TERMS AND CONDITIONS OF COMMISSIONING AND USAGE OF VIDEO PRODUCTION FROM SWAMP LTD

Definitions & General Terms

In these Terms and Conditions the words ‘SWAMP’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Swamp Ltd, a UK registered limited liability company.  The words ‘client’ and ‘customer’ refer to the party who commissioned, organised and/or funded the work and any person or organisation acting on their behalf.

These Terms and Conditions apply to all video, image and associated audio product created by SWAMP, including all moving and still images and sound recordings of whatever form.

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 SWAMP for any delays or failure to deliver the agreed product if caused by any element which is the Client’s responsibility.

Where copyright material is provided by the client for incorporation into a SWAMP production, permission must be obtained from the original copyright owner / material provider.

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

A full production brief must be signed off by the Client before production work begins.

Production and post-production

All works undertaken will be as per SWAMP’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 and / or editing 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.

SWAMP 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. 

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

Insurance

SWAMP carries public liability insurance cover of five million pounds.  A copy of our insurance certificate can be provided upon 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. 

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.

‘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 reschedule 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).

Changes to the filming schedule

In the event of the Client wishing to change or cancel the filming date we require a minimum of seven days notice. Failure to comply will result in the Client becoming 100% liable for all costs associated with the originally scheduled dates.

Equipment substitution

In the event that SWAMP 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.

Approval / amendments of draft footage

Under normal circumstances one ‘first cut’ edit will be available for the Client for review and comment. Two sets 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 our editing day rate. 

Project duration and delivery

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

Copyright

SWAMP asserts its full rights as copyright owner of all material that has been captured, processed and/or produced by us, whether or not such material forms part of a finished project.  The copyright of all produced material is solely owned by SWAMP and is protected under UK law. 

Usage licence – rights to the use of project content

Where the Client provides material to us for inclusion in any project, including but not limited to logos, images, trademarks, footage and audio, the relevant permission must be obtained in advance from the original copyright holder. By accepting these terms and conditions, the Client hereby indemnifies SWAMP against any possible claims, disputes, expenses or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material. 

We retain all rights to the usage of footage captured during the production of any client-commissioned project. As part of our video production service, we will grant a non-exclusive licence for use of that footage to the Client subject always to the following express condition:

SWAMP retains all copyright over any content we produce. A usage licence grants the Client permission to use the content in the state in which we provide it to the Client. Permission is not granted to re-edit, copy or alter the content in any way.

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

SWAMP 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.

SWAMP retains 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

SWAMP reserves the right to request a 50% deposit up front before beginning any work. 

Once the project(s) have been completed the Client will be invoiced and the full balance of remaining payment is due in accordance with our payment terms. There are no exceptions to this i.e. if the client decides they no longer want the work, they are still obliged to pay for the work that has been done. Non-payment will result in legal action being taken if necessary. Once full payment is received for the work, it is assumed that the project has been completed to the client’s satisfaction and no refunds can be offered.  

SWAMP agrees that the fee the client owes will cover in full all of the work listed in the initial quote. The client agrees that if asked to make changes or do other work for the client that is not covered in the original quote, new rates will be applied to this work and this payment will be in addition to all other amounts owed by the client. The client also agrees that if they ask SWAMP to do work outside the scope of the initial quote, extra time will be required and will be chargeable.

Any payment returned by the bank or credit card company due to errors on invoices will incur a £50.00 administration charge. This will be invoiced and will be added to the total outstanding debt owed by the client.

SWAMP reserves the right to alter prices at any time without notice. If a client has commissioned any services from SWAMP prior to a change in prices, that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.

Our payment terms are strictly 30 days from the date of invoice and in the event of an order being confirmed the Client accepts these terms. 

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. SWAMP 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 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.

Expenses

SWAMP reserves the right to charge a 10% admin fee on any expenses accrued for the purposes of the production. 

Miscellaneous

The client agrees that SWAMP is an independent contractor and not an employee of the client. Although the client will provide general direction to SWAMP, SWAMP will determine, in its sole discretion, the manner and ways in which SWAMP creates the video(s) for the client. The work that SWAMP creates for the client under this agreement will not be deemed a “work-for-hire”. Whatever rights SWAMP grants are contained in this document.

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 SWAMP under UK law.

SWAMP reserves the right to change or modify any of the terms and conditions.