Terms & Conditions

You will find our standard terms of service below. A standard legal document struggles to cover all of the different types of project we take on, so if you have your own terms & conditions or would like to request any amendments to the document below, we will accommodate your request.
The General Terms & Conditions of Contract set out below shall govern the provision of the services and the relationship between You and Us to the exclusion of any other terms and conditions except those described in the attached Specification Document and/or implied by the law of England & Wales.

YOUR ATTENTION IS DRAWN TO CLAUSE 11 BELOW, WHICH CONTAINS TERMS THAT MAY LIMIT OR EXCLUDE OUR LIABILITY TO YOU.

Definitions

a) “We”, and all grammatically related constructions, refers to Dragonfly Digital Video Services Ltd as the person contracting to supply You with the Services.
b) “You”, and all grammatically related constructions, refers to the legal or natural person contracting to purchase the Services for commercial business purposes only.
c) “The Services” refers to video production services from time to time provided by Us to You under contract in respect of a Project and described in the Specification Document.
d) The “Project” refers to Your requirement, accompanying instructions, representations, information and documentation provided by You to Us and described in the Specification Document in respect of which You require the Services
e) The Specification Document refers to the signed contractual agreement between You and Us setting out the Services We shall perform in order to deliver Your Project, the price agreed and payment terms, (including any deposit to be paid prior to Services commencing) and which shall have precedence in the case of any discrepancy between it and the Project.

We undertake to provide You with the Services for the Project and to exercise Our reasonable skill, experience and diligence in doing so, subject to the following;

1. Charges, Expenses & Disbursements

a) You warrant and represent that You are entitled, and shall continue to be so entitled, to contract Us for the Services, that You are not contracting as a consumer however defined and that You are directly liable to Us for payment of Our charges, expenses and disbursements in relation to Your Project.
b) We shall use all reasonable endeavours in performing the Services to produce Your video in conformance with the Project, in accordance with the Specification Document, and save for any express instructions to the contrary issued by You and agreed by Us in signed writing separately to the Specification Document, You authorise Us to do, or omit to do, anything which in Our opinion will contribute to the best possible video in Our opinion in respect of the Project.
c) You shall be at all times directly liable to Us for prompt payment from time to time of Our charges, expenses and disbursements (plus VAT where applicable), as described in the Specification Document, regardless of the progress, status, discontinuance or outcome of the Services and You shall have no right of set off in respect of charges, expenses or disbursements due to Us

2. Contracts

a) Your contracts may be modified by agreement in writing at any time to add or delete services to better fit Your needs.
b) If a project requires additional content this is, in effect, a contract change. An amendment will be made to the original contract and, once approved, becomes contractually binding.
c) E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of productions, please avoid verbal instructions.
d) We will not commence work on any project until a signed ‘purchase order’ or equivalent signed document has been provided by You.

3. Intellectual Property, Information & Documentation Management

a) In consideration of, and subject to, the final payment of full fees due to Us by You, We hereby assign to You with full title guarantee all the present and future copyright and other intellectual property rights howsoever arising in the content. All productions remain the property of Us until paid for in full.
b) We may use your finished production as a case study to display to prospective clients their standards of video production. By signing this agreement you allow Us to use the production for marketing purposes, in any way they see fit, unless formally requested to do otherwise.
c) You warrant and represent that the instructions, information, representations and documentation provided by You to Us and comprising Your Project are accurate and complete, and that You own all intellectual property rights relating to the Project the use of which may be required by Us and which is hereby licensed by You to Us for the performance of the Services.
d) We shall take all reasonable steps to maintain details about Your Project and Our relationship confidential except where disclosure is required in order to fulfil Our contractual obligations hereunder or by law or order of the Courts.
e) We shall keep You informed at appropriate intervals of the progress of the Services.
f) You shall receive from Us at the conclusion of the Services and upon payment in full of our charges, expenses and disbursements, the irrevocable assignment to You of all intellectual property rights in the video produced by the Services, subject only to the grant by You to Us of a worldwide non exclusive licence to same for a term of 50 years from the date of Your final payment to Us, for Our commercial usage from time to time and solely for the promotion of Our Services to third parties in any and all formats. You warrant and agree that the granting of this license forms part of the contractual consideration due to Us under the contract set out in the Specification Document.
g) We shall be entitled to retain copies of such documentation and electronic information in relation to the Project as is required by Us for proper record keeping and reporting requirements under English law
h) The warranties, undertakings and representations set out in the accompanying “GDPR Notice” shall apply in relation to our collection, processing and storage of any personal data provided to Us by You.

4. Approval

By its very nature a creative service requires a creative process, however, we cannot leave this open ended and embark on a trial-and-error, circular design process. In the absence of clear direction from the client side, our creative team will propose solutions that they believe satisfy the brief. After the ‘discovery’ stage of production, you waive your right to retrospectively introduce creative direction.

a) Your Instruction should contain a clear description of your requirements, any brief you wish us to consider and any Deliverables you wish us to produce.
b) Your requirements should be agreed in writing with Us before the project is commenced. If there are modifications to the requirements and if additional deliverables are required, We reserve the right to make an additional charge.
c) Costs provided allow for a maximum of three sets of client amends after which time additional charges may become payable, although the client would be made aware of this in advance.
d) A final script and structure will be agreed with You prior to production. Script amendments and changes are permitted within the agreed pre-production time-frame. However, once a script is agreed as ‘final’ and is signed off as finished, any changes will incur an additional charge.
e) Alterations or any post-production work requested outside of the original brief and alterations due to initial uncertainty or ‘change of mind’ could incur additional charge.
f) Major revisions to a project, will be deemed a change of contract and may the need for a new contract and/or incur additional costs at the discretion of Us.
g) “Free Revisions”; means changes to spelling mistakes and errors, only to be determined by Us at our absolute discretion. These do not accommodate a retrospective change of mind.

5. Errors and Omissions

a) We cannot be held liable for loss or damage caused as a result of third party action or failure.
b) We cannot be held liable to any party for any errors on any medium after You have agreed that the content is correct and accurate and should be posted, published or broadcast.
c) We cannot be held liable should the quality of footage be affected by any uncontrollable elements such as weather, the general public, or any third party preventing footage from being recorded in the intended manor. Extra shoot days will be charged for at the full daily rate.

6. Billing

a) Where credit facilities are granted to You, You shall settle in full by bank transfer in cleared funds, net of bank charges, Our invoices within 7 calendar days of the date of each invoice
b) Where We may require a charge, expense or disbursement, or any part thereof, to be paid in advance, or where no credit facility is in place, or a granted credit account with Us in default, You agree to settle in full by bank transfer in cleared funds, net of bank charges, Our invoices immediately and prior to Services being provided, or being continued to be provided, to You.
c) You shall normally settle Our charges in British Pounds Sterling unless We agree to an appropriate sum in any other currency from time to time
d) Where Our invoice includes the recharge of expenses or disbursements incurred, these will be shown separately
e) You understand and agree that time is of the essence to the prompt payment of our invoices, and further that in the event of default You accept liability to additional sums comprising our reasonable loss and damage and/or statutory interest and charges and/or debt collection and recovery expenses without limitation.
f) Out of pocket expenses such as travel and accommodation may be passed to You, unless a prior ‘fix fee’ deal is in place.

7. Confidentiality

a) Any confidential or proprietary information which is acquired by Us from a client, company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, We will sign and adhere to the conditions of any Confidentiality Agreement used by You.

8. Deadlines

Production schedules are in place to benefit both parties. Effort must be made to adhere to a prescribed project schedule.

a) A Booking is made with respect to a specific period of time in which the Company agrees to provide the service.
b) If the duration of a project exceeds the agreed production schedule, We retain the right to amend the quote, unless there is written agreement prior to commencement of work.
c) Any contract requiring Us to work to specific deadlines provided within the written agreement will be deemed to include a proviso that You will make themselves reasonably available to communicate with Us, its servants or agents, as necessary. You must also provide any content, eg company logos, imagery or graphics, in reasonable time for Us to carry out the necessary production work. If any content or communication necessary for the completion of the project is withheld, or deemed to be delivered in an untimely fashion, leading to a postponed deadline or other delay, an additional administration cost may be incurred.
d) Our office hours are 9.00 a.m. to 5.30 p.m. Monday to Friday unless notified otherwise.
e) Delays in stage feedback will cause a domino effect on the entire production schedule. Should project delays stem from Your side, this could lead to us no longer being able to meet a planned deadline, and/or honour the agreed production budget.

9. Duration & Termination

a) Save where in the Specification Document We have agreed a date on which we shall commence the Services and/or expect to complete the Services, We shall commence as soon as possible and complete the Services as soon as possible at Our sole discretion.
b) This contract shall persist for the duration required by Us to complete the Services or until i) You or We become subject to any form of insolvency procedure, or ii) You or We give 10 calendar days’ written notice of termination in relation to a Project, or iii) There is any breach of these terms and conditions by You in respect of which satisfactory remedy is not provided within 7 calendar days.
c) You agree that in the event of any premature termination express or implied or by action of law of this contract, all charges, expenses and disbursements due to Us up to and including the date of effective termination in respect of the Services will become payable immediately.
d) Charges will include all costs incurred in performing the contract to the point of cancellation plus the profit margin anticipated from the contract.

10. Complaints

a) Should You have cause to make any complaint about service or programmes, the complaint, if put in writing, will be acknowledged by Us within 14 days and a detailed reply will be issued to You within a further 28 days thereafter.

11. Insurance & Liability

a) In any instance, excepting proven fraud on Our part or negligence on Our part leading to death or personal injury, You agree that Our maximum liability to You shall not exceed
i) In matters covered by Our insurance policy from time to time, the sum obtainable from Our insurers, or
ii) In all other respects a sum equal to the value of Our charges, as paid up to the date of the incident, for the Project concerned.
b) You agree that We shall not be responsible or liable for any loss of any kind incurred by You or any other form of loss, cost, damage, expense, penalty, award or charge incurred or suffered by You as a consequence of Our provision of the Services.
c) You agree to indemnify Us fully and hold Us harmless against all losses, costs, penalties, damages, awards, judgments, orders, expenses or charges suffered or incurred by Us or claimed from Us as a consequence of Our reliance on information, documentation, representations or instructions provided by You, and/or, any action on Your part, or otherwise incurred or suffered by Us in connection with the provision of the Services to You.

12. Jurisdiction & General

a) It is agreed that these General Terms & Conditions are to be construed according to and governed by the law of England & Wales; in the event of complaint or dispute You shall agree to use Our complaints procedure as Your first means of recourse and thereafter if required then the Courts of England & Wales shall have exclusive jurisdiction
b) Where translations from the English original are made, the English original version shall have primacy
c) Nothing in these General Terms & Conditions shall be deemed to require Us to act otherwise than expressly provided for herein
d) These General Terms & Conditions shall not be invalidated by any waiver from time to time of any of the terms, nor shall any waiver preclude or hinder the continuance of any term so waived
e) Any invalidity of any part shall not affect the continuing validity of the remainder
f) The headings to these General Terms & Conditions are for convenience only and shall not affect the interpretation or construction.
g) We reserve the right from time to time to vary, amend, waive, discharge or terminate any aspect of these General Terms & Conditions; any such shall not affect any Project being at that time in progress
h) We shall be excused Our obligations and all liability where performance is rendered impossible for Us through circumstances beyond Our control. In such instance We shall do everything reasonably remaining in Our power to inform You of this prior to it affecting the Services and to continue any aspects of the services remaining in Our power to perform
i) Nothing in these General Terms & Conditions is intended to be enforceable by any third party as provided by the Contracts (Rights Of Third Parties) Act 1999

If You are sent these terms of service prior to a contract being formed, and You do not counter offer or dispute them, these terms of service will apply.