OUR TERMS & CONDITIONS

Terms & Conditions 

 Background

A. The Client has requested that New Page Productions supplies them with its services.

B. New Page Productions agrees to supply to the Client such Services based on these Terms.

Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

  1. Agreement: the totality of the terms, obligations and conditions covered by the Order Form and these Terms.

  2. Client: the party specified in the Invoice as such.

  3. control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and controls, controlled and the expression change of control shall be interpreted accordingly.

  4. Data Protection Legislation: means the of the United Kingdom or of a part of the United Kingdom which relates to the protection, processing, privacy and use of personal data including the Data Protection Act 2018 and any of its replacement, extension, re-enactment, consolidation or amendments and all guidance, guidelines, codes of practice and codes of conduct issues by the Information Commissioner Officer (whether or not legally binding).

  5. day: a period of 24 consecutive hours ending at 12.00 midnight.

  6. Intellectual Property: patents, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

  7. month: a calendar month.

  8. New Page Productions: means New Page Productions Ltd, a company incorporated in England and Wales with company number 13706121 and having its registered office at The Long Barn Down Farm, Cobham Park Rd, Cobham KT11 3NE

  9. Invoice: the form signed by both the Client and New Page Productions setting out the Client’s details, the Fees & Expenses and date of the services.

  10. Original Materials: means any Intellectual Property that is created, invested, authored, developed by or licensed to New Page Productions before the date of this Agreement or any Intellectual Property belonging to or licensed to New Page Productions outside the scope of this Agreement.

  11. Services: means the provision of regular social content.

Terms: means any and all terms of these Standard Terms and Conditions.

1.2 Clause headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.11 References to clauses are to the clauses of this Agreement.

1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Commencement, duration and subsequent agreements

    1. The Agreement shall come into force on the Commencement Date set out in the Order Form and subject to the provisions for earlier termination in clause 9.2 and 9.3 below, will continue in force until the Expiry Date set out in the Order Form.

    2. The parties have agreed that at the time of renegotiation for a subsequent agreement, the Client will first invite New Page Productions to renegotiate the agreement before any other third party.

3. New Page Productions Responsibilities

3.1 New Page Productions shall:

3.1.1 provide owned equipment needed to carry out the services herein at no further charge. If the Client requires specific equipment of which New Page Productions does not own, the Client acknowledges that it will remain responsible for any applicable rental fees

3.1.2 subject to its current workload and requirements made by the Client, advise the Client on an estimated turnaround time for content;

3.1.3 supply talent at an additional fee if the Client is unable to locate such talent. These additional fees will be advised to the Client by New Page Productions before making any bookings;

3.1.4 provide the Client with royalty free music for the videos outlined in this Agreement. For the avoidance of doubt however, If the Client requires a specific song or licence, additional licensing fees may be applicable;

3.1.5 include colour grading, editing, audio correction and export at no extra charge for the allotted time only;

3.1.6 provide an onsite backup for a minimum period of 6 (six) months. New Page Productions fully advises the Client to provide an external Hard drive of which New Page Productions can make a second backup and the Client can keep.  This provision is subject to the following:

3.1.6.1 the Client’s backup will only include finished videos and no project files;

3.1.6.2 the Client must not under any circumstance edit, re-edit or post video clips created by New Page Productions without first notifying New Page Productions;

3.1.6.3 the Services are for produced video content outlined above and not unlimited RAW clip usage.

4. Client’s obligations

4.1 The Client shall:

      1. provide New Page Productions with a clear outline regarding to the content it wishes to produce for a given day/project;

      2. give as much detail as possible to ensure a clear understanding of the task given;

      3. continue to co-operate with New Page Productions in all matters relating to the Services;

      4. provide to New Page Productions in a timely manner all documents, information, items and materials in any form reasonably required by New Page Productions in connection with the Services and ensure that they are accurate and complete;

      5. inform New Page Productions of all health and safety and security requirements that apply at the Client’s premises.

    1. The Client agrees to accept any of New Page Productions decisions on creativity within the Services provided and understands that any ideas previously agreed may not always be possible to achieve. New Page Productions will (where it deems it necessary) endeavour to inform and advise the Client on any changes.

    2. If New Page Productions performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, New Page Productions shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

5. Fees, expenses & payment

5.1 In consideration of the Services provided by New Page Productions to the Client, the Client shall pay to New Page Productions Fees and Expenses, as specified and set out in the Order Form.  Any Fees and Expenses specified in the Order Form are payable by the Client in £ Sterling thirty (30) days after receipt of the corresponding invoice from New Page Productions to the credit of a bank account to be designated in writing by New Page Productions.

5.2 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against New Page Productions in order to justify withholding payment of any such amount in whole or in part. New Page Productions may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by New Page Productions to the Client.

5.3 Without prejudice to any other right or remedy that it may have, if the Client fails to pay any undisputed Fees or Expenses under this clause 5 to New Page Productions within thirty (30) days of the due date following receipt of the proper invoice, New Page Productions may charge interest on such sum from the due date for payment at the annual rate of four (4) % above the base rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment.

5.4 The Client will indemnify New Page Productions for any penalties incurred by New Page Productions as a direct result of the Licensee’s failure to adhere to its obligations under this clause 5.

5.5 The provisions of this clause 5 shall remain in effect notwithstanding termination or expiry of the Agreement until the settlement of all subsisting claims by the parties.

6. Liability

    1. References to liability in this clause 6 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    2. Nothing in this this clause 6 shall limit the Client’s payment obligations under this Agreement.

    3. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

      1. death or personal injury caused by negligence; and

      2. fraud or fraudulent misrepresentation.

    4. New Page Productions shall have no liability for any loss or damage that arises from the supply of the Services.  Furthermore, New Page Productions shall not held be liable for media corruption but will use its reasonable endeavours to ensure that all measures are taken to limit this possibility.

7. Intellectual Property

    1. New Page Productions and its licensors shall retain ownership of all Intellectual Property Rights in the Original Materials.

    2. The Client may use the produced videos provided by New Page Productions in any way that does not cause any harm to New Page Productions.

7.3 The Client represents and warrants that it will at all times seek permission for the inclusion of any performers or performances, trademarks, locations and music.

7.4 The Client grants New Page Productions a non-exclusive, worldwide, transferrable, royalty free, perpetual license to use the material created in the provision of the Services in its original and edited form for any purposes provided that such use does not cause any harm to the Client.

7.5 The Client represents and warrants that in respect of material supplied by the Client to New Page Productions, it shall not infringe the rights, including any Intellectual Property, of any third party.  The Client further indemnifies New Page Productions in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by New Page Productions arising out of or in connection with any claim brought against New Page Productions for actual or alleged infringement of a third party's Intellectual Property arising out of, or in connection with, the receipt or use or supply of any materials by the Client.

8. Data protection

8.1 The Client will at all times guarantee that all necessary arrangements have been made with, and permissions obtained from, people and places that may be recorded on video as a result of New Page Productions supplying the Services, and that such recording is in compliance with the Data Protection Legislation. New Page Productions reserves the right to use extracts from the finished production for publicity purposes on the New Page Productions website and any social media. The Client will notify those individuals attending the event that they may be recorded on video cameras and that by attendance they give their consent to being recorded.

8.2 The Client will observe any laws in relation to the Data Protection Legislation and will indemnify New Page Productions in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all reasonable professional costs and expenses) suffered or incurred by Newe Page Productions arising out of or in connection with any claim brought against New Page Products with regards to the Services provided by New Page Productions.

9.   Confidentiality

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.

9.2 Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

10. Cancellation & Termination

    1. The Client must provide no less than seventy-two (72) hours minimum notice in writing to New Page Productions in order to cancel. For example, if New Page Productions gets an offer from another client more than 72 hours in advance, New Page Productions can cancel with no penalty or problems. Inside 72 hours, the Client will try to reschedule if possible, but if plans have been written to take into account the filming or people have been booked in for the shoot or plans can't be re-arranged for any reason, then New Page Productions has an obligation to fulfil its duties outlined in this Agreement.

    2. Without affecting any other right or remedy available to it, New Page Productions may terminate this Agreement with immediate effect by giving written notice to the Client if:

      1. the Client fails to pay an amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

      2. the Client takes or has taken against it any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.2(b); or

      3. the Client suspends or ceases, or threatens to suspend or cease, carrying on business.

11. Obligations on termination and survival

11.1 On termination or expiry of this Agreement the Client shall immediately pay to New Page Productions all of New Page Productions outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, New Page Productions may submit an invoice, which shall be payable immediately on receipt.

12. Survival

12.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

    1. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, 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.

13. Disputes

13.1 In the event of a dispute arising that the parties themselves cannot resolve, the parties agree to refer the matter to an independent arbitrator appointed by mutual agreement. If the parties cannot agree on an arbitrator, or both parties do not agree with the decision of the arbitrator appointed, the agreement may be terminated in the following manner:

      1. If the breach is one that can be rectified, then the non-breaching party can request in writing that the breach be rectified in fourteen (14) days. If the breach is not rectified within that time, the non-breaching party may terminate the Agreement immediately;

(b) If the breach is one that cannot be rectified, the non-breaching party may terminate the Agreement by giving fourteen (14) days written notice of their intention to terminate.

14. Entire agreement

14.1 This Agreement constitutes the entire agreement between the parties.

14.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15. Variation

15.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Waiver

    1. A waiver of any right or remedy is only effective if given in writing.

    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and remedies

17.1 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

    2. If any provision or part-provision of this Agreement is deemed deleted under clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19. No partnership or agency

    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

      20. Notices

    3. A notice given to a party under or in connection with this agreement shall be in writing and sent to the party at the address given in this Agreement or as otherwise notified in writing to the other party.

    4. This clause 20.2 sets out the delivery methods for sending a notice to a party under this Agreement and, for each delivery method, the date and time when the notice is deemed to have been received:

      1. if delivered by hand, at the time the notice is left at the address;

      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting;

      3. if sent by pre-paid airmail, at 9.00am on the fifth Business Day after posting; or

      4. if sent by email, at the time of transmission.

    5. If deemed receipt under clause 20.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 20.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    6. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution

      21. Third party rights

    7. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

      22. Governing law

22.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

23. Jurisdiction

23.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.