Terms of service.
Application of these terms
These terms and conditions shall apply in respect of all goods and services we supply to you whether specified overleaf or otherwise (“the Service”). Except to the extent that these terms and conditions are varied by mutual consent they together with the brief and quotation overleaf shall constitute the entire agreement between us and shall prevail over your own terms and conditions. You agree that in entering into this agreement, you shall not rely on any representation or understanding, whether oral or in writing, which is not included or referred to in these terms and conditions.
Fees and Payment Terms
The total estimated cost of the Service is based on the instructions provided by Client to Producer. The estimate includes, but is not limited to, expenses for the following items: all production and post-production costs, equipment, contractors, transportation, location, as well as usage as defined in final contract with client.
In accepting the estimate, and in consideration of Producer’s services in connection with the Video, Client is hereby agreeing to pay Producer on agreed amount and date that is stipulated on signed contract.
Notwithstanding the foregoing, Producer will be paid for any additional production expenses incurred, including but not limited to costs relating to insurance, equipment, contractors, transportation, location etc. if Client delays the production. If client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at Producer’s discretion, as additional consideration, an amount equal to the current prime rate +2% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly. Ownership of the Final Files does not transfer until full payment is made to the Producer.
Producer will be paid for any additional production expenses incurred as it relates to Overtime including but not limited to costs relating to location, contractors, equipment, transportation, insurance etc. Overtime is based on a 10-hour day including but not limited to work performed on and off set and during the post-production process in addition to work performed on weekends and holidays. Overtime costs will be presented by the Producer to Client before those specific costs are incurred for Client approval. In the event that Producer cannot obtain permission from Client in an extenuating and time sensitive situation, Client grants Producer the authority to use their best judgment as it relates to Overtime costs.
If Client cancels the production of the Video, Client shall pay to Producer any costs reasonably incurred by Producer prior to the cancellation of the Video within five (5) days after invoice, provided Producer provides Client proof of such costs (e.g. invoices, etc.). In addition, a non-refundable cancellation fee of 25% of the total agreed upon project budget reflected in this agreement is to be paid to the Producer immediately upon official cancellation of the project. If notice of cancellation/postponement is given more than halfway through the production schedule of the job, that is between the award or start date and the final delivery date, whichever comes first, the Client will be liable to the Producer for the full cost of the job as a bid. If the job is canceled or postponed within the guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents the Production Company’s only source of income.
If at any time, Client desires to make any changes or variations from the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.
Any additional costs incurred by the Producer due to adverse weather conditions or other similarly unforeseen and uncontrollable factors, shall be paid by Client, provided that (i) both Parties agreed to postpone the edit and (ii) the Producer provided proof of any such additional costs incurred (e.g. invoices, etc.).
Contingency and Weather Days
A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.
These circumstances may include but should not be limited to:
Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by Client).
Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products etc).
“Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).
“Client Insured Re-Shoot” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.
The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays, or premium days based on consecutive employment).
Intellectual Property Rights
Client shall own the final Video. Client shall ensure all proper likeness rights are obtained from anyone in the Video. Producer retains the right to use the Video for promotional purposes. Except as otherwise provided herein, Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein. Client grants Producer an exclusive, worldwide, sublicensable, transferable, royalty free license to all media clips produced during the course of the contracted work as it relates to Producer’s promotional use.
Independent Contractor
It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.
Liability
Producer shall ensure that Video and all footage produced by Producer complies with the laws of Florida and does not infringe any intellectual property rights (including copyright) or any other rights of third parties.
Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.
Links To Other Web Sites
Our website may contain links to third-party sites or services that are not owned or controlled by Red Eclipse Films LLC.
Red Eclipse Films LLC has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Red Eclipse Films LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
Changes
We reserve the right, at our discretion, to modify or replace these Terms at any time. By continuing to access our website after any revisions become effective, you agree and are bound to the revised terms.
Applicable Law
These terms and conditions shall be governed by Florida law and subject to the exclusive jurisdiction of the Florida Court System.
Intellectual Property
The images and original content excluding content made for clients, features, and functionality are and will remain the exclusive property of The Red Eclipse, LLC and its licensors. Our images may not be used in connection with any product or service without the prior written consent of Red Eclipse Films, LLC.