Terms and Conditions
Additional time, services or deliverables requested beyond what is laid out in this quote may attract further fees. Payment of 100% of project cost is required within 30 days of invoice, submitted on sign-off of ‘Deliverables’ as specified.
Acceptance of this quotation also denotes acceptance of AJR FILMS standard Terms of Service. Thank you for the
opportunity to quote for this project!
The Production Company (AJR FILMS) hereby agrees to produce and deliver to the Client all Project Deliverables subject to
and in accordance with all terms, conditions, and specifications set forth herein.
- For the production to sign appropriate agreements not to discuss or disclose information about the product or the Project Deliverables except as such disclosure may be necessary for Production Company to produce Project Deliverables in the usual and customary manner under this Agreement.
- It is the essence of this Agreement that all completed Project Deliverables and services supplied by Production Company shall be of applicable production standards. Production Company agrees that the deliverables shall be of quality,
- It is understood that Production Company’s status under this Agreement is that of an independent contractor and artistically produced with direction, photography, sound, art, animation, synchronization and other physical and aesthetic content as agreed upon in the Agreement. that all persons engaged by Production Company in performing its obligations shall not be deemed employees of Client.
PRODUCTION COMPANY WARRANTIES
- Production Company represents and warrants:
A. That Production Company has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations.
B. That Production Company will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Project Deliverables.
- Contracting Client represents and warrants:
A. That Client has full right to enter into this Agreement and to perform its obligations hereunder and will
1. FURNISHING MATERIALS, SERVICES, & RELEASES
Production Company shall deliver the completed Project Deliverables pursuant to this Agreement. On request, Production Company shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Production Company in connection with the Project Deliverables to the extent permissible by applicable union
or guild agreements. Production Company shall supply everything else required for the delivery of the Project Deliverables unless exceptions are so noted.
2. CHANGES IN SPECIFICATIONS
If at any time, Client desires to make any changes or variations from the completed project, script(s), storyboard(s) or from any material or work in progress and such changes result in additional costs to Production Company beyond what is originally quoted for a Project, including person hours, reimbursement for such additional costs shall be payable in accordance with the Terms of this Agreement.
Prior to full payment of project rate, Production Company holds all rights, title and interest in and to all Project Deliverables, including all raw media, out-takes, unused stills, footage and clips. Upon full payment of project rate, licensing of the Project Deliverables only is transferred to the Client as specified in corresponding quotation or proposal document. Specified ‘Deliverables’ or any other purchased products of projects are licensed for worldwide and perpetual use by the Client only (as per terms of corresponding quotation or proposal document) and licensing is not comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Production Company is a signatory.
B. Client shall pay Production Company within 30 days of sign-off of Project Deliverables.
DELIVERY OF MATERIALS
- Delivery of the Project Deliverables shall mean delivery of the referenced deliverables in approved project proposal or quote document.
- Client understands that the specified terms of payment under this Agreement are based upon timely cash permitted to be transferred, given or sold to any third party unless for one-off, exclusive and direct promotion of the Client
or the goods/ services it provides. Any variation from this must be negotiated and agreed upon in writing by both
Production Company and Client.
- Payments within 30 days. For any late payments, Client will be charged at the Production Company’s discretion an
additional 10% on unpaid amounts until paid, compounded monthly.
- Client agrees to indemnify, defend, and hold harmless
- Production Company and its officers, employees, agents and licensees from and against any and all claims, actions,
damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this
- Production Company understands that some information for said Project Deliverables may be of a confidential and/or
sensitive nature. Production Company agrees, at Client’s written request, to require, within reason, those engaged
- Client shall indemnify Production Company against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content. connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Production Company from payment of any such taxes.
- This Agreement may not be assigned by either party without the written consent of the other.
- Client shall obtain, pay for and maintain Professional Liability Insurance covering all intellectual property right
infringement(s) that arise from any and all uses of the media. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Production Company prior to the commencement of preproduction of any project. Client will indemnify, defend and hold harmless Production Company for any and all claims, demands, actions including defence costs and attorney’s fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Production Company’s coverage.
CONTINGENCY AND WEATHER DAYS
- A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to
circumstances beyond the control of the production company.
- These circumstances may include but should not be limited to:
(1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of Client-supplied elements (e.g. key talent, colour correct products).
(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of
war, strikes, labour unrests, civil authority, terrorism, and acts of God).
(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
- The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted
industry cancellation practices.
- The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost.
This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).
CANCELLATION AND POSTPONEMENT
- A cancellation or postponement is defined as a rescheduling of the production to a later specified date caused or directed by Client or a total cancellation of the project. If the Production Company blocks out a specific
period of time with the agreement that it represents a firm commitment from the Client, then the Production Company
makes no further efforts to sell the time.
A. If notice of cancellation/postponement is given to the Production Company by the Client ONE TO TEN WORKING DAYS
prior to the commencement of the shoot, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs;
(2) Full director’s fee as bid; and
(3) Full production fee on the job as bid. (NO REFUND)
B. If notice of cancellation/postponement is given to the Production Company by the Client ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs;
(2) Not less than 50% of director’s fee as bid; and
(3) Not less than 50% of production fee on the job as bid.
C. If notice of cancellation/postponement is given to the Production Company by the Client MORE THAN FIFTEEN
WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:
(1) All out-of-pocket costs;
(2) Not less than 25% of the director’s fee as bid; and
(3) Not less than 25% of the production fee on the job as bid.
- Unless notified in writing by Client, Production Company has an unlimited and perpetual license to use finished media(s) for promotional purposes.
- The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.
ENTIRE AGREEMENT AND MODIFICATION
- This Agreement and any Addenda attached hereto shall constitute the entire agreement between Production
Company and Client. Any amendment hereto must be in writing and signed by each party.
- Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
- If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.
- In connection with its performance hereunder, Production Company agrees not to discriminate against any employee or
applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by federal, state or local law.
- Any equipment’s damaged by clients or client’s representatives; Client’s will be liable to bear the expenses. The client must take responsibility of the equipment’s safety from their representative.