Terms & Conditions
1.Engagement
1.1 By approving the project budget or proposal, the Client engages ESRS MEDIA LTD's services. ESRS MEDIA LTD agrees to provide the outlined services in the proposal document ("Services Proposal").
1.2 ESRS MEDIA LTD commits to keeping the Client informed on key developments of the service as described in the Services Proposal, referred to as ("Production"). The Client has authority over the Production content and any required approvals ("Approvals"), and agrees to consult with ESRS MEDIA LTD as needed. Client's Approvals will be conclusive and bind both the Client and their organization.
1.3 ESRS MEDIA LTD may replace staff, equipment, or other production elements as deemed necessary, ensuring these changes do not significantly impact the Production's cost or quality.
2.Payment Terms
2.1 In accordance with the Proposal, the Client is required to ensure full payment within 15 days from the issuance date of the initial invoice or by the end of the month, whichever comes first. Any remaining balance and additional charges must also be settled within 30 days from subsequent invoices.
2.2 ESRS MEDIA LTD will bill the Client at the agreed-upon stages detailed in clause 2.1.
2.3 Should the Client not meet the payment deadline, ESRS MEDIA LTD reserves the right to either halt the project's initiation or pause ongoing services, without affecting its other rights or remedies.
2.4 If any payment to ESRS MEDIA LTD is overdue, ESRS MEDIA LTD can charge interest on the overdue amount at 3% above the Bank of England's base rate, accruing daily, as outlined in Clause 2.1.
2.5 All quoted fees exclude VAT and any other applicable taxes or duties, which the Client will pay at the current rates to ESRS MEDIA LTD.
2.6 The Client agrees to pay ESRS MEDIA LTD the fees listed in the Services Proposal for producing, completing, and delivering the Production under this agreement, incorporating standard and, if applicable, special conditions agreed upon between ESRS MEDIA LTD and the Client.
2.7 ESRS MEDIA LTD may adjust the Services Proposal fees by notifying the Client before starting work, reflecting any cost increases beyond ESRS MEDIA LTD's control.
2.8 The Client is responsible for covering any transfer fees, which will be automatically deducted from the invoice total by the bank or international transfer service.
3.Additional Charges
ESRS MEDIA LTD may apply extra fees at standard rates if delays in Production are due to the Client's actions, unforeseen circumstances beyond ESRS MEDIA LTD's control, or changes in the Client's requirements. Costs not covered in the Services Proposal, such as travel, accommodation, or subsistence, will incur additional charges, including a 5% administration fee. While efforts will be made to agree on these charges with the Client or their representative, in cases where agreement isn't reached timely, the Client agrees to cover reasonable incurred costs.
4.Approvals
4.1 ESRS MEDIA LTD will present the services outlined in the Services Proposal to the Client for approval. The Client agrees to exercise their approval rights promptly and reasonably, confirming via email or similar communication. Should the Client not respond within three working days of a written approval request, ESRS MEDIA LTD has the right to pause work until approval is received, with no liability for any resulting costs or expenses.
4.2 The Client can appoint a representative to attend live shoots or recording sessions for consultation and decision-making regarding production content. In the absence of such a representative, decisions made by ESRS MEDIA LTD on-site will be deemed accepted by the Client.
5.Change Requests
5.1 ESRS MEDIA LTD will implement changes to the Production as requested by the Client during its development. The Client will cover the cost of these changes if they stem from a significant deviation from the Services Proposal or if the Client has delayed notifying ESRS MEDIA LTD about the changes.
5.2 Upon the Client's request for a modification, ESRS MEDIA LTD will confirm the change in writing and outline any additional fees incurred. These extra charges will be payable following the terms set out in clause 2.1.
6.Intellectual Property
6.1 Intellectual Property Rights (IPRs) encompass patents, invention rights, copyright, trademarks, service marks, trade names, domain names, design rights, software rights, database rights, confidential information (including trade secrets), and any other intellectual property rights, registered or unregistered. This includes the rights to apply for, renew, or extend such rights, and any similar protections existing now or in the future worldwide.
6.2 The Client recognizes that ESRS MEDIA LTD may possess or license pre-existing Intellectual Property Rights essential for the Production's development (“Background IPRs”).
6.3 ESRS MEDIA LTD holds all rights to the Background IPRs and assures that these and the Intellectual Property Rights granted or licensed to the Client will not infringe on any third-party rights.
6.4 Upon full payment to ESRS MEDIA LTD, the rights, title, and interest in any Intellectual Property Rights created for the Client in the Production or developed pursuant to this Agreement (“Foreground IPRs”) are assigned to the Client. However, ESRS MEDIA LTD retains a non-exclusive, worldwide license to use the Foreground IPRs for promotional purposes (including website reproduction). Rights to improvements or developments of the Background IPRs remain with ESRS MEDIA LTD.
6.5 This Agreement does not assign or license any third-party intellectual property rights to the Client without explicit written consent from the third party.
7.Client Indemnity and Insurance
7.1 The Client agrees to indemnify ESRS MEDIA LTD against all legal actions, claims, and demands related to materials, copyrights, personnel, or artists supplied by the Client, which the Client warrants will be free of claims and costs unless agreed otherwise in writing. This indemnity covers the non-appearance of any artist or materials provided by the Client and risks to the negative/videotape/master material after ESRS MEDIA LTD has completed the contract and returned the material safely to the Client.
7.2 Furthermore, the Client will cover any losses ESRS MEDIA LTD incurs due to the interruption, postponement, cancellation, or abandonment of the Production due to reasons within the Client's control, including covering ESRS MEDIA LTD's costs, and the fees for Directors, Producers, and the company’s markup.
8.Permitted Use
8.1 The Client commits to using and distributing the Production solely as outlined in the Services Proposal ("Permitted Use").
8.2 The Client acknowledges that the Production may include third-party materials ("Third Party Materials") with restricted rights of use and exploitation.
8.3 Permitted Use does not extend to public performance rights, which the Client must obtain from the relevant rights society if necessary. Permitted Use does not allow for the exploitation of the Production by entities other than the Client without ESRS MEDIA LTD's written consent, which will not be unreasonably withheld or delayed.
9.Warranties – Client
9.1 The Client guarantees to ESRS MEDIA LTD that it is fully authorized to enter into and fulfill the terms of this Agreement. It assures it hasn't engaged in any actions or omissions that could legally restrict the production's execution, unless previously disclosed and mutually agreed in writing before starting the Production.
9.2 The Client also promises to shield ESRS MEDIA LTD from any legal or financial consequences arising from claims that the Production is defamatory, obscene, libelous, threatening, pornographic, or unlawful. This includes covering any settlement costs. ESRS MEDIA LTD maintains the right to halt distribution of the Production if it believes the content may violate these standards.
9.3 ESRS MEDIA LTD may refuse to distribute the Production if there's a reasonable belief that it contains defamatory, obscene, libelous, menacing, pornographic, or illegal content.
10.Warranties – ESRS MEDIA LTD
ESRS MEDIA LTD ensures it has, or will make all reasonable efforts to secure, all necessary rights, consents, licenses, or assignments regarding the work of contributors involved in the Production. This includes compliance with the Copyright, Designs, and Patents Act 1988 or its updates, ensuring all moral, rental, and lending rights are appropriately managed. ESRS MEDIA LTD commits to addressing any claims related to musical works, performances, and recordings used in the Production by the delivery date, aimed at lawful exploitation as per the Permitted Use. While ESRS MEDIA LTD strives to reach the intended audience effectively, it cannot guarantee this outcome explicitly to the Client.
11.Intellectual Property Infringement Indemnity
11.1 Both parties commit to not infringing on any third-party Intellectual Property Rights while fulfilling this Agreement. If any material used contains third-party Intellectual Property Rights, the responsible party will secure the necessary license or permission.
11.2 Each party agrees to indemnify the other against any legal repercussions, including damages or settlement costs, resulting from any claim that the provided or accessed goods, services, or documents infringe on third-party Intellectual Property Rights. Prompt notification of any such claim is required.
11.3 Upon notification of an Intellectual Property Infringement, the notified party will take the lead in defending against the claim, with the understanding that there should be no admission of liability or settlement without the express consent of the other party. The defending party will act on reasonable instructions and provide necessary support for the defence.
11.4 Costs incurred by a party in adhering to this indemnity clause will be reimbursed by the other party.
11.5 No party will be liable for Intellectual Property Infringement claims resulting from the other party's breach of this Agreement's terms.
12.Confidentiality
Both parties commit to maintaining the confidentiality of each other's trade secrets, source code, designs, specifications, and any other confidential information. They agree not to disclose such information to any third party without prior written consent and will ensure their employees adhere to these confidentiality obligations even after their employment ends, enforcing these commitments as necessary.
13.Non-solicitation
13.1 For 12 months following the initial invoice date or the agreement's termination, neither party will solicit the other's staff involved in delivering the services or executing this agreement. 'Solicit' refers to attempting to hire these individuals as employees, directors, subcontractors, or independent contractors.
13.2 Should a party violate the non-solicitation clause, they must compensate the other with liquidated damages equal to 50% of the solicited individual's gross annual salary at the breach time. This is in addition to the right to seek injunctive relief.
13.3 Both parties recognize the stipulated compensation as a fair estimation of the potential loss from such a breach.
14.Force Majeure
14.1 Should either party's ability to fulfill this Agreement be hindered by events beyond their control, such occurrences will be considered force majeure, excusing non-performance or flawed performance without constituting a breach of this Agreement. Force majeure includes, but is not limited to, natural disasters, acts of terrorism, government actions, import/export restrictions, labor disputes, illness of key personnel, technical issues not caused by ESRS MEDIA LTD, and failures in essential services like internet connectivity or satellite transmission, or the actions of third parties or agents in the production or distribution chain.
14.2 If a force majeure event persists for more than 6 weeks, either party may terminate this Agreement with immediate effect via written notice, contingent upon the Client covering all expenses and commitments incurred by ESRS MEDIA LTD until termination. Should payments made to ESRS MEDIA LTD exceed these costs, the surplus will be refunded to the Client.
15.Variation
Changes to these Conditions or this Agreement require written consent from both parties' authorized representatives to be valid and enforceable.
16.Cancellation
The Client may cancel the Production with written notice to ESRS MEDIA LTD. If cancellation occurs before 48 hours of the Production start, the Client must cover all costs and commitments made by ESRS MEDIA LTD to that point, plus 25% of the total agreed fees from the Services Proposal. Cancellations made within 24 to 48 hours before the start are subject to the same costs, with an added 50% of the agreed fees. For cancellations less than 24 hours before, the Client owes 100% of the agreed fees. If payments made exceed due costs, ESRS MEDIA LTD will refund the difference.
17.Termination
Either party can immediately terminate this Agreement with written notice if the other: fails to pay due amounts by the deadline; commits a significant or repeated breach that, if fixable, isn’t corrected within 30 days of breach notification; or experiences insolvency, ceases operations, undergoes liquidation or enters into creditor arrangements, except in cases of restructuring where the new entity inherits all obligations.
18.Exclusions and Limitations
Except for cases involving death or personal injury due to negligence, ESRS MEDIA LTD will not be held liable for any loss of profits, business interruptions, or any monetary losses, whether they are direct, indirect, or consequential, that arise from this Agreement. ESRS MEDIA LTD is not responsible for losses or damages stemming from the Client's actions or decisions, including those related to approved materials. ESRS MEDIA LTD's failure to perform any obligations due to the Client's actions, or those of its employees or agents, does not constitute a breach of this Agreement. ESRS MEDIA LTD's total liability will not exceed the fees outlined in the Services Proposal.
19.General
19.1 Notices required under this Agreement must be written and addressed to the registered office, principal business location, or an alternate address as notified.
19.2 Neither party's rights are affected by any indulgence or leniency shown to the other, nor is any waiver for a breach considered a waiver for future breaches.
19.3 If any part of this Agreement is deemed invalid or unenforceable, it does not affect the validity of the remaining provisions.
19.4 Specific rights and remedies mentioned are in addition to any statutory, common law, or other rights.
19.5 Disputes or claims related to this Agreement are governed by the laws of England and Wales.