Terms of Service
1. WORK AND PAYMENT
1.1 Project.
The Client is hiring the contractor to do the following: [Project Scope] as further outlined in [Retention for deliverables]
1.2 Schedule.
The Contractor will begin work on [start date] and will continue until the Contract is ended [end date]. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term & Termination.
1.3 Deliverables.
The Contractor will be responsible for the deliverables as set out within Section 1.1 Project, to be supplied to the Client upon either project completion or agreed deadline date. The Contractor will typically be available to the Client from the hours of 10:00 to 18:00, Monday through to Friday. The Contractor may agree to be available outside of these hours, but any projects undertaken outside of those that the Client & Contractor explicitly agree to do will be billed separately at a rate of OVERAGES RATE (GBP) per hour.
1.4 Payment.
The Client will pay the contractor on an ongoing rate of RETAINER RATE per month. Of this, the Client will pay the Contractor a non-refundable deposit of DEPOSIT RATE before work commences, to be deducted from the first invoice payment. This deposit is non-refundable due to the nature of the Contractor reserving their schedule on behalf of the Client.
1.5 Expenses.
The Contractor shall also request additional payment for any reasonable expenses incurred performing the duties as outlined within Section 1.1 Project, which shall be approved by the Client.
1.6 Invoices.
The Contractor will invoice the Client monthly. The Client agrees to pay the amount owed within 14 days of receiving an invoice. Payment after that date shall incur a late payment surcharge equalling 7.5% of the outstanding amount.
1.7 Support.
The Contractor will not provide support for any deliverables once the Client has accepted it, unless otherwise agreed in writing.
2. Ownership & Licenses
2.1 Terminologies.
2.1.1 RAW or Originals.
Refers to the unadulterated captured data/images/video.
2.1.2 Digital Masters or Masters.
Refers to the highest quality output available. While it has similarities to RAW it is optimised to either be viewed as is, and or, provide archival grade reference when creating derivative content.
2.1.3 Web Res or Compressed Deliverables.
Refers to the type of file typically seen and or used by end users. These have been optimised for their respective intended end use.
2.1.4 Usage Media.
Refers to the medium in which the content is being displayed and or printed, for example, digital signage, collateral print.
2.2 The Clients Rights Regarding IP.
As part of the retainer agreements, the Contractor assigns the usage rights to the Client on the basis that the invoices are paid in full an no balance is outstanding. The usage conditions assigned to the Client are as follows;
2.2.1 Unlimited usage media & distribution of compressed deliverables
2.2.2 Unlimited period of compressed deliverables
2.2.3 Zero geographic restrictions of usage media of compressed deliverables
2.2.4 No re-sale to third parties of any deliverables.
2.3 The Contractors Rights Regarding IP.
As part of the retainer, the Contractor is creating deliverables for the Client. The Contractor retains rights over IP created for and on behalf of the Client within the project scope as outlined in Section 1.1 Project. The Contractor grants usage of the deliverables to the Client as outlined in section 2.2 The Clients Rights Regarding IP. The Contractor may use assets created (photographic stills & video files) for the following;
2.3.1 Portfolio & showcase Purposes
2.3.2 Re-sale to Agencies & Third Parties (after a duration of no-earlier than 6 months from date of creation)
3. Competitive Engagements
The Contractor may be retained for services by a competitor during the contract of retention from the Client. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes or provides a service that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The Contractor shall not divulge intellectual property, strategy or other materials deemed to be significant to the Clients business. The Contractor shall only be held on retention for the services provided in a similar manner to this retention agreement.
4. Non-Solicitation
Until this Contract ends, the Contractor shall not;
Encourage Client employees or service providers to stop working for the Client.
Encourage Client customers or clients to stop doing business with the Client.
Hire anyone who has worked for the Client over the past 12 month period before the Contract had ended.
5. Representations
5.1 Overview.
This section contains important promises between the parties.
5.2 Authority to Sign.
Each party promises to the other party that it has the authority to ender into this Contract and to perform all of its obligations under this Contract.
5.3 Contractor Has Right To Give Client Deliverables.
The Contractor promises that it owns and/or has made reasonable allocations to license the content supplied to the Client as deliverables, and that no other party shall claim that it owns the deliverables. If the Contractor also uses employees, or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractor have related to the Contractor’s background IP and deliverables.
5.4 Contractor Will Comply With Laws.
The Contractor promises that the manner it does this job, its deliverables, any background IP it uses complies with applicable laws and regulations.
5.5 Work Product Does Not Infringe.
The Contractor promises that its deliverables does not and will not infringe on someone else’s intellectual property rights, that the Contract has the right to let the Client use the background IP, and this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
5.6 Client Will Review Work.
The Client promises to review the deliverables, to be reasonably available to the Contractor if the Contractor has questions regarding the project, and to provide timely feedback and decisions.
5.7 Revisions.
The Client is entitled to a maximum of 2 editing revisions per project created under this Contract.
5.8 Client Supplied Material Does Not Infringe.
If the Client provides the Contractor with material to incorporate into the deliverables, the Client promises that this material does not infringe on someone else’s intellectual property rights
5.8 Acceptance.
Unless expressly agreed in writing between the parties the Client shall not be entitled to reject the Material on the basis of style or composition.
6. Term and Termination
This Contract is effective from START DATE for a period of CONTRACT DURATION ending upon END DATE. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract. The party that is ending the Contract must provide notice by taking the steps explained in section 11.4, Notices. The Contractor shall immediately stop work as soon as the notice has been given, unless the notice states otherwise. The Client will pay the Contractor for the work done up until the Contract ends and will reimburse the Contractor for any agreed upon, non-cancellable expenses. The following sections do not end after the Contract has been terminated. 2 (Ownership and Licenses); 3 (competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. Independent Contractor
The Client is retaining the Contractor as an independent contractor. The following statements accurately reflect their relationship:
7.1 The Contractor will use its own equipment, tools and materials to supply the requested deliverables.
7.2 The Client need not provide the Contractor with any training.
7.3 The Client and the Contractor do not have a partnership or an employer-employee relationship.
7.4 The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
7.5 The Contractor is not entitled to the Client’s benefits (e.g group insurance, pension, holiday/maternity/paternity pay).
7.6 The Contractor is responsible for their own taxes.
7.7 The Client will not withhold monies owed as part of tax, insurance for the Contractor.
8. Confidential Information
The Client is retaining the Contractor as an independent contractor. The following statements accurately reflect their relationship:
8.1 Overview.
This Contract imposes special restrictions on how the Client and Contractor must handle confidential information. These obligations are explained in this section
8.2 The Client’s Confidential Information.
While creating deliverables for the Client, the Contractor may come across, or be given, Client information that is confidential. This is list, while not exhaustive, covers, customer lists, business strategies, research and development notes, statistics and analytics, other information that may be deemed as confidential or sensitive. The Contractor promises to treat this information with discretion and only use such informations supplied for the purposes for facilitating the deliverables only. The only exception to this is if the Client authorises to use the information supplied for other purposes to the Contractor. When the Contract ends, the Contractor shall return or destroy all confidential informations and confirm that it has done so. The Contractor promises not to share confidential information with any third parties unless given express and written permission to do so. The Contractor promises to follow these obligations, even after the Contract ends. The Contractors responsibilities only stop if the Contractor can show any of the following:
8.2.1 That information was already public when the Contractor came across it;
8.2.2 The information became public after the Contractor came across it through no action or inaction from the Contractor;
8.2.3 The Contractor already knew the information when the Contractor came across it and the Contractor did not have any obligation to keep information confidential;
8.2.4 A third party provided the Contractor with information without requiring that the Contractor keep the information confidential; or
8.2.5 The Contractor created the information on its own, without using anything belonging to the Client.
8.3 Third Party Confidential Information.
It is possible that the Client and Contractor may have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. Limitation of Liability
Neither party is liable for breach of contract damages that the breaching party could not have reasonably have foreseen when it entered this Contract.
10. Indemnity
10.1 Overview.
This section transfers certain risks between the parties if a third party sues or goes after the Client or Contractor or both. For example if the Client gets sued for something that the Contractor did, then the contractor may promise to come to the Clients defence or to reimburse the Client for any losses.
10.2 Client Indemnity.
In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable solicitors fees) related to a third party claim or proceeding arising out of;
10.2.1 The deliverables the Contractor has created covered under this Contract;
10.2.2 A breach by the Contractor of its obligations under this Contract; or
10.2.3 A breach by the Contractor of the promises it is making in Section 5 (Representations).
10.3 Contractor Indemnity.
In this Contract, the Client agrees to indemnify the Contractor (and its affiliates, directors, officers, employees and agents from and against liabilities, losses, damages, and expenses (including reasonable solicitors fees) related to a third party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11. General
11.1 Assignment.
This Contract only applies to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this contract to a third party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor’s permission. This is necessary in case, for example, another Client buys out the Client, or if the Client decides to sell the deliverables that result from this Contract.
11.2 Arbitration.
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute is to be resolved through means of arbitration under the LCIA Rules.
11.3 Modification; Waiver.
To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that states so.
11.4 Notices
11.4.1 Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways; personal delivery, email, or certified or register mail (postage prepaid, return receipt requested). The notice must be to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
11.4.2 The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows:
(a) If delivered personally, it is considered received immediately;
(b)If delivered by email, it is considered received upon acknowledgement of receipt;
(c)If delivered by register or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt.
If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the noticed is considered received at 10:00 hours on the next business day.
11.6 Severability.
This section deals with what happens if a portion of the contract is found to be unenforceable. If that is the case, the unenforceable portion will be changed to the minimum except necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.7 Signatures.
The Client and the Contractor may sign this document using online e-signature software. For all intents and purposes the electronic signatures will be counted as originals.
11.8 Governing Law.
The validity, interpretation, construction and performance of this document shall be governed by the laws of England & Wales.
11.9 Entire Contract.
This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.