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LIQUONA LTD (referred to as ‘LIQUONA’)

Terms and Conditions

For Clients…

1. ‘Project’ means the entire obligations of ‘we’, LIQUONA as described herein including but not limited to: filming, production, animation, editing and providing the Client with the agreed Deliverables within the agreed time frame. The Project is based upon the Client’s requirements and instructions which will be provided to LIQUONA as detailed in paragraph 8, below (the ‘Brief’). LIQUONA reserves the right to update our standard terms in the future without notice, with the latest version available on the company website: www.liquona.com/terms-and-conditions.

2. ‘Deliverables’ means all videos, materials and information developed by LIQUONA in relation to the Project in any form, including footage, film, video, animation, files, disks.

3. Payment. Unless stated otherwise in the ‘job specification, upon booking LIQUONA, a deposit of 40% of the Total Cost is required before work can start. Once the first draft video/animation is online for preview the middle payment of 40% is required. Once payment is received on the middle 40% invoice, work can continue. The final 20% is due upon completion of the project.

4. LIQUONA is an approved signatory of the Prompt Payment Code and agrees to pay suppliers within 30 days. We ask the same from our clients. Any invoices that are not paid within 45 days of the invoice due date will incur a penalty fee of 5% of the outstanding balance per day.

5. Any project which undergoes a period of inactivity for more than 3 months it will be archived. At the point of archiving we will issue an invoice for any uncharged works. When the project is reactivated we will re-quote for the remaining works against our latest pricing. Archived projects will incur a monthly standing fee of 0.5% of the total amount remaining.

6. When Projects do not reach ‘completion’ due to the Client’s cancellation, or if after a 9 month period the Project has not progressed through a stage of production due to Client’s decisions or inactivity, then LIQUONA reserve the right to close the project and to charge for all work undertaken and costs incurred until the point of cancellation.

7. One (1) day of filming means 12 hours ‘base to base’ from Leatherhead, Surrey. Half (1/2) day of filming means five hours ‘base to base’ from Leatherhead, Surrey. After 12 hours overtime is charged at 1.5 x the crew’s hourly equivalent rate. After 14 hours overtime is charged at 2 x the crew’s hourly equivalent rate.

8. Production crew will wear LIQUONA branded shirts on location unless otherwise agreed.

9. All expenses relating to a Project shall be paid by the Client. Where expenses are likely to be significant, LIQUONA reserves the right to require the Client to pay the full amount of the expected expense in advance. General out-of-pocket expenses incurred during the Project, such as courier charges, travelling and hotel expenses, will be paid by the Client at cost. Where extra expenses are incurred, either as a result of alterations to the original brief or otherwise at the Client’s request, the Client shall pay such expenses.

10. If the client is booking flights on behalf of LIQUONA the client agrees to show flight options to LIQUONA for approval prior to booking.

11. If the client booking accommodation on behalf of LIQUONA the client agrees to show options to LIQUONA prior to booking. LIQUONA expect that each crew member will have their own room.

12. Any additional project charges must be approved by the client at management level, and it is the client’s responsibility to ensure this is done.

13. The agreed brief must be confirmed with LIQUONA in writing before commencement of work and subject only to one set of minor alterations thereafter. The Client warrants that the Brief is accurate. In the event that the Client (i) alters the estimated budget / deliverables after the date of this contract, (ii) causes delay in providing LIQUONA with materials, information, instructions or authorisations, (iii) supplies faulty materials to LIQUONA, or in the event that any other circumstance beyond LIQUONA’ control occurs, the Client may be required to pay extra charges or expenses to LIQUONA and LIQUONA shall not be liable for delays in completion of the Project caused as a result of the events described herein. Major alterations to the Brief, not agreed prior to the commencement of work, can only be made subject to written agreement.

14. Filming Cancellation: If the Client cancels or postpones a booked shoot day with 2 or fewer working days notice of the date of filming the Client must pay 50% of the cost of the shoot day, including the production fee. If cancellation occurs within 1 or less working days of the date of filming, the Client must pay 100% of the cost of that filming, including the production fee.

15. Project cancellation: When the Client cancels a project, the Client agrees to pay 5% of the Total Cost of the project by way of a cancellation fee. In addition the Client agrees to pay for all expenses incurred and all work undertaken, including any expenses related to un-presented work.

16. In the event of any loss, emotional distress, costs, damages, charges or expenses in relation to the videos, the recording, the filming, the video media, hard drives, raw files or the Client caused by illness of LIQUONA staff, equipment failure, or unforeseen circumstances, LIQUONA’s liability will be limited to a maximum of  50% of the cost, with the remaining 50% of loss to be held by the client. Due care will be taken to protect any digital media, but LIQUONA cannot be accountable for any machine error. In the event of any loss caused by unrelated third parties or the client’s choices and actions, the client will cover the cost of the loss.

17. The video lights used can get extremely hot. LIQUONA will take any and all steps necessary to ensure that the video lights (and LIQUONA’ equipment generally) are used in a safe and secure manner and that no damage is caused to any person or property (including the Client’s remises). Due diligence will be employed when using lighting, but LIQUONA cannot be held accountable for any damage to property caused by lights.

18. LIQUONA’ total liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this contract shall in all circumstances be limited to the total amount of any sum paid.

19. If the talent, actors or other individuals used in the production are under the age of 18 it is the Client’s responsibility to obtain permission to include them in the video, making them aware that they may also feature in our portfolio of work and our publicity materials. Contributors will not be used for marketing any other third party, or included works for other clients, unless explicitly agreed.

20. The Client may not contact any of our freelance crews, that are introduced via LIQUONA, for a 12 month period starting from the last date of contact via LIQUONA.

21. When working with agencies LIQUONA requires the client contact to be an Account manager or higher.

22. Any logos, artwork and / or images submitted by the Client must be high resolution and the Client warrants that they have permission to use such items.

23. With respect to any copyright material selected or supplied by the Client, and unless otherwise agreed in writing, the Client will accept responsibility for obtaining the rights to use such copyright materials (including but not limited to music, text and images) that the Client wants to be used as part of a Project. LIQUONA cannot and will not use copyright material unless the rights to use it have been properly cleared by itself or the Client. LIQUONA is not accountable for any breach of copyright or contract introduced by the Client.

24. Videos will be uploaded after each round of changes for client approval. Once feedback is received LIQUONA will take up to 20 working days to make the changes (unless otherwise agreed). The new version of the video is put online. Following the Client’s approval of the final video, delivery will take up to 5 working days. If the Client takes longer than 6 weeks to provide feedback on a video, LIQUONA are no longer accountable to the 20 days, and 5 days for final video delivery.

25. As between LIQUONA and the Client, all intellectual property rights and all other rights in the Deliverables shall be owned by LIQUONA. LIQUONA licenses all such rights to the Client free of charge on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables. If this contract is terminated, this licence will automatically terminate.

26. Unless otherwise agreed, LIQUONA will not supply project or design files to the client.

27. The Client’s usage of the Deliverables is restricted to the specific purpose described in this proposal. If the Client intends that all or any part of the Deliverables will be used in any context other than as indicated in this proposal, prior written agreement (including any additional fees which are required) must be obtained by LIQUONA. All Deliverables shall remain LIQUONA sole property unless otherwise agreed. Any creative proposals, ideas or concepts LIQUONA presents to you remain LIQUONA sole property and may not be used, copied or shared electronically in any shape or form, and may be used by LIQUONA for marketing activities. Any material agreed with the client as confidential will be not be used as marketing material.

28. Ideas and intellectual property created and submitted by LIQUONA in a proposal is the copyright protected property of LIQUONA.

29. LIQUONA keep a master copy of all production files and videos. LIQUONA cannot be held responsible for any damage to such files.

30. LIQUONA will retain a copy of the Client’s final video on our system until it has been approved. This can be for a maximum of 3 months. We can keep productions for longer but the Client will be charged for this service.

31. We are proud of the work we produce and all videos produced by LIQUONA will have a discreet production credit at the end of the video e.g. “Produced by LIQUONA”.

32. While this Agreement is in force and for a period of six months after it ends, the Client must not solicit or offer employment to any LIQUONA staff. If this happens, LIQUONA’ loss has been set at the equivalent of 30% annual salary for each of the employees concerned and the Client must pay us damages equal to that amount.

33. LIQUONA reserve the right to use the completed video works and any supporting footage and behind the scenes photos obtained during the Project for LIQUONA’ own promotions, including in our quote documents, online portfolio and digital channels. We will include the use of the client’s logo on the LIQUONA website.  Exceptions to these terms may be agreed prior to project commencement if the parties agree that such use is not appropriate.

34. LIQUONA reserves the right to refuse to use, publish or broadcast any information it considers obscene or morally unsuitable or which would breach copyrights, or which is libellous, defamatory or illegal. Should such a submission occur, the Client will be advised which information was deemed unsuitable, and requested to amend the information. If the Client can show good reason to use the “unsuitable” information, its inclusion may be considered.

35. LIQUONA staff are not DBS checked. If this is a requirement of any project, the Client shall make LIQUONA aware of this requirement with a reasonable period of notice, and may be required to pay an administration fee if DBS checks are deemed to be necessary by both parties.

36. In the event that a deliverable which has been signed off by the client, subsequently ceases to be used in it’s intended form as a result of a complaint by the public or any other body about the deliverable and the content therein, LIQUONA shall bear no responsibility for the loss of the deliverable or any costs to rectify or replace the deliverable.

These terms and conditions of business, the contract between parties and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For Suppliers…

  1. The Discloser (LIQUONA LTD and all its trading names) intends to disclose information (the Confidential Information) to the Supplier for the purpose of furthering the business activities of the Discloser (the Purpose). This Confidential Information includes (but not exclusively) client contacts, client relationships, product costs, supplier costs, marketing techniques, equipment owned, security information, company documents, company policies, business strategy, client’s video content, rushes video material (both footage used in the final cut and footage ‘off camera’), etc.
  2. The Supplier undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
  3. The Supplier undertakes to keep the Confidential Information secure and not to disclose it to any third party.
  4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Supplier, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
  5. a)  any information which is, or in the future comes, into the public domain (unless as a result of the breach of this Agreement), or
  6. b)  any information which is already known to the Supplier and which was not subject to any obligation of confidence before it was disclosed to the Supplier by the Discloser.
  7. Nothing in this Agreement will prevent the Supplier from making any disclosure of the Confidential Information required by law or by any competent authority.
  8. The Supplier will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.
  9. Neither this Agreement nor the supply of any information grants the Supplier any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
  10. The undertakings in clauses 2 and 3 will continue in force indefinitely.
  11. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
  12. If you appear on camera or your work is included in any of our videos, you assign to LIQUONA the copyright and all other rights in any contributions for use in all media now known or which may be developed in future and you confirm that your contributions will not infringe the copyright, or similar rights, of any third party.
  13. In the light of the need of film production for flexibility, you agree that LIQUONA may edit, adapt, or translate your contributions and you agree not to exercise any “moral rights” you may have against LIQUONA LTD in respect of any uses of your contributions pursuant to this Agreement or against any third parties who have been authorised by LIQUONA.
  14. You agree that your contributions will not bring LIQUONA or their client in to disrepute or be defamatory but you will not be liable in respect of defamatory material which is included without negligence or malice on your part.
  15. LIQUONA agrees to pay all supplier invoices within 30 days.
  16. The supplier may not contact any of our clients that they are introduced to through working with LIQUONA for a 12 month period starting from the last date of contact through LIQUONA.
  17. Unless otherwise agreed, one (1) day of filming means ten hours ‘base to base’ from Leatherhead, Surrey. Half (1/2) day of filming means five hours ‘base to base’ from Leatherhead, Surrey. After 12 hours, overtime is charged at 1.5 x the agreed hourly equivalent rate. After 14 hours overtime is charged at 2 x the agreed hourly equivalent rate. Overtime is not payable on travel days.

For Work Experience Placements…

  1. ‘Student’ means the person who undertakes the work experience placement. An offer of short term work experience to a student is NOT to be considered as any offer of employment.
  2. The student on the placement is NOT an employee or ‘worker’ of LIQUONA and is NOT entitled to receive the national minimum wage (NMW).
  3. There is no promise of subsequent employment during a work experience and none should be assumed.
  4. Whilst enjoying the work experience placement there is no formal obligation on the student to turn up each day or to stay for the duration of the placement offered.
  5. During the work experience placement, a contribution toward all or part thereof the student’s travel costs may be payable, subject to prior approval with LIQUONA. During the work experience placement, a lunch allowance of three pounds per day will be offered to the student, unless lunch is provided by any other means on any given day.

For all who engage with us…

  1. If you make contact with us via email, the website, in person, via phone or any other medium, you give your consent for us to maintain that contact with you via  our monthly newsletter mailing list. You can unsubscribe from this newsletter at any time. If you do not wish to be added to our mailing database please tell a member of our staff.
  2. Calls with our office or any member of staff may be recorded.

 

For scoping, pitching, bidding and consultations..

  1. If you require a presentation at your place of work, we will charge the cost of travel to your site. Cost is calculated at 50 pence per mile or the incurred public transport fare. The cost of the staff time to attend your site will also be charged at our standard hourly rates, available upon request, chargeable from the attending staff leave our Leatherhead office to when they return.
  2. These charges apply to meetings with companies for whom we have not previously worked, who have invited us to attend their site in order for us to bid for their work.
  3. We do not charge for the time spent to prepare bids.