Terms & Conditions

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Definitions

• Kieran J Edwards - that’s me, operating as a sole trader and referred to as Kieran hereon in.
• Client - any business, organisation or person who engages with Kieran to carry out the work of the project, production or video on their behalf. 
• Project / Production / Video / Goods - the end product that will be delivered by Kieran. This can be in the form of a creative concept, script, film directing services or full video production ordered and used by the client. 
• Supplier - any business, organisation or person who supports Kieran in the production of a project by supplying goods and/or services that contribute to the completion of the project.‍
• Contract - a written arrangement agreed between Kieran and the client in the form of a purchase order, written brief and/or email confirmation to proceed with the project.
• SoW - is a statement of work. This is something that, depending on the size of the project, you may be required you to sign prior to commencing work in order to agree specific and unique requirements to that project. 
• Third Party - any business, organisation or person that is not affiliated with or controlled by Kieran or the client.

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Legal Terms

1. Costs, Payments & Charges:

a) Acceptance of any financial quotes received from Kieran (via email) and/or the issue of a purchase order from the client to Kieran, is acceptance and agreement of the Terms and Conditions in this document, which forms the contract between Kieran J Edwards and the client. 

b) All financial quotes are valid for thirty (30) days unless otherwise agreed or stated. 

c) Costs will be discussed during the scoping of the project and provided as a final quote only once the details of the production have been discussed. Complex projects may require the client to sign a SoW to agree project specifics. 

d) Any additional costs to the production will be notified, agreed in writing and charged accordingly to the client. 

e) Production fees shall be exclusive of disbursements and expense items related to the agreed project such as postage, overseas telephone charges, disc or tape duplications, creation of audio & video streaming files, travel, accommodation, subsistence and similar items which will be invoiced to the client on the relevant project, or separately as necessary. 

f) 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. E-mail correspondence shall be sufficient to prove changes to agreements for the form and content of programmes. 

g) Kieran reserves the right to not commence work on any project until a signed purchase order or equivalent document has been provided by the client. 

h) Before any work can be commenced, the client’s requirements must be clearly provided in the form of a written brief. 

i) Unless agreed otherwise in writing, Kieran reserves the right to request 50% of the total invoice amount (inclusive of VAT where applicable) as a deposit at least fourteen (14) days prior to commencement of any work. If there is less than 14 days between receiving the invoice and the agreed project start date, the deposit must be paid immediately. The remaining 50% shall be invoiced on the day that the first draft video is received by the client. 

j) All invoices must be paid within thirty (30) days of receipt. 

k) Late payments are subject to 8% interest, as per government guidelines.

l) Payment may be made by bank transfer or cheque. All cheques must be made payable to ‘Kieran John Edwards’. Bank transfer (BACS) is preferred and the required bank information will be issued at the point of invoice. 

2. Cancellations & Terminations:

a) In the event of cancellation of a service or termination of the agreed contract, in whole or part, by the client prior to completing the project, Kieran reserves the right to make the following cancellation/termination charges: 

i. Cancellation by the client with more than 48 hours notice before a production has commenced may result in a charge being made to cover costs already incurred. 

ii. Cancellation by the client with less than 48 hours notice may result in up to 50% of total charge minus any deposit paid. 

iii. Cancellation by the client when the production has commenced, or with less than 24 hours notice, may result in up to 100% of the total charge being made. 

b) Kieran reserves the right to cancel or terminate a contract or agreed project if:

i. You or your organisation becomes insolvent or subject to bankruptcy proceedings. 

ii. The reputation of Kieran J Edwards, his suppliers or any third party connected with Kieran could be damaged. 

c) 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 Kieran (and his suppliers) unless any other written agreement is reached in advance. This includes any creative and/or pre-production activity prior to filming. The cost of pre-production will have been agreed as part of the quote and is non-negotiable.

3. Liability, Responsibilities & Force Majure:

a) Kieran 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. 

b) Kieran shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice to Kieran, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available. 

c) Kieran cannot be held liable for loss or damage caused as a result of third party action or failure. 

d) Kieran 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. 

e) Any claims must be made in writing to Kieran@kieranjedwards.com within 7 days of receipt of goods. If no claim is made within this period the client is deemed to have accepted the goods at the agreed price. 

f) Any contract requiring Kieran to work to specific deadlines provided within the written agreement will be deemed to include a proviso that the clients will make themselves reasonably available to communicate with Kieran, his suppliers or agents, as necessary (including the fulfilment of any assets required by Kieran to complete the project). 

g) It is agreed that, upon the completion of filming, the responsibility for the footage and captured material sits with:

• Projects where Kieran is operating in a freelance capacity as a creative or director = the client responsible for paying Kieran’s invoice (brand or production company).
• Projects where Kieran is managing the production (similarly to a production company) = Kieran is responsible for storing the footage throughout post-production. The footage may be deleted once the project is completed.
  

h) If a client takes all footage (or any copies of all footage and material) away from Kieran – then it is deemed that the responsibility and safeguarding of the material is then fully passed on to the client. Kieran will then no longer be liable for the footage, and also reserves the right to delete all material and footage associated with the project from Kieran’s media server and hard drives at any point in the future. 

i) Unless otherwise agreed in writing, the client accepts Kieran’s decisions on creativity within the product(s) or service(s). 

4. Illness, Injuries & Preventions

a) If Kieran is unable to attend a production or meeting, due to illness or injury, he reserves the right to bring and/or send a supplier in his place - at no further cost to the client. 

b) If Kieran falls seriously ill or is injured during a production, and filming is unable to continue without him, the following will take place: 

i. If injured through no fault of the client or any third party associated with the project: Kieran will find a replacement contractor at no cost to the client. 

ii. If injured through the fault of the client or any third party associated with the project: the client must pay for the cost of the production to be rescheduled, including all external costs. 

c) If Kieran is prevented from arriving at a production, due to something out of his control (e.g. heavy traffic, car accident, weather restrictions etc), he will offer his time free of charge for any overtime or re-shoots required. Any external costs already paid but unable to be moved or refunded (e.g. studio rental, kit hire, additional resource), will be paid by the client. 

5. Confidentiality

a) Any confidential or proprietary information which is acquired by Kieran 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, Kieran will sign and adhere to the conditions of any Confidentiality Agreement used by the client. Likewise, the client shall keep confidential any methodologies and technology used by Kieran to supply its product(s) or service(s).

6. Copyright & Ownership

a) In alignment with UK law, when a client asks or commissions another person or organisation to create a copyright work, the first legal owner of copyright is the person or organisation that created the work and not the commissioner or client, unless otherwise agreed in writing. 

i. For freelance director commissions, the production company owns the RAW footage and Kieran J Edwards retains the copyright to his creative treatment and ideas. The end deliverable may incur usage costs which will be agreed in writing.

ii. For full productions commissioned to Kieran, Kieran J Edwards assigns joint copyright/ownership for any final video edits produced only. Unless otherwise agreed in writing, Kieran will retain full copyright/ownership of all RAW assets created and produced for a project commissioned by the client. 

iii. If you require full copyright and ownership of your material, please contact Kieran@kieranjedwards.com to discuss arrangements and terms in writing. 

b. Rushes (all RAW filmed footage) are not supplied to the client as standard. Rushes/video files can be supplied for an additional fee equal to 50% of the project’s full invoice ex VAT (plus the cost of a hard drive and postage), unless agreed otherwise in writing or via email.

7. Permitted Usage & Restrictions

a) A project will only be publicly released by Kieran and the client once both parties (Kieran and the client) approve all content as complete and satisfactory and confirm this in writing. 

b) Usage is only permitted on the channels/platforms originally and territories agreed as part of the original project quote. Any changes should be agreed with Kieran in writing and may incur additional costs. 

c) The client may not resell, relicense, redistribute without express written permission from Kieran. Use as a derivative work, and reselling or redistributing such derivative work is prohibited. Media may not be used in a pornographic, obscene, illegal, immoral, libelous or defamatory manner. Media may not be incorporated into trademarks, logos, or service marks. 

8. Usage by Kieran J Edwards

a) Kieran reserves the right to use any and all footage and content, created for and on behalf of the client as part of the project (in part or in full) in perpetuity and in any medium for marketing and promotional purposes. This includes all RAW files and final videos. The marketing purposes includes, but is not limited to the website, social media channels, Vimeo account and public presentations.

b) When producing marketing and portfolio content, Kieran will never deface the video or add elements which could affect the client’s image - but on rare occasions, Kieran may re-edit the final video based on style, flow and music; this will be labelled as a ‘Director’s Cut’.

c) Once the client publishes the final/master video into the PUBLIC DOMAIN, it is assumed to be acceptable (unless otherwise stated by the client) for any talent that feature in the video (including voiceover artists, contributors, actors, presenters and suppliers) to use and publicise their appearance in the video for the purpose of the their own showreel and marketing use (in whole or part use).

9. Production

a) Some projects may require Kieran to produce work, prior to filming, such as (but not limited to) creative concepts, storyboards, shot lists and logistical planning. Any pre-production activity will be accounted for as part of the original project scope and quote. 

b) In the event of a cancellation or scope change, after commencing work on pre-production, Kieran reserves the right to invoice for the work completed so far, plus any external costs incurred.

10. Production

a) Unless otherwise agreed in writing, a standard filming day is 8 hours on-set or at location (including a 45 minute lunch break, but excluding travel time). Any additional overtime required by the project or client on the filming day may be subject to additional costs. 

b) Filming standards, format and resolutions are agreed on a project by project basis and must be clearly specified by the client in cases where specific formats are required.

11. Post-production

The following points are only relevant in the event that Kieran manages the full production from end to end, and is not only used as a freelance director or creative.

a) In the event that Kieran is involved in the post-production, assets will be supplied via a private Google Drive link. It is the responsibility of the client to ensure that the assets are saved on their own storage system beyond this point. 

b) Kieran reserves the right to quote and charge accordingly for any ongoing and additional post-production incurred outside of the agreed contract. This includes additional requests that were not detailed in writing (email or brief) by the client prior to commencing production. 

c) Once complete video sign-off has been received from the client in writing and a final master file delivered, any changes to the video beyond that point will be subject to a re-mastering fee. This is to cover the costs of making minor amends, re-exporting the files and processing. The fee will be agreed prior to making any amendments in-line with Kieran's card. 

For any queries, please contact Kieran@kieranjedwards.com.

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