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

Definitions & General Terms

In these Terms and Conditions, the words' Cineworx,' 'we,' ‘us,' 'our,' and 'ours' refer to Cineworx Limited, 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 photo, graphic, video, and associated audio products created by Cineworx, including all moving and still images and sound recordings of any form.

Acceptance of a proposal, quotation, and/or issue of a purchase order from the Client constitutes acceptance and agreement to the Terms and Conditions stated below, which form the contract between Cineworx and the Client.

Quotation

All work performed will comply with the agreed-upon quotation, outlining the scope of work, estimated timeline, deliverables, and related costs.

The Client is responsible for thoroughly reading and understanding the quotation before booking. Any amendments or additional work will incur extra costs and will only be undertaken once both parties agree.

A standard workday includes 8 hours of crew time on set or at the location (including lunch and breaks but excluding travel time). Any additional tasks the project or Client requires may result in extra costs.

Cineworx reserves the right to revise the quotation if the project scope or requirements change. The revised quotation will be provided to the Client for approval before proceeding with any additional work. Unless otherwise stated in the quotation, all expenses will be included in the final invoice.

Costs

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

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

Deposit

Cineworx requires clients to pay a non-refundable deposit of 50% of the estimated project cost before any work commences. This deposit will 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. However, the deposit does not guarantee the project's final cost or cover its entire cost.

The 50% deposit is non-refundable and will be forfeited if the Client cancels the project or changes the scope of work after the project has commenced. The deposit will be applied toward the final invoice for the project, reflecting the actual time spent and expenses incurred throughout the project.

It is important to note that the deposit is intended to cover initial project costs, such as pre-production planning and equipment rental, and does not guarantee or cover the total project cost.

Client Responsibility and Indemnification for Copyrighted Material

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 Cineworx's production of the final video product.

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

The Client shall indemnify and hold Cineworx harmless from 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.

If 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.

Cineworx 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 Cineworx harmless from any such infringement or violation.

Furthermore, in the case of animations or videos with storyboards, the Client acknowledges that the Client must approve and sign off on the final storyboards 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 the terms and conditions contained herein and agree to be bound by them.

Video Production Agreement

All work undertaken will adhere to the agreed quotation. The Client is responsible for thoroughly reading and understanding the quotation before booking. Any amendments or additional filming days will be charged at our current daily rates.

A standard filming day consists of 8 hours of crew time on set or at the location (including lunch and breaks but excluding travel time). Any additional overtime required by the project or Client on the filming day may incur additional costs. Clear access for video and sound capture must be arranged and managed by the Client.

If the Client organises filming venues, it is the Client's responsibility to ensure that our production crew and supporting personnel have clear access to all required locations and contributors. Delays in production resulting from inadequate access or facilities may incur additional charges.

Cineworx takes Health and safety matters seriously and reserves the right to remove any of its personnel and/or equipment from a location if it is deemed unsafe or if the crew is 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. Cineworx will always observe the site safety rules and 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-upon scope of work will be subject to additional charges. Cineworx will provide the Client with a new quotation for the additional content, and no work will commence until the Client approves and signs the latest quotation.

Any amendments to the new quotation must also be approved in writing by the Client before work commences. The additional content will be invoiced separately from the original project and will be subject to the same terms and conditions outlined in the original agreement.

Insurance Responsibilities

Cineworx will maintain all necessary insurance policies, including public liability and professional indemnity insurance, to cover its activities in providing video production services.

The Client is responsible for obtaining and maintaining their insurance coverage for any property, equipment, or personnel required for the project.

The Client shall indemnify and hold Cineworx harmless 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, Cineworx 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 Client's sole responsibility.

In the event of inclement weather during filming or production work, Cineworx will assess the situation and may suspend or delay work until it is safe to continue. The Client will be responsible for any additional costs incurred due to adverse weather conditions.

Client Delays

The Client plays a crucial role in maintaining the project timeline. Any delay caused by the Client will not hold Cineworx liable for additional costs, expenses, or losses incurred. The Client's responsibility is to use all reasonable endeavours to maintain the agreed timeline.

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

Cineworx reserves the right to renegotiate the delivery date if the Client's delay renders the original delivery date unachievable. In such instances, Cineworx shall provide the Client with a revised timeline and estimate any additional costs incurred.

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

Post-Production Feedback and Amendments

Post-production feedback is essential to the video production process, and Cineworx offers up to three rounds of reasonable amendments within the agreed-upon project scope. A round of amendments is defined as reasonable changes or revisions to the video project that can be completed within a single feedback cycle. Reasonable changes may include minor adjustments to timing, pacing, or visual effects.

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 beyond this scope, such changes will be considered "out of scope."

Out-of-Scope Amendments

Changes considered out of scope require a new quote and mutual agreement before further work. Out-of-scope amendments might require significant re-editing, additional filming, or substantial alterations to the project's direction or objectives.

Additional Charges

If the Client requests more than three rounds of reasonable amendments or any amendments deemed out of scope after the final video has been delivered and approved, additional work will be charged at Cineworx's current post-production day rate of £500.

Mutual Agreement

Both parties will agree upon the scope of any additional work in writing before work commences. This ensures that both the Client and Cineworx understand the nature and extent of the additional work and its associated costs.

Client Responsibilities for Amendments

Prompt Feedback: After each round of revisions is submitted, the Client must provide clear and timely feedback within a reasonable timeframe. Delays in feedback may impact project timelines and incur additional costs if extended amendments are required.

Scope Adherence

Amendment requests should align with the initially defined project scope. Fundamental changes to the project direction or objectives should be communicated separately and mutually agreed upon, as these changes may lead to project timelines and cost adjustments.

Consolidated Feedback

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

Designation of a Single Point of Contact

The Client should designate a single point of contact to coordinate and relay feedback to Cineworx. 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

Expectations, preferences, and objectives should be communicated clearly. Unclear or ambiguous instructions may lead to misinterpretation and additional revision cycles.

Approval and Sign-off

Once satisfied with the final round of amendments, the Client is responsible for providing formal approval and sign-off. This signifies the completion of the project and initiates any subsequent phases, such as production or delivery.

Additional Rounds

If the Client requests more than the agreed-upon three rounds of amendments, this will be treated as a change in the project scope, resulting 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 adhere to this timeline. Both parties will communicate and agree upon any changes to the timetable.

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 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 according to 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 client 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 final project deliverables. The Client shall review these deliverables and provide formal approval and written sign-off to signify project completion and acceptance.

Project Closure

Following 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, Cineworx is committed to upholding copyright laws and respecting ownership of all materials used in client projects.

Where the Client provides any material, including logos, images, trademarks, footage, and audio, it is the Client's responsibility to obtain the necessary permissions in advance from the original copyright holder. By agreeing to these terms and conditions, the Client indemnifies Cineworx against any claims, disputes, expenses, or similar arising from breaching copyright laws or preexisting terms attributed to the material.

Cineworx 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 the Client to use that footage, subject always to the following express condition:

"Cineworx retains all copyright over any content we produce. A usage license grants the Client permission to use the content in the state 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.

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

Provided that all payments due to us from the Client have been received as cleared funds in our bank account, and the Client is not in breach of 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 Cineworx Limited. Any material published that has not been fully paid for will be copyright-claimed by Cineworx on 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 the 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, Cineworx and the Client will publicly release it. 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 talent's own showreel and marketing use (in whole or part use).

Watermark

Cineworx 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 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 unless Cineworx grants prior written permission.

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 per the agreed usage license.

Cost of Raw Footage and Project Files

Cost of Raw Footage

The cost of raw footage, which includes the expenses associated with filming and recording video and audio content, will be charged at 30% of the total filming or production costs. This fee excludes post-production, editing, and other components after capturing the raw footage. The raw footage cost will be billed separately from the overall video project cost and excludes Value Added Tax (VAT).

Cost of Project Files

The provision of project files, including editing timelines, motion graphics, and other associated audio and visual components, is subject to additional costs:

Basic Project Files - Available at 30% of the total video project cost (excluding VAT).

Full Project Files with IP Transfer - Available at 50% of the total video project cost (exclusive of VAT).

Bespoke Pricing

For projects with unique requirements or complexities, bespoke pricing may apply for raw footage and project files. Bespoke pricing will be determined based on the project's scope, duration, and demands. Clients are encouraged to contact Cineworx for a personalised quote.

Backup and Storage

Cost and Duration

Clients opting for the Backup and Storage Service will incur an additional 10% of the total project cost, which covers secure storage of project files for one year from the completion date.

Renewal and Deletion

If the service is not renewed after one year, stored files will be deleted. To renew for an additional year, you must pay the applicable 10% fee.

Client Choice

The decision to continue using the service or allowing data deletion rests solely with the Client.

Payment Schedule

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

Deposit

50% of the total project value is payable as a non-refundable deposit upon receipt of the invoice following agreement to the quote.The project is not secured or booked until this deposit payment clears in Cineworx Limited's bank account or a Purchase Order (or similar document) has been raised and shared with us.

Progress Payments

25% is payable once all filming has been completed. The remaining 25% is payable upon final delivery of all signed-off content.

Animation Projects

Animation projects require a 50% deposit and 50% payment upon final delivery of all signed-off content.

Payment Terms

Payment terms are strictly 30 days from the date of the invoice. By confirming an order, the Client agrees to these terms.

Deposit payments should be processed promptly. If delayed due to accounting reasons, the deposit is still subject to the same 30-day terms. The project is not secured or booked until this deposit payment clears in Cineworx Limited's bank account.

Late Fees

Cineworx reserves the right to charge interest and late payment fees on overdue invoices as outlined under the Late Payment of Commercial Debts (Interest) Act, 1998.

After the invoice due date, a fee of 5% of the invoice value will be added for every working week until the invoice clears in Cineworx Limited's bank account.

The Client is responsible for all collection or legal fees incurred due to late payments or default. Cineworx reserves the right to:

• Withhold delivery of work.

• Suspend or revoke any usage licenses until all overdue payments are fully resolved.

Note: All usage license grants are conditional upon full payment, including any outstanding fees, costs, taxes, or additional charges.

Retainer Fee

Cineworx may require a retainer fee to secure services for future projects. The amount will be negotiated and depends on:

• The scope and duration of anticipated projects.

• Cineworx's expertise and reputation.

•Market rates for similar services.

The retainer fee will be credited toward future project costs but may be non-refundable. If the Client fails to proceed with the projects, Cineworx reserves the right to retain the fee as compensation for reserving its services.

Unsuitable Content

Cineworx reserves the right to refuse to use, publish, or broadcast any content deemed obscene, morally unsuitable, defamatory, illegal, or a breach of copyright laws.

If content is deemed unsuitable, Cineworx will inform the Client, explain the reasoning, and request amendments. If the Client provides valid reasons for including the disputed content, its inclusion may be reconsidered.

Liability for Errors After Approval

Cineworx cannot be held liable for errors on any medium after the Client has approved the content in writing and agreed that it is correct, accurate, and ready for posting, publishing, or broadcasting.

Termination of Contract

The Client may terminate the contract anytime by providing written notice and fully settling the account.Upon termination, the Client will remain liable for payment of all work completed or in progress unless a separate agreement is reached in writing.

Cancellation Policy

In the event of a cancellation of the contract, the following fee policy will apply:

• More than 15 days before work begins: 25% of total fees will be due and payable.

• Less than 15 days before work begins: 50% of total fees will be due and payable.

• Less than 5 days before work begins: 100% of total fees will be due and payable.

Agreement and Governing Law

Upon receipt of a confirmed order or instruction to proceed, the Client accepts all terms and conditions outlined in this document.

This includes but is not limited to:

• Provision of a Purchase Order.

• Written or verbal acceptance of a quote.

• Instruction to reserve Cineworx's studio calendar.

• Processing of the deposit invoice.

This document constitutes an agreement between the Client and Cineworx Limited under UK law.