CONTRACT TERMS AND CONDITIONS
GENERAL CONTRACT TERMS AND CONDITIONS.
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
SO IN SHORT;
You (“You”) are hiring us, One Marketing Ltd, T/A Kinematiks (“We or Us”) to:
- Design and deliver video content
For the estimated total price provided. Of course it’s a little more complicated, but we’ll get to that.
WHAT DO BOTH PARTIES AGREE TO?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
GETTING DOWN TO THE NITTY GRITTY
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We may use visuals or storyboards to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’
You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or private Vimeo account with you and we’ll have regular, possibly daily contact.
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.
We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we will show that as a separate estimate.
GRAPHICS AND PHOTOGRAPHS
If you are supplying photographs, video clips or graphic files they should be provided in a suitable format.. You should supply photographs in a high resolution digital format. If you choose to buy stock material, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
Generally, we provide a turnkey service. That means that we deliver to you a finished product as agreed in our initial brief. On-going technical support should not be required. Any work required to adapt the product supplied for future use is considered as a separate project and will be quoted separately.
A support contract and SLA can be provided, if required and we can provide a separate estimate for that.
CHANGES AND REVISIONS
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of hours that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
INTELLECTUAL PROPERTY RIGHTS
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, film, audio, images, or artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, film, audio, images, or artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, film, audio, images, or artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the film, video or other product we design for you plus the visual elements that we create for it. We’ll give you the finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images and data you provided, unless someone else owns them. We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
DISPLAYING OUR WORK
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
25% of the total contract price on acceptance of the contract.
25% of the total contract price on completion of the discovery phase.
25% of the total contract price on delivery of the design, script or storyboard proposals.
25% of the total contract price on completion of the project as agreed.
For long-running projects we may agree a schedule of monthly payments.
Any disbursements including necessary bought-in goods and services, pre-quoted, will be invoiced separately for immediate payment.
We issue invoices electronically. Our payment terms are 30 days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in GB Pounds and payments will be made at the equivalent conversion rate at the date the transfer is made. You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 2% per month or part of a month.
BUT WHERE’S ALL THE HORRIBLE SMALL PRINT?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission. We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.