Video Brochures Direct Terms and Conditions
“The Company” shall mean Video Brochures Direct. “Buyer” shall mean the person, firm or company to whom the goods are offered, and shall include, as the case may be his legal personal representatives, successors or permitted assigns. “Goods” means the goods supplied by the Company to the Buyer under these Terms and Conditions of Sale.
- Except where otherwise agreed in writing all orders are accepted subject to the following conditions of sale. These conditions shall take precedence over any other terms and conditions, and the acceptance of an order does not constitute recognition of terms or conditions other than the Company’s own. Where any one or more conditions are waived this shall in no way affect or alter the validity of the other conditions herein contained.
- All prices are for the finished and packed Goods unless specified to the contrary. The Company reserves the right to increase the price of Goods to reflect any increase in the Company’s costs which is due to any factor beyond the Company’s control (such as, without limitation, alteration of duties or taxes, significant increases in the cost of labour material or other costs of manufacture), quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
- The details contained in our leaflets, descriptions and quotations, drawings, illustrations, technical data, specifications relating to dimensions and performance are not binding unless they have been confirmed by us in writing. The Company reserves the right to supply Goods conforming to the latest design and specifications and the right to make any changes to the specifications of its products.
- All tools, equipment, etc. shall remain entirely the Company’s property even when part of the cost of such items is invoiced to and paid by the Buyer.
- The Company shall dispatch Goods by the most appropriate method which may be by post, private or public carrier.
- Times or dates for delivery or performances are business estimates only and not contractual obligations of the Company. Times therefore will not be the essence of the contract and providing the Company makes delivery within a reasonable time (taking into account all the circumstances) the Buyer will be bound to accept delivery if made after the date fixed, and shall not be entitled to repudiate the contract or claim damages in respect of late delivery.
- Subject to the other provisions of these Terms and Conditions of Sale including the conditions set out below, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
- The above warranties are given subject to the following conditions which shall exclude, restrict or modify the above warranties to the full extent permitted by law:
(a)The company shall be under no liability in respect of any defect arising from any drawing or specifications supplied by the Buyer.
(b) The Company shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment.
(c) Any claim by the Buyer which is based on any defect in the quantity or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the company in writing within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly), the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure.
(d) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or the failure to meet specification is notified to the Company in accordance with these conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, supply equivalent Goods, repair the Goods, pay the cost of replacing the Goods or of acquiring equivalent Goods, or pay the cost of having the Goods repaired, but the Company shall have no further liability to the Buyer.
(e) The Company shall not be liable to the buyer by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the company’s negligence, or the negligence of the Company’s employees or agents or otherwise) which arise out of or in connection with the supply of Goods or their use, except as expressly provided in these conditions or except to the extent implied by statute.
(f) The Company shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control.
(g) The Company shall not be liable for any unforeseeable damages.
(i) Act of god, explosion, flood, tempest, fire or accident:
(ii) War or threat of war, sabotage, insurrection, civil disturbance or requisition:
(iii) Import or export regulations or embargos:
(iv) Strikes, lock-outs or other industrial actions or trade disputes (whether involving the company’s employees or employees of a third party):
(v) Difficulties in obtaining raw materials, labour, fuel, parts or machinery:
(vi) Power failure or breakdown in machinery, delays caused by transportation or lack of transportation facilities:
(h) The estimated date of delivery is to be extended until the cessation of the effect of such matters listed above, and that where the delay continues for more than 6 months, the company is entitled to give the Buyer notice of repudiation of the contract with respect to Goods not delivered.
- Payment shall be a 50% deposit upon the agreement of a purchase order and the balance strictly upon delivery unless other written terms have been agreed. The Company shall be entitled to interest calculated daily at 10% p.a. above the prevailing bank Base Lending Rate on all amounts overdue accruing from the due date for payment until the date of receipt of payment by the Company.
- Any agreements, warranties or offers made by the company’s representative or agents are not binding unless and until they have been confirmed in writing by the company.
- The Buyer accepts that Goods ordered by him are suitable for the purpose for which they are intended and (save to the extent that any such warranty is not excludable) all warranties implied by statute as to the suitability of the Goods for any particular purpose are hereby excluded. The Company does not undertake to take back to stock for credit or otherwise, any unwanted or surplus Goods or material which the Buyer or any other customers may have on their hands.
- Where Goods are at the Buyer’s request made and supplied by the Company other than to the Company’s own specification the Company accepts no liability whatsoever for infringement or alleged infringement of any letters, patents, registered designs or similar rights in respect therefore and the buyer will indemnify the Company against such claims on a full indemnity basis.
- The interpretation and the purpose of this contract and of these conditions will be governed by the Laws of Florida.
- The Buyer must pay Sales Tax on a Taxable Supply made to it under this agreement. It must do so at the same time and in the same manner as it is required to pay the consideration for the Taxable Supply to which the Sales Tax relates. The Company must issue a tax invoice in the format required by law to the Buyer for the Taxable Supply. The tax invoice must set out the amount of the Sales Tax payable by the Buyer. The tax invoice must be issued at the same time as the consideration for the Taxable Supply is due.
- Under this agreement, the Buyer grants the Company permission to use images and samples of the Buyers Goods strictly for the purposes of marketing and self-promotion. They are not to be resold to any other third party.
Video Brochures Direct Production Terms and Conditions
In these Terms and Conditions the words ‘Video Brochures Direct Production’ ‘VBD’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Video Brochures Direct a registered company. The words ‘client’, ‘clients’ and ‘customer’ 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 created by Video Brochures Direct, including all moving and still images and sound recordings of whatever form. The interpretation and the purpose of these terms and conditions will be governed by the Laws of Florida.
- Pre-production requirements
Where copyright material is provided by the client 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, must be obtained by the client. The client undertakes to indemnify Video Brochures Direct against any future possible claims, disputes, expenses or costs arising from the use of such material, without time limit. No liability will be accepted by Video Brochures Direct for any delays or failure to deliver the agreed product if caused by any element which is the clients responsibility. A full production brief must be signed off by the client before production work begins.
- Quotes & Production
All works undertaken by Video Brochures Direct will be as the written quotation states; this being based upon the agreed production brief. Once the client accepts the quotation and pays the specified 50% deposit, Video Brochures Direct will begin providing video production services upon the agreed date. Any amendments or additional days filming will be charged at the current hourly rates. Cancellation within 48 hours of the scheduled time will incur a $1,000 cancellation fee. Subsequent filming will revert to the agreed rate. If filming venues are being organised by the client, it is the client’s responsibility to ensure that our production crew 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.
The quotation will include;
(a)any licensing or other fees to obtain or maintain a license for the client for any music or other creative artistic work and/or obtaining any relevant sub-licenses.
(b) talent hire if required
- 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 re-schedule the affected days of filming and to charge for any additional costs which arise. A cancellation within 48 hours of the scheduled time will incur a $1,000 cancellation fee. No refund or credit will be given in respect of costs associated with the delayed or aborted original filming day(s).
- Approval/amendments of draft footage
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. Amendments or additional days filming will be charged at the current hourly rates.
- Project duration and delivery
Any indication given by Video Brochures Direct of the project’s duration is to be considered by the client to be an estimation. Video Brochures Direct will do everything possible to meet specific deadlines, providing there is clear communication, prompt payment and regular feedback from the client. Video Brochures Direct will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.
Upon payment in full Video Brochures Direct grants the client a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the client’s own business purposes. However, the client must not copy or use any of the Intellectual Property for any other purposes, or permit any act to be done, that infringes Video Brochures Direct (or its licensors’) intellectual property rights including music.
- Usage license – rights to the use of project content
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 time-unlimited license for use of that footage to the client subject always to the following express conditions:
(i)Video Brochures Direct retains all copyright over any content we produce. A usage license 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 unless this is expressly agreed in writing.
(ii) We reserve the rights to use any footage and related files from any client-commissioned project in our showreels and for other promotional purposes.
(iii) Provided that all monies due to us from the client have been received as cleared funds in our nominated 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 license 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 license to any client or
(b) the material contains trademarks or specific intellectual or imagery copyrighted by the client.
Our payment terms are strictly 7 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 final invoices as to be calculated at the prescribed rate of 10% per annum. We will exercise our statutory right to claim interest and compensation for debt recovery costs if we are not paid according to the agreed payment terms.
- General Provisions
This agreement does not create any employment, partnership, agency or joint venture relationship between the client and Video Brochures Direct. The client may not assign any of its rights or obligations under these Terms without Video Brochures Direct prior written consent. These Terms may only be amended or varied by written agreement of the parties. During the Term and for a twelve-month period thereafter, the client agrees not to solicit, employ, or attempt to employ, directly or indirectly any Video Brochures Direct employees or contractors unless prior written consent has been obtained. The Buyer must pay Sales tax on a Taxable Supply made to it under this agreement. It must do so at the same time and in the same manner as it is required to pay the consideration for the Taxable Supply to which the Sales Tax relates. The Company must issue a tax invoice in the format required by law to the Buyer for the Taxable Supply. The tax invoice must set out the amount of the Sales Tax payable by the Buyer. The tax invoice must be issued at the same time as the consideration for the Taxable Supply is due.