissioned by the client.
3. If you require full copyright and ownership of your material, please get in touch with us to discuss arrangements and terms in writing.
Electronic project files (for editing, motion graphics and other associated audio and visual works) remain the property of SAM Ltd, and copies will be given over to the client at the discretion of SAM Ltd. Copies of footage can be requested by clients, but this does not mean that project files will be transferred over by default.
Rushes (all RAW filmed footage) are not supplied to the client as standard. Rushes/video files can be supplied for an additional fee equal to 50% of the project’s full invoice excl VAT (plus the cost of any hard drives needed and postage), unless agreed otherwise in writing or via email.

PERMITTED USAGE AND RESTRICTIONS:

A project will only be publicly released by SAM Ltd and the client once both parties (SAM Ltd and the client) have approved all content as complete and satisfactory and have confirmed this in writing.
In consideration of, and subject to, the final payment of full fees due to SAM Ltd by the client, SAM Ltd assigns to the client a license for the period agreed in the original contract to use the purchased image(s), sound (s) and video(s) for permitted commercial purposes, defined as:
1. Video, broadcast, theatrical.
2. Advertising, promotion and industry/company communications
3. As part of a commercial website for promotional purposes. Licence for this use on the client’s website and is assigned in perpetuity.
Usage is only permitted on the channels/platforms originally agreed as part of the original project agreement. Any changes to the final platform or usage requirements must be agreed upon in writing with SAM Ltd and may incur additional costs.
The client may not resell, redistribute, or use as a derivative work without express written permission from SAM Ltd. Reselling or redistributing such derivative work is prohibited. Media may not be used in a pornographic, obscene, illegal, immoral, libellous or defamatory manner. Media may not be incorporated into trademarks, logos, or service marks.

USAGE BY SAM LTD:

SAM Ltd reserves the right to use any and all footage and content created for and on behalf of the client as part of the project (in part or in whole) in perpetuity and in any medium for marketing and promotional purposes. This includes all RAW files and final videos. The marketing purposes include, but are not limited to, the SAM Ltd website, social media channels, Vimeo account, YouTube account and public business presentations.
When producing marketing and portfolio content, SAM Ltd will never deface the image or video or add elements that could compromise the client’s image. However, on rare occasions, SAM Ltd may re-edit the final video to enhance style, flow, and music.
SAM Ltd retain the right to adapt the final video for SAM Ltd showreels and portfolio content, unless otherwise agreed in writing with the client.
Once the client publishes the final/master video into the public domain, it is assumed to be acceptable (unless otherwise stated by the client) for any talent that feature in the video (including voiceover artists, contributors, actors and presenters) to use and publicise their appearance in the video for SAM Ltd’s promotional and marketing use (in whole or part use).

PRE-PRODUCTION:

Some projects may require SAM Ltd to produce work, prior to filming, such as (but not limited to) creative concepts, storyboards, set building and logistical planning. Any pre-production activity will be accounted for as part of the original project scope and quote.
In the event of a cancellation or scope change after the commencement of pre-production work, SAM Ltd reserves the right to invoice for the work completed to date, plus any external costs incurred.

PRODUCTION:

A standard filming day is 8 hours of crew time on set or at a location (including 45 minutes of break time but excluding travel time). Any additional overtime required by the project or client on the filming day may incur additional costs.
Filming standards, format and resolutions are agreed on a project-by-project basis.

POST-PRODUCTION:

On delivery of the final master video, any technical issues encountered in the video will be corrected free of charge by SAM Ltd.
SAM Ltd reserves the right to quote and charge accordingly for any ongoing and additional post-production incurred outside of the agreed contract. This includes additional requests that were not detailed in writing (email or brief) by the client prior to commencing production.
Once a complete video sign-off has been received from the client in writing and a final master file has been delivered, any changes to the video beyond that point will be subject to a remastering fee. This is to cover the costs of making minor amends, re-exporting the files and processing. The fee will be agreed prior to making any amendments in line with the SAM Ltd rate card.

For any queries, please contact hello@smartavenuemedia.co.uk