1. Definitions
In these conditions, unless the context requires otherwise:-

1.1 'Agreement' means the general terms of business as set out in this document and any special terms agreed in writing between the Parties;

1.2 'Client' means the person/s who has engaged OrFactor Productions to provide the Video
Works & Services for the Event pursuant to these Conditions;

1.3 'Event' means the wedding (or other event) for which the Video Works & Services are to be provided by OrFactor Productions for the Client as agreed by the Parties.

1.4 'OrFactor Productions' means Robert Salmon T/A 'OrFactor Productions' of 2 Berkeswell
Close, Church Hill North, Redditch, B98 8SF

1.5 'Parties' means the parties to this Agreement.

1.6 'Video Works & Services' means the video works and services being provided by OrFactor Productions to the Client in respect of the Event as agreed between the Parties which may include filming, editing and production or any other works and services agreed by the parties;

1.7 'Video Works & Services Fee' means the fee for the Video Works & Services as agreed by the Parties.

2. Interpretation

 

In this Agreement, unless the context otherwise requires:-

2.1 words importing any gender include every gender;

2.2 words importing the singular number include the plural number and vice versa;

2.3 words importing persons include firms, companies and corporations and vice versa;

2.4 references to numbered clauses and schedules (if applicable) are references to the relevant clause in or schedule to this Agreement;

2.5 reference in any schedule to this Agreement (if applicable) to numbered paragraphs relate to the numbered paragraphs of that schedule;

2.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

2.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;

2.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

2.9 where the word 'including' is used in this Agreement, it shall be understood as meaning
'including without limitation'.

 

3. Terms applicable

3.1 This terms of this Agreement shall apply between the parties to the exclusion of all other terms and conditions.

3.2 All bookings for Video Works & Services shall be deemed to be an offer by the Client to purchase the same pursuant to the terms in this Agreement and shall be deemed conclusive evidence of the Client's acceptance of the terms in this Agreement.

3.3 Any variation to this Agreement including any special terms and conditions agreed between the Parties shall be inapplicable unless agreed in writing by both Parties.

3.4 Any failure by OrFactor Productions to enforce any or all of the terms set out in this
Agreement shall not amount to or be interpreted as a waiver of any rights that OrFactor
Productions may have.

3.5 The terms in this Agreement do not affect your statutory rights.

4. The Video Works & Services

4.1 OrFactor Productions shall provide the Video Works & Services to the Client in consideration for the Client paying the Video Works & Services Fee to OrFactor Productions, subject to the provisions of this Agreement.

4.2 OrFactor Productions shall use such time and effort as may be necessary to complete the Video Works & Services.

4.3 The Video Works & Services shall be performed by such persons as OrFactor Productions shall in its absolute discretion determine as being appropriate for the Video Works & Services and for the avoidance of any doubt OrFactor Productions may appoint different persons to carry out different elements of the Video Works & Services.

4.4 OrFactor Productions is permitted to use sub-contractors at its absolute discretion to provide some or all of the Video Works & Services without obtaining the consent of the client. 

5. Insurance

 

OrFactor Productions may have in place such insurance policies as they shall decide in their absolute discretion are appropriate to cover any liabilities that may arise from undertaking the Video Works & Services.
 

6. Fees and Payment

 

6.1 A non-refundable deposit of 20% of the total Video Works & Services Fee shall be pavable at the time of booking. No bookings can be accepted or dates reserved or fee agreed or held without such deposit being paid in full in cleared funds and without the booking form being signed accepting these terms.

6.2 The balance payment of the Video Works & Services Fee shall be made by the Client to OrFactor Productions on or before the delivery to the Client of the final edit of the video.
Time for payment shall be of the essence.

 

6.3 OrFactor Productions may charge and the Client shall be liable for any additional expenses, charges and costs (in addition to the Video Works & Services Fee) incurred by OrFactor Productions or by its sub-contractors or on its behalf in carrying out the Video Works & Services.

 

6.4 All amounts stated are exclusive of VAT (if applicable) and any other applicable taxes, which may be charged in addition at the rate in force at the time the Client is required to make payment.

 

6.5 When making a payment the Client shall quote their surname, any reference number and the invoice number.

 

6.6 Interest shall be payable on all outstanding payments from the date the payment fell due to the date of actual payment to the maximum extent permitted by law.

 

6.7 Any delivery date for first cut or final edit of the video agreed by the Parties shall be approximate only and time shall not be of the essence for the purposes of any such date.

 

6.8 Any delay, costs or expenses incurred owing to failure or negligence on behalf of the Client shall incur additional charges, which shall be payable by the Client at the same time as the Video Works & Services Fee.

 

7. Acceptance of the Video Works & Services

 

7.1 The first edit of the video will usually be available within 28 days of the Event but time is not of the essence for the purposes of this clause and this is just a guide only. Depending on the circumstances, timescales can be longer or shorter.

 

7.2 The Client shall be deemed to have accepted the Video Works & Services five days after delivery to the Client. After acceptance the Client shall not be entitled to reject any of the Video Works & Services which are deemed by the Client not to be in accordance with this Agreement.

 

7.2 If the Client wishes to request any adjustments or edits, the Client may do this once only and must request these clearly within the five days as set out above and where these requests are reasonable or arising as a result of an error made by OrFactor Productions, then OrFactor Productions shall use reasonable endeavours to make such adiustments or edits and then resend to the Client.

 

7.3 OrFactor Productions reserves the right to charge an additional fee for any work in connection with additional editing.

 

8. Title and Risk

 

8.1 The Video Works & Services shall be at the Client's risk as from delivery.

 

8.2 In spite of delivery having been made ownership of the Video Works & Services shall not pass to the Client unless:

•     The Client has paid the Video Works & Services Fee in full; and
•     No other sums whatsoever are due from the Client.

9. Limitation of Liability

 

9.1 OrFactor Productions warrants that it will use reasonable skill and care in providing the Video Works & Services.

9.2 Except in the case of death or personal injury caused by negligence, the total liability of OrFactor Productions under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the Video Works & Services Fee. Nothing in this Agreement limits or excludes liability for fraud.

9.3 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other Party of an indirect or consequential nature including without limitation any economic loss.

9.4 Each of the Parties acknowledges that in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement.

 

10. Force Majeure

 

10.1 OrFactor Productions shall have any no liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond their reasonable control including (but not limited to) weather conditions, acts of God, war, riot, fire, labour shortage, unavailability of subcontractor/s, file corruption, technical failure, equipment damage, poor acoustics, poor light levels, interference from guests and third parties, signal losses, and any other occurrence that is outside of their reasonable control.

10.2 In the unlikely event of any such occurrence of the kind referred to in clause 10.1 causing
OrFactor Productions to cease or abort the provision of the Video Works & Services then the balance of the Video Works & Services Fee shall not be payable, however OrFactor Productions shall be entitled to keep the deposit paid and shall also be able to charge for any additional costs and expenses incurred in relation to that Event.

11. Coverage, Shot Selection, Editing and Music etc

 

11.1 OrFactor Productions shall have absolute discretion to decide on the video coverage, shot selection, editing decisions and make all creative decisions as they deem appropriate.

11.2 OrFactor Productions do not provide any warranty that any particular aspect of the Event
will form part of the video coverage.

11.3 Where the Parties have agreed in advance on specific shots, coverage, background, location, group arrangements etc to be included as part of the Video Works & Services, OrFactor Productions will use reasonable endeavours to include these, however owing to a host of factors such as adverse weather conditions, poor lighting levels, and the availability and willingness of subjects etc, OrFactor Productions offer no warranty that that the same will be included. Special requests are not a binding instruction.

11.4 The Client must advise OrFactor Productions at least 7 days in advance of the date of the Event of any particular background music which they would like to accompany the video. Where any such background music is requested, OrFactor Productions shall use reasonable endeavours to source and use this music, however this is subject to availability and copyright. OrFactor Productions does not offer any warranty that a particular piece of background music can be used, and at their discretion may elect to use another suitable piece of background music or no music at all. The Client understands that there may be an additional charge for certain background music if OrFactor Productions has to incur charges to source and or use such music.

 

11.5 Whilst efforts will be made to ensure accurate colours and lighting reproduction, in certain conditions the colours and the lighting may not be accurately reproduced. This may be owing to limitations caused by the factors beyond the control of OrFactor Productions. E.g. mixed indoor & external lighting, harsh shadows, and poor lighting conditions etc. Sound will be captured as accurately as possible within the limitations of the Event and the equipment used.

 

11.6 Whilst efforts will be made to get a good position for the camera to video the Event, due to restrictions imposed on the day, this may not always be possible.

 

11.7 Where the Client requests a specific filming location ( i.e. church, park, etc.), OrFactor Productions will use its reasonable endeavours to obtain permission/s to film at such location/s provided that the Client shall be responsible for any fees that may be levied in obtaining any such consent/s and OrFactor Productions shall not be responsible for any refusal of any such consent/s.

 

12. The Video and Copyright etc

 

12.1 The video shall usually be provided to the Client on DVD and an electronic copy on a USB stick. Additional copies can be requested within 28 days of delivery for an additional charge.

 

12.2 OrFactor Productions shall remain the sole owner of all copyright in the video and all aspects of the Video Works & Services and the brand identity and logo of OrFactor Productions.

 

OrFactor Productions shall have unrestricted right to use all the footage for its own marketing, promotion and publicity purposes in whatever way it deems fit, in whatever form, whether now or at any time in the future throughout the universe without payment to or consent from the Client or any person and at its sole discretion.

 

12.3 The Client agrees that OrFactor Productions may utilise their own logo and branding on the video and be credited at the close of each video without payment to or consent from the Client or any person and at its sole discretion.

 

12.4 Provided that the Client has paid all payments due to OrFactor Productions pursuant to this Agreement, the Client shall have permission to publish and display the video at any time by any means and without any further payment.

 

12.5 The Client may not copy the video footage taken, or allow copies to be made photographically, electronically, or by any other means. Nor can they sell it.

 

13. Termination

 

13.1 Either Party may terminate this Agreement at any time no later than 30 days before the Event by written notice to the other Party.

 

13.2 In the event of the Client terminating the Agreement pursuant to clause 13.1, OrFactor Productions shall retain the deposit and shall also be able to charge for any additional costs and expenses incurred in relation to that Event.

13.3 In the event of the Client terminating the Agreement later than the date in clause 13.1 then the full Video Works & Services Fee shall fall payable with immediate effect from the date of cancellation.

13.4 In the event of OrFactor Productions terminating the Agreement at any time (otherwise than in the circumstances envisaged at clause 13.5), OrFactor Productions shall refund the deposit to Client.

13.5 In the event of OrFactor Productions terminating the Agreement owing to unworkable
conditions, adverse health & safety conditions, or threatening, intimidating or abusive words or behaviour or physical violence towards an OrFactor Productions representative, or any other serious matter whatsoever preventing OrFactor Productions from carrying out the Video Works & Services then OrFactor Productions shall be entitled to immediately cease working and leave the Event immediately (as applicable). In these circumstances, the full Video Works & Services Fee shall remain due and shall be deemed to fall due on the date of such circumstances arising.

14. Event Exclusivity

 

OrFactor Productions shall be the sole professional videographers at the Event. However, there is no restriction on family, friends, and other guests (as applicable) taking photographs and videos throughout the day if they wish to do so and the Client permits.

15. Severance

 

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

16. Third parties 

 

For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

17. Law and jurisdiction

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.