The following terms and conditions apply to all projects carried out unless specific exclusions or exceptions are given to the Client in writing.

Definitions & General Terms

In these Terms and Conditions, the words ‘Ocean View Studios Ltd’ ‘OVS’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Ocean View Studios Ltd, company number: 1225521, a UK registered limited liability company.

The words ‘Client’ 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 footage, photo, graphic, video and associated audio product created by OVS including all moving and still images and sound recordings of whatever form.

Acceptance of a proposal, quotation and/or issue of a purchase order from the Client, is acceptance and agreement of the Terms and Conditions stated below, which forms the contract between OVS and the Client.

Quotation

All work undertaken will be as per the agreed to quotation. The quotation will detail the scope of work, estimated timeframe, deliverables, and any associated costs.

It is the Client’s responsibility to ensure that the quotation is thoroughly read and understood prior to booking. Any amendments or additional work will be subject to additional costs and will only be undertaken once agreed upon by both parties.

A standard day of work is 8 hours of crew time in studio/office, on-set or at location (including lunch and breaks but excluding travel time). Any additional work required by the project, or the Client may be subject to additional costs.

OVS reserves the right to revise the quotation should there be any changes to the project scope or requirements. The revised quotation will be provided to the Client for approval prior to proceeding with any additional work.

Unless otherwise stated in the quotation, all expenses will be invoiced in the final invoice.

Costs

Costs associated with the project will be discussed during initial consultations/meetings with OVS. Costs may be estimated and inferred during these discussions, but the final accepted quote and its deliverables will reflect the actual cost of production. The costs will depend on the type and length of the production, as well as the time spent on pre-production, production, and post-production. Any changes in these areas during the production may result in additional costs, which will be notified, agreed upon in writing, and charged accordingly to the Client.

All expenses related to the agreed project, such as filming and audio equipment, travel, mileage, hotels, subsistence, messenger services, postage, overseas telephone charges, colour photocopying, photography and prints, disc or tape duplications, hard drives, creation of audio and video streaming files, and similar items will be invoiced to the Client on the final invoice for the project.

OVS can provide their own equipment to carry out the Clients project when applicable and agreed during initial consultations/meetings. If the Client requires specific equipment which OVS does not own, rental and additional insurance costs will be charged to the Client.

Travel expenses are to be paid outside of a 30 mile radius from SN15 1UH at £0.55 per mile. Other expenses such as parking, rail, air & sea costs will also be charged to the Client with prior notice from OVS if applicable. All reasonable expenses incurred by OVS in providing the Service shall be at the Client’s cost. Where possible expenses will be pre-arranged with the Client and/or set out in the quotation. Long distance travel (air, sea etc.) shall be invoiced and payable in advance.

Talent and locations are to be arranged and supplied by the Client when possible. If unable to do so OVS can instead arrange this at an additional fee. OVS will advise the Client on said fee before making the required booking/s.

Deposit

OVS requires Clients to pay a non-refundable deposit of 50% of the estimated project cost before any work can begin. This deposit will be used to cover initial costs associated with pre-production planning, including but not limited to script development, storyboarding, location scouting, casting, and equipment rental. This deposit may also be used to cover other expenses necessary to initiate the project. The deposit does not guarantee the final cost of the project, nor does it cover the entire cost of the project.

The deposit of 50% of the estimated project cost is non-refundable and will be forfeited in the event that the Client cancels the project or changes the scope of work after work has commenced. The deposit will be applied towards the final invoice for the project, which will be based on the actual time spent and expenses incurred during the course of the project. It should be noted that the deposit is not meant to cover the entire cost of the project and does not guarantee the final cost. Instead, it is intended to cover initial costs associated with the project, such as pre-production planning, equipment rental, and other expenses.

Client Responsibility and Indemnification for Copyrighted Material and Storyboard Approval

The Client acknowledges and agrees that they are solely responsible for obtaining all necessary permissions, clearances, licenses, and releases required for the use of any copyrighted materials, intellectual property, trademarks, branding, sound recordings, images, or other proprietary materials in connection with the production of the final video product by OVS.

OVS shall have no liability or responsibility for any delays or failures to deliver the final product caused by any such unauthorised use of intellectual property or proprietary materials by the Client.

The Client shall indemnify and hold OVS harmless from any and all claims, liabilities, damages, expenses, or costs (including legal fees) arising from or related to the use of any such unauthorised materials, without limitation in time.

In the event that the Client provides any copyrighted or proprietary materials for incorporation into the final product, the Client warrants and represents that they have obtained all necessary permissions, clearances, and licenses from the original copyright owner or material provider, and that such materials do not infringe upon any third-party rights.

OVS shall not be responsible for any infringement or violation of any intellectual property rights or proprietary materials contained in the Client-provided materials, and the Client shall fully indemnify and hold OVS harmless from any such infringement or violation.

Furthermore, in the case of animations or videos with storyboards, the Client acknowledges that the final storyboards must be approved and signed off by the Client before production work begins. Any changes to the storyboard structure after approval may incur additional charges.

By agreeing to this Intellectual Property Rights and Storyboard Agreement, the Client acknowledges that they have read and understood all of the terms and conditions contained herein and agree to be bound by them.

Video Production Agreement

All works undertaken will be as per the agreed to quotation. It is the Client’s responsibility to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our current daily rates.

A standard filming day is 8 hours of crew time in studio/office, on-set or at location (including lunch and breaks but excluding travel time). Any additional overtime required by the project or the Client on the filming day may be subject to additional costs.

Clear access for video, lighting and sound capture shall be arranged and managed by the Client. If filming venues are being organised by the Client, it is the Client’s responsibility to ensure that our production crew and supporting personnel have clear access to all relevant locations and contributors required. Delays in production as a result of inadequate access or facilities may incur additional charges.

OVS takes Health & Safety matters seriously and we reserve the right in all instances to remove any of our personnel and/or equipment from a location if we deem it to be unsafe or if our crew are subjected to abusive or aggressive behaviour. In such circumstances the Client will be fully liable for any costs incurred or subsequently arising as a result. OVS will observe the site safety rules at all times and will liaise with the appropriate contact outlined by the Client.

Additional Content

Additional content requested by the Client that was not included in the original agreed scope of work will be subject to additional charges. OVS will provide the Client with a new quotation for the additional content and no work will commence until the Client approves and signs the new quotation. Any amendments to the new quotation must also be approved in writing by the Client prior to work commencing. The additional content will be invoiced separately to the original project and will be subject to the same terms and conditions as outlined in the original agreement.

Insurance

OVS will maintain all necessary insurance policies including public liability and professional indemnity insurance to cover its activities in relation to the provision of video production services. The Client is responsible for obtaining and maintaining its own insurance coverage for any property, equipment or personnel that is required for the project. The Client shall indemnify and hold harmless OVS against any claims, damages, losses, liabilities, expenses or costs arising out of or in connection with any property, equipment or personnel owned or operated by the Client in connection with the project.

Adverse Weather Conditions

In the event of adverse weather conditions, OVS reserves the right to reschedule any filming or production work. If the Client chooses to proceed with the filming or production work despite adverse weather conditions, any resulting delays or additional costs incurred will be the sole responsibility of the Client. In the event of inclement weather that occurs during the filming or production work, OVS will assess the situation and may suspend or delay work until it is safe to continue. Any resulting additional costs incurred due to the adverse weather conditions will be the responsibility of the Client.

Client Delays

If the Client causes a delay in the production timeline, OVS will not be held liable for any additional costs, expenses or losses incurred as a result. The Client shall be responsible for any delay and shall use all reasonable endeavours to ensure that the agreed timeline is maintained.

If the Client delay results in OVS being unable to complete the work, OVS shall be entitled to issue an invoice for work already completed and for all expenses incurred up to the point of delay.

OVS reserves the right to re-negotiate the delivery date if a delay caused by the Client results in the original delivery date being impossible to achieve. In such instances, OVS shall provide the Client with a revised timeline and an estimate of any additional costs incurred.

If the delay is caused by adverse weather conditions or any other event outside of the Client's control, OVS will work with the Client to minimise any additional costs and to complete the work as soon as reasonably possible. However, OVS shall not be held liable for any additional costs, expenses or losses incurred as a result of such delay.

Production Cycle Feedback and Amendments

Pre-production, production and post-production feedback is an essential part of the video production process, and we offer up to two rounds of reasonable amends within each production cycle (pre-production, production and post-production) within the agreed-upon project scope. A round of amends is defined as reasonable changes or revisions to the project that can be completed within a single feedback cycle. Reasonable changes may include minor adjustments to scripting, storyboards, editing timing, video pacing, or visual effects etc.

Scope Limitation: Any changes or additions requested by the Client must remain within the project scope originally agreed upon in the initial quotation. If the Client wishes to introduce changes that go beyond this scope, such changes will be considered "out of scope."

Out-of-Scope Amendments: It's important to note that changes considered out of scope will require a new quote and mutual agreement from both parties before any further work is carried out. Out-of-scope amendments might include those that necessitate significant re-editing, animation, additional filming, voiceover, or substantial alterations to the project's direction or objectives.

Additional Charges: In the event that the Client requests more than two rounds of reasonable amends per production cycle or any amendments deemed out of scope after the final video has been delivered and approved. Any additional work required will be subject to additional charges at our current day rate.

Mutual Agreement: The scope of any additional work will be agreed upon by both parties in writing before work commences. This ensures that both the Client and service provider have a clear understanding of the nature and extent of the additional work and its associated costs.

Client Responsibilities for Two Rounds of Amendments

Prompt Feedback: The Client is responsible for providing clear and timely feedback within a reasonable timeframe after each round of revisions is submitted. Delays in feedback may impact project timelines and may result in additional costs if extended amendments are required.

Scope Adherence: The Client's requests for amendments should align with the originally defined project scope. Any fundamental changes to the project direction or objectives should be separately communicated and mutually agreed upon, as these changes may lead to adjustments in project timelines and costs.

Consolidated Feedback: To optimise the revision process, the Client is encouraged to consolidate feedback from all key stakeholders and add onto the Vimeo video edit. This should include specific comments, suggested changes, and any visual or written references where applicable.

Designation of a Single Point of Contact: To maintain efficient communication, the Client should designate a single point of contact responsible for coordinating and relaying feedback to our team. This ensures clarity and minimises potential miscommunications.

Adherence to Deadlines: The Client is responsible for adhering to mutually agreed-upon deadlines for each round of amendments. Failure to meet deadlines may result in project delays, additional costs, or rescheduling.

Clarity in Communication: The Client should communicate their expectations, preferences, and objectives clearly. Unclear or ambiguous instructions may lead to misinterpretation and additional revision cycles.

Approval and Sign-off: Once the Client is satisfied with the final round of amendments, they are responsible for providing formal approval and sign-off. This signifies the completion of this stage of the project and initiates any subsequent phases, such as product duration and delivery. Any amendments after the formal approval and sign-off will result in addition costs and an adjusted timeline.

Additional Rounds: If the Client requests more than the agreed-upon two rounds of amendments, this will be treated as a change in the project scope and will result in additional costs and an adjusted timeline. The Client should communicate any such requests promptly.

Project Duration and Delivery

Project Commencement: The project will commence on the agreed-upon start date specified in the project timeline. This date will be confirmed in writing.

Project Timeline: The project timeline, including key milestones and deadlines, will be outlined in the project scope document. The project manager will work diligently to ensure that the project adheres to this timeline. Any changes to the timeline will be communicated and agreed upon by both parties.

Project Delays: While every effort will be made to complete the project within the specified timeline, the Client acknowledges that unforeseen circumstances may lead to project delays. In such cases, the project manager will promptly notify the Client of any potential delays and provide revised timelines.

Delivery of Deliverables: The Client will receive project deliverables in accordance with the agreed-upon project timeline. The format and method of delivery will be specified in the project scope document.

Client's Role in Timely Delivery: The Client's timely provision of feedback, approvals, and required materials is essential to ensuring project delivery according to schedule. Delays in the Client’s responsibilities may impact project timelines.

Partial Delivery: In some cases, project deliverables may be delivered incrementally. The project manager will specify the delivery schedule for such cases.

Final Delivery and Acceptance: Upon completion of the project, the Client will receive the proposed final project deliverables. The Client shall review these deliverables and provide formal approval and sign-off in writing to signify project completion and acceptance.

Project Closure: Following the Client approval and sign-off, the project will be considered closed. Any further work, amendments, or additional services will be subject to a new agreement.

Copyright and Ownership

As a video production company, OVS is committed to upholding copyright laws and respecting ownership of all materials used in our Client’s projects.

Where the Client provides any material, including logos, images, trademarks, footage, and audio, it is the responsibility of the Client to obtain the necessary permissions in advance from the original copyright holder. By agreeing to these terms and conditions, the Client hereby indemnifies OVS against any claims, disputes, expenses, or similar that may arise from breaching any copyright laws or pre-existing terms and conditions attributed to the material.

OVS retains all rights to the usage of footage captured during the production of any Client-commissioned project. However, 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 condition:

“OVS 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."

We reserve the right to use any footage and related files from any Client-commissioned project in our showreels and for other promotional purposes.

OVS assigns to the Client a license to use the video production in its complete delivered form only. We do not give permission for any material to be altered, edited, or used as part of another production, unless this is expressly agreed in writing.

Provided that all payments due to us from the Client have been received as cleared funds in our 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. Until all payments are made in full, the copyright and ownership of all edits and material shot or created remain the full copyright and ownership of OVS. Any material published that has not been fully paid for will be copyright-claimed by OVS to the publishing platform.

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.

Once a Client approves a project as complete and satisfactory in writing, it will be publicly released by OVS and the Client. Clients are not permitted to release any form of preview or work-in-progress content to the public or their end-user.

By publishing a video into the public domain, the Client assumes that it is acceptable for any talent featured in the video, including voiceover artists, contributors, actors, and presenters, to use and publicise their appearance in the video for the purpose of the talent’s own showreel and marketing use (in whole or part use).

Third Party Licences

As part of our video production service, OVS may offer the Client Third Party licences or Intellectual Property Rights for the purposes set out in our project scope document such as voiceover recordings, music, stock footage and photography etc. The Client will be notified of any restrictions on usage and any other contractual restriction arising in respect of such third party. If the Client requires a specific Third Party license, additional licensing fees may be applicable.

Data Protection and EU General Data Protection Regulation

The Client acknowledge and agree that they will ensure all necessary arrangements have been made with, and permissions and consents obtained from, people and places that may be recorded on video used for the purpose of our terms of services, and that such recording is in compliance with Data Protection.

OVS and the Client shall adhere to any laws in relation to EU General Data Protection Regulation (GDPR.) They will seek permission from any persons featured in recordings/photographs. The Client agrees to indemnify OVS in the event of any breach or claims being brought against them with regards to the services outlined and provided by OVS.

Watermark

As part of our video production service, OVS reserves the right to add a visible or invisible watermark to any content produced for the Client. The watermark may include our company name, logo or any other identifying information. The purpose of the watermark is to protect our intellectual property and prevent unauthorised use of the content. The watermark will not be removed by us unless prior written permission is granted by OVS. If the Client wishes to remove the watermark, this must be requested in writing and a fee may be charged at our discretion. The Client acknowledges that the presence of the watermark does not affect their rights to use the content in accordance with the agreed usage license.

Project Files

Cost of Project Files: The provision of Project Files, including editing timelines, motion graphics, and other associated audio and visual components, is subject to an additional cost, with two options available:

1. Basic Project Files:
Basic Project Files, which include editing timelines and related assets, are available at a cost of 25% of the total video project cost, exclusive of Value Added Tax (VAT). This does not include Third Party licenses.

2. Full Project Files with Intellectual Property (IP) Transfer:
Full Project Files, with the additional benefit of intellectual property (IP) transfer solely on the timeline sequences, are available at a cost of 50% of the total video project cost, exclusive of Value Added Tax (VAT). This does not include Third Party licenses.

Custom Pricing for Raw Footage and Full Project Files with IP: In cases where the Client's project has unique requirements or complexities that deviate from the standard cost structure, custom pricing may be applied for both all Raw Footage and full Project Files with IP. Custom pricing will be determined based on the specific scope, duration, and demands of the project. Clients are encouraged to contact OVS to discuss their needs and receive a personalised quote.

VAT (Value Added Tax): VAT is applicable to all fees related to Raw Footage and Project Files as per local tax regulations. The VAT rate will be specified in the invoice provided to the Client.

Backup and Storage Service

We offer an optional Backup and Storage Service to provide secure storage for your project files. This service ensures that your valuable content is safely stored and readily accessible. Please review the following terms and conditions for this service:

1. Backup and Storage Cost:
Clients who opt for the Backup and Storage Service will incur an additional cost equal to 10% of the total project cost. This fee covers the secure storage of your project files for a duration of one year.

2. Duration and Renewal:
The Backup and Storage Service is provided for a one-year period, commencing from the date of project completion. Clients have the option to renew this service upon its expiration.

3. Data Deletion:
Should you choose not to renew the Backup and Storage Service after the one-year period, please be advised that your stored project files will be subject to deletion. This deletion process is initiated to free up storage space for other projects.

4. Renewal Options:
If you wish to continue utilising the Backup and Storage Service, you have the option to renew it for an additional year by paying the applicable 10% fee. This ensures uninterrupted storage of your project files.

We understand the value of your content and are committed to maintaining its security and accessibility. However, the choice to continue utilising the service or allowing data deletion remains with you.

Payment Schedule

Unless otherwise stated, our payment schedule for projects is as follows:

1. Deposit
50% of total project value deposit, paid on receipt of invoice following agreement to quote. This is non-refundable.

Your production is not secured and booked in until this deposit payment clears in Ocean View Studios Ltd' bank account or a Purchase Order or similar document has been raised and shared with us. No work will commence on your project until this deposit has cleared.

2. Remaining Payment
The remaining 50% payment plus any additional fees as specified in our Terms & Conditions will be then invoiced upon final signed off content. Once the funds clear in our bank account, only then will the full downloadable content be made available to you.

Retainer Fee – Exclusive Content Plan (ECP)

The Client may be required to pay a retainer fee in advance to secure the services of OVS for future projects. The specific amount of the retainer fee will be negotiated between the parties and will depend on various factors such as the scope and duration of the anticipated projects, the experience and reputation of OVS, and the prevailing market rates for similar services.

Retainer fees will be held by OVS in a special account and used to cover costs and expenses associated with future projects as they are agreed upon between the parties. The retainer fee may be non-refundable and will be credited towards the cost of the actual projects as they are completed.

If the Client fails to proceed with the anticipated projects after paying the retainer fee, OVS may retain the fee as compensation for reserving its services and declining other opportunities.

Payment Terms

Our payment terms are strictly 30 days from date of invoice and in the event of an order being confirmed the Client accepts these terms.

Where feasible, deposit payments are to be processed as soon as possible, if for accounting reasons this is not possible, they are subject to the same strict 30-day terms. Your production is not secured and booked in until this deposit payment clears in Ocean View Studios Ltd' bank account.

VAT (Value Added Tax)

OVS is a VAT registered company: 466 3541 77
VAT is an applicable fee related to all projects, services, retainers, and additional add-ons, as per local tax regulations. The VAT rate will be specified in the invoice provided to the Client.

Late Fees

We reserve the right to charge further interest and late payment fees on all overdue invoices as set out under the Late Payment of Commercial Debts (Interest) Act, 1998.

We will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

After the invoice due date, a fee of 5% of invoice value will be added to the invoice for every working week until the invoice clears in Ocean View Studios Ltd' bank account.

The Client shall be responsible for all collection or legal fees necessitated by late or default in payment. OVS reserves the right to withhold delivery and any granting or continuation of usage licence of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use our copyright material under this Agreement are conditional upon receipt of payment in full which shall be inclusive of any and all outstanding additional costs, taxes, expenses, and fees, charges or the costs of administration of changes.

Unsuitable Content

OVS 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.

Liability for Errors After Sign-off

OVS cannot be held liable to any party for any errors on any medium after the Client has agreed in writing that the content is correct and accurate and should be posted, published, or broadcast.

Termination of Contract

The Client may terminate the contract at any time by written notice of termination, and on settlement of account. When the Client terminates the contract, they will remain liable to pay in full for all work previously undertaken and in progress by OVS unless any other written agreement is reached in advance.

Cancellation Policy

In the event of a cancellation of this contract the following fee policy will apply.

• More than 15 days prior to work beginning – 25% of total fees will be due and payable.

• Less than 15 days prior to work beginning – 50% of total fees will be due and payable.

• Less than 5 days prior to work beginning – 100% of total fees will be due and payable.

All Terms and Conditions stated within this document are deemed acceptable to the Client upon receipt of a confirmed order or instruction to proceed given by any means. Including but not limited to: the provision of Purchase Order; written or verbal acceptance of a quote; instruction to book out the studio calendar; and processing of the deposit invoice.  This document shall be taken as an agreement between the Client and OVS in accordance with the law of England and Wales.