TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF VIDEO PRODUCTION FROM HEDGEHOG DIGITAL LIMITED

1. Definitions & General Terms

In these Terms and Conditions the words ‘Hedgehog Digital’ ‘Hedgehog ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Hedgehog Digital Limited, a UK registered limited liability company. The words ‘client’ and ‘Client’ 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 video and associated audio product created by Hedgehog Digital, including all moving and still images and sound recordings of whatever form.

2. 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 Hedgehog Digital for 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 a Hedgehog Digital product, permission must be obtained from the original copyright owner / material provider.

The client undertakes to indemnify Hedgehog Digital against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit.

3. Production and post-production

All works undertaken will be as per Hedgehog Digital’s written quotation based upon the agreed production brief. 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.

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 required throughout the day. Delays in production as a result of inadequate access or facilities may incur additional charges.

Hedgehog Digital 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. Hedgehog Digital will observe the site safety rules at all times and will liaise with the appropriate Responsible Person(s) named in the production brief.

4. Insurance

Hedgehog Digital 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 production brief.

5. 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.

6. ‘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 production brief, 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).

7. Changes to the filming schedule

In the event of the Client wishing to change or cancel the filming date we require a minimum of 14 days notice. Failure to comply will result in the Client becoming100% liable for all costs associated with the originally scheduled dates.

8. Equipment substitution

In the event that Hedgehog Digital experiences equipment failure or technical difficulties, all efforts will be made to find suitable replacement equipment and/or personnel so as not to delay filming or adversely impact upon the project quality or delivery. The equipment used on the day of filming will be at the discretion of the senior member of the film crew, and no further claims or liability will be accepted.

9. Approval / amendments of draft footage

Under normal circumstances one ‘first cut’ edit will be available for the Client for review and comment. One set of revisions will be incorporated within the agreed project cost provided that any revisions or amendments fall within the original agreed brief. Subsequent revisions or significant re-edits will be charged at a rate of £300 + VAT per day or part thereof.

10. Project duration and delivery

Any indication given by Hedgehog Digital of a design project’s duration is to be considered by the Client to be an estimation. Hedgehog Digital 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 production brief. Hedgehog Digital will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

11. Copyright

Hedgehog Digital retains copyright in all their original material. Original material includes video recordings, graphics, soundtracks, printed material and any other design or artwork commissioned by the Client in relation to the order. The Client must ensure that permission is sought for the inclusion of any copyright material they supply to Hedgehog Digital to enable them to deliver the product(s) or service(s). The Client must also ensure that permission is sought for the inclusion of any performers or performances, trademarks and locations.

Hedgehog Digital retains the right to use this material in its original and edited form as they see fit, unless otherwise agreed in the order. The Client agrees to indemnify the company in the event of any breach of copyright claims being brought against the company in respect of material supplied by the Client.

12. Usage licence – rights to the use of project content

We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.

Hedgehog Digital 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.

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.

PAYMENT

Our payment terms are strictly 50% payment on booking and 50% payment on completion of the production.

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.

The Client shall be responsible for all collection or legal fees necessitated by late or

default in payment. Hedgehog Digital 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 a 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.

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. This document shall be taken as an agreement between the Client and Hedgehog Digital under UK law.

HEDGEHOG DIGITAL LIMITED

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