Terms & Conditions
Website Terms and Conditions
Last updated: July 27, 2022
Please read these terms and conditions carefully before using Our Service.
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: United Kingdom
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Reel Film Media Ltd, Reel Film, The Haybarn, Parkhill, Walton Road, Wetherby, LS22 5DZ.
Device means any device that can access the Service such as a computer, a mobile phone or a digital tablet.
Service refers to the Website.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Reel Film, accessible from www.reel-film.co.uk
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Termination
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
By email: [email protected]
Production Services Terms and Conditions
Last updated: July 27, 2022
Please read these terms and conditions carefully before using Our Production Services
1. Definitions and interpretation
Bribery Laws |
means the Bribery Act and any similar or equivalent legislation in any other relevant jurisdiction |
Business Day |
means a day when banks generally are open for non-automated business in England; |
Conditions |
means the Supplier’s terms and conditions of supply set out in this document; |
Confidential Information |
means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; |
Contract |
means the agreement between the Supplier and the Client for the supply and purchase of Services; |
Controller |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Client |
means the person who purchases the Services from the Supplier and whose details are set out in the Contract; |
Contract |
means the document(s) specifying the Services as agreed by the Client and the Supplier whether or not described as “Contract”; |
Data Protection Laws |
means, as binding on either party or the Services: (a) the UK GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; |
Data Subject |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Film |
means the final version of the footage created by the Supplier pursuant to the Contract; |
Force Majeure |
means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay; |
Intellectual Property Rights |
means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing; |
International Organisation |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Personal Data |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Price |
has the meaning set out in clause 3.1; |
Processing |
has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly); |
Processor |
shall have the meaning given to it in applicable Data Protection Laws from time to time; |
Protected Data |
means Personal Data received from or on behalf of the Client in connection with the performance of the Supplier’s obligations under the Contract; |
Services Shoot Day Shoot Day Rate |
means the Services set out in the Contract and to be performed by the Supplier for the Client; means the date agreed between the Supplier to the Client as the day on which filming is to take place; means the amount indicated in the Contract as the fee for a day’s filming and in the absence of any such indication the Supplier’s normal charge as at the date of filming; |
Sub-Processor |
means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Client in respect of the Protected Data; |
Supplier UK GDPR |
means Reel Film Media Limited (company number 09464656) whose registered office is at The Haybarn, Walton Road, Wetherby, United Kingdom LS22 5DZ: means the General Data Protection Regulation, Regulation (EU) 2016/679 as it is applied in the UK from time to time; |
VAT |
means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services. |
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 any heading in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 means the General Data Protection Regulation, Regulation (EU) 2016/679 as it is applied in the UK from time to time;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a gender includes each other gender;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
2. Application of these conditions
2.1 These Conditions and the Contract apply to and form part of the Contract and any other contract between the Supplier and the Client.
2.2 No terms or conditions supplied by the Client shall form part of the Contract;
2.3 No variation of these Conditions or of the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.
2.4 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
3. Price
3.1 The price for the Services shall be as set out in the Contract or, in default of such provision, shall be calculated in accordance with the Supplier's scale of charges (Price).
3.2 The Client shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
4. Payment
4.1 The Supplier shall invoice the Client for the Services as set out in the Contract or alternatively on completion of any element of the Services.
4.2 The Client shall pay all invoices in full to the Supplier’s bank account without deduction or set-off, in cleared funds as provided in the Contract and in the absence of any such provision within 14 days of the date of each invoice.
4.3 Time of payment is of the essence of the Contract. In the event of delay or failure to pay the Supplier may suspend performance of the Services and such suspension shall not of itself operate to terminate the Contract.
4.4 In the event of late payment, administrative charges and interest will be paid by the Client in accordance with The Late Payment of Commercial Debts regulations in force in the UK from time to time.
4.5 The Client shall promptly raise any query regarding an invoice received from the Supplier. If no query has been raised by the end of the second Business Day following delivery of the invoice that invoice and the work to which it relates shall be deemed accepted by the Client.
5. Performance
5.1 The Contract shall be deemed performed on completion of the Services as specified in the Contract.
5.2 Any delay or defect in performance of any element the Services shall not entitle the Client to cancel any other part of the Contract.
5.3 Unless stated otherwise in the Contract, time for performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are a statement of intention only.
5.4 The Client has provided and shall provide the Supplier with all relevant, full and accurate information as to the Client’s business and needs. The Supplier shall not be liable for any delay in or failure of performance caused by the Client’s failure to provide the Supplier with accurate and adequate instructions, feedback, approval, authority, consent, information, material or access to site or personnel.
6. Warranty
6.1 The Supplier warrants that the Services shall:
6.1.1 conform in all material respects to their description and the Contract;
6.1.2 be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
6.1.3 be fit for any purpose set out in the Contract.
6.2 The Supplier shall, at its option, remedy, re-perform or refund the cost of any element of the Services that does not comply with clause 6.1.
6.3 These Conditions shall apply to any Services that are remedied or re-performed.
6.4 Except as set out in this clause the Supplier:
6.4.1 gives no warranties and makes no representations in relation to the Services; and
6.4.2 shall have no liability for their failure to comply with the warranty in clause 6.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
7. Anti-bribery
7.1 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
7.1.1 all of that party’s personnel;
7.1.2 all others associated with that party; and
7.1.3 all of that party’s sub-contractors;
involved in performing the Contract so comply.
7.2 Without limitation to clause 7.1, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
7.3 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 7.
8. Indemnity
The Client shall reimburse Supplier for all pre-payments and costs made by Supplier on behalf of Client, which have not previously been included in any payment for Services and which have been approved by Client, such approval not to be unreasonably withheld or delayed.
9. Limitation of liability
9.1 Subject to clauses 9.3 and 9.4, the Supplier’s total liability shall not exceed the sum paid to the Supplier by the Client under the Contract.
9.2 Subject to clauses 9.3 and 9.4, the Supplier shall not be liable for consequential, indirect or special losses or for any of the following.
9.2.1 loss of profit;
9.2.2 loss or corruption of data;
9.2.3 loss of opportunity;
9.2.4 harm to reputation or loss of goodwill.
9.3 The limitations of liability set out in clause 9.2 shall not apply in respect of any indemnities given by the Supplier under the Contract.
9.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
9.4.1 death or personal injury caused by negligence;
9.4.2 fraud or fraudulent misrepresentation;
9.4.3 any other losses which cannot be excluded or limited by applicable law.
10. Intellectual property
10.1 The Supplier shall indemnify the Client from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Client:
10.1.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
10.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
10.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
10.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
10.1.5 does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client.
10.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
10.2.1 procure for the Client the right to continue receiving the benefit of the relevant Services; or
10.2.2 modify or replace any part of the Services so as to avoid the infringement or alleged infringement, provided the Services continue to comply in all material respects with the Contract.
10.3 The Supplier's obligations under clause 10.1 shall not apply to Services modified or used by the Client other than in accordance with the Contract or the Supplier’s instructions. The Client shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
10.4 The Supplier shall be entitled as sole owner to all Intellectual Property Rights in and relating to the material developed, produced or improved by the Supplier in the course of providing the Services (“the Material”) other than the Film.
10.5 The Supplier shall be entitled to use the Material and (subject to any non-disclosure agreement between the parties) the Film or any part of them for the purpose of promoting its own business. Subject as aforesaid, the Client grants the Supplier a non-exclusive non-assignable licence to use the Film for that purpose.
10.6 To the extent that the Supplier can grant the same, the Client shall be entitled as sole owner to all Intellectual Property Rights in the Film. The Supplier shall use its best endeavours to provide the Client with a non-exclusive non-assignable licence to use for the sole purposes of the Film any copyrighted imagery or music included in the Film.
11 Confidentiality and announcements
11.1 Each of the parties hereto shall keep confidential all Confidential Information of the other party and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
11.1.1 any information which was in the public domain at the date of the Contract;
11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
11.1.3 any information which is independently developed by either party without using information supplied by the other party; or
11.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract
except that the provisions of clauses 11.1.1 to 11.1.3 shall not apply to information to which clause 11.4 relates.
11.2 This clause shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.
11.3 Neither party shall make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
11.4 To the extent any Confidential Information is Protected Data (as defined in clause 12) such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions of clause 12.1.
12. Processing and personal data
12.1 The parties agree that the Client is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to the Supplier in respect of Protected Data shall at all times be in accordance with Data Protection Laws. The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
12.2 If the Supplier believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
12.3 The Supplier shall remain fully liable to the Client under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
12.4 The Supplier shall (at the Client's cost):
12.4.1 assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the UK GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Supplier; and
12.4.2 taking into account the nature of the processing, assist the Client, insofar as this is possible, to meet its obligations to respond to requests for exercising the Data Subjects’ rights in respect of any Protected Data.
12.5 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written consent of the Client.
12.6 The Supplier shall make available to the Client such information that is in its possession or control as is necessary to demonstrate the Supplier's compliance with the obligations placed on it under this clause 12.
12.7 On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, the Supplier shall either return all of the Protected Data to the Client or securely dispose of the Protected Data except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 12 shall survive termination or expiry of the Contract.
13. Cancellation
13.1 The fees payable on cancellation or postponement as set out in this clause are subject to the addition of or may be increased by the amount of any damages due to the Supplier for breach of contract.
13.2 If for any reason whatsoever the Client cancels the Contract or any part of it or postpones any of the Services the Client shall upon receipt of invoice immediately pay the Supplier the cost of all time spent and all expenses incurred directly or indirectly on provision of the Services prior to such cancellation or postponement.
13.3 In addition to any sums payable under subclauses 13.1 and 13.2 the Client will upon receipt of invoice immediately pay the Supplier’s charges for cancellation or postponement of a Shoot Day as follows:
13.3.1 cancellation more than 7 days prior to a Shoot Day - 50% of Shoot Day Rate
13.3.2 cancellation less than 8 days but more than 48 hours prior to start of a Shoot Day - 100% of Shoot Day Rate plus 25% of the cost of the Supplier’s planned edit time
13.3.3 cancellation within 48 hours prior to start of a Shoot Day – 100% of Shoot Day Rate plus 50% of the cost of the Supplier’s planned edit time
13.3.4 postponement more than 48 hours prior to start of a Shoot Day – 25% of the Shoot Day Rate
13.3.5 postponement less than 48 hours prior to start of a Shoot Day – 50% of the Shoot Day Rate
14. Force Majeure
14.1 A party shall not be liable if delayed in or prevented from performing any part of its obligations due to Force Majeure, provided that it:
14.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
14.1.2 uses best endeavours to minimise the effects of that event.
14.2 Inability to meet a financial obligation shall in no circumstances amount to Force Majeure.
15. Terminataion
15.1 In addition to any provisions for termination contained in the Contracts, either party hereto may terminate the Contract or any other contract between the parties at any time by giving notice in writing to the other party if the other party:
15.1.1 commits a material breach of Contract and such breach is not remediable;
15.1.2 commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
15.1.3 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.1.4 seeks to make any compromise with its creditors or appears unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
16. Notices
16.1 Any notice given by a party under these Conditions shall:
16.1.1 be in writing and in English;
16.1.2 be sent to the relevant party at the address set out in the Contract.
16.2 Notices may be given, and are deemed received:
16.2.1 by hand: on receipt of a signature at the time of delivery;
16.2.2 by first class post within the UK: at 9.00 am on the second Business Day after posting;
16.2.3 by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
16.2.4 by email on receipt of a read receipt email from the correct address.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1.
16.4 All references to time are to the local time at the place of deemed receipt.
16.5 This clause does not apply to notices given in legal proceedings or arbitration.
17. Entire Agreement
17.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
17.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
18. No partnership or agency
18.1 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Save as set out in the Contract, neither of the parties shall have, nor shall represent that they have, any authority to make any commitments on behalf of the other party.
19. Waiver
19.1 A waiver of any term, provision, condition or breach of the Contract by either party hereto shall only be effective if given in writing and signed by that party, and then only in the instance and for the purpose for which it is given.
20. Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Contract the terms of the Contract shall prevail.
21. Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
22. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).